DEF 14A of SoFi Technologies, Inc., Apr 30, 2026

DEF 14A of SoFi Technologies, Inc.

Filed Apr 30, 2026 · FY20250001818874-26-000032

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board of Directors presently consists of ten (10) directors and there are ten (10) nominees for directorships to be elected at the 2026 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. In identifying and recommending nominees for positions on our Board of Directors and in determining whether such 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 Nominating and Corporate Governance Committee focuses primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth below in order to provide an appropriate mix of experience and skills relevant to the size and nature of its business. In addition, no director nominee can have violated any applicable state or federal laws, rules or regulations applicable to depository institutions or depository institution holding companies. In selecting qualified candidates for the Board of Directors, our Nominating and Corporate Governance Committee considers, among other things, diversity of viewpoints, backgrounds, experience and skill sets. Our Nominating and Corporate Governance Committee evaluates possible candidates in detail and then recommends individuals to be evaluated in more depth by additional directors. At this time, the Nominating and Corporate Governance Committee does not have a policy with regard to the consideration of director candidates recommended by stockholders. The Nominating and Corporate Governance Committee believes that it is in the best position to identify, review, evaluate and select qualified candidates for Board of Directors membership, based on the comprehensive criteria for Board of Directors membership approved by the Board of Directors. The Nominating and Corporate Governance Committee will consider whether to nominate any person nominated by a stockholder pursuant to the provisions of the Company’s Bylaws relating to stockholder nominations and in accordance with the process described in “General Information — When are stockholder proposals and director nominations due for next year’s Annual Meeting of Stockholders?” above.

  2. Nominees for Election to our Board of Directors

    Nominees for Election to our Board of Directors At the 2026 Annual Meeting, our stockholders will be asked to elect the ten (10) director nominees set forth below for a one-year term expiring at the 2027 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 2026 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 2026 Annual Meeting. All the director nominees currently are members of our Board of Directors and 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. Set forth below is information regarding the director nominees as of April 30, 2026.

  3. Nominees for Election to our Board of Directors

    | Name | Age | Position | | Anthony Noto | 57 | Chief Executive Officer and Director | | Tom Hutton | 71 | Chairman of the Board of Directors | | Steven Freiberg | 69 | Vice Chairman of the Board of Directors | | Ruzwana Bashir | 42 | Director | | William Borden | 63 | Director | | Dana Green | 60 | Director | | John Hele | 67 | Director | | Clara Liang | 46 | Director | | Gary Meltzer | 62 | Director | | Magdalena Yeşil | 67 | Director |

  4. Board of Directors

    Board of Directors In 2025, our Board of Directors met ten times. In 2025, no member of our Board of Directors attended fewer than 75% of the aggregate of (i) the total number of meetings of the Board of Directors (held during the period for which he or she was a director), and (ii) the total number of meetings held by all committees of the Board of Directors on which such director served (held during the period that such director served). All of the members of our Board of Directors attended the 2025 Annual Meeting of Stockholders held on May 28, 2025.

  5. Non-Employee Director Compensation

    Non-Employee Director Compensation In connection with the consummation of the Business Combination (as defined in the section entitled “Executive Compensation — Equity Compensation — 2011 Stock Plan” below), our Board of Directors approved a compensation program for our non-employee directors who are determined not to be affiliated with SoFi and SCH (the “NED Compensation Policy”) which our Board of Directors amended in January 2025. The NED Compensation Policy governs compensation paid by SoFi for service on its Board of Directors. In 2025, certain directors also served on the Board of Directors for SoFi Bank, National Association (“SoFi Bank”), our subsidiary, and received separate compensation, as described in the footnotes to the 2025 Director Compensation Table below. Pursuant to the terms of the NED Compensation Policy, in 2025, non-employee directors were eligible to receive the following annual cash compensation for their services, which is paid in four quarterly installments, subject to continued service and pro-rated if services are not provided for the full year.

  6. 2025 Director Compensation Table

    2025 Director Compensation Table The following table provides total compensation paid or awarded in 2025 to our non-employee directors who served during 2025 based on the NED Compensation Policy, as defined above, as well as separate compensation paid for service on the Board of Directors of SoFi Bank as described in the footnotes to the table. We 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.

  7. 2025 Director Compensation Table

    | Name and Position | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | Ruzwana Bashir, Director(5) | $57,500 | $264,603 | $322,103 | | William Borden, Director(4)(6) | 72,135 | 264,603 | 336,738 | | Steven Freiberg, Vice Chairman(4)(7) | 307,500 | 396,939 | 704,439 | | Dana Green, Director(4)(8) | 50,000 | 264,603 | 314,603 | | John Hele, Director(4)(9) | 87,500 | 264,603 | 352,103 | | Tom Hutton, Chairman(10) | 177,500 | 264,603 | 442,103 | | Clara Liang, Director(11) | 72,500 | 264,603 | 337,103 | | Gary Meltzer, Director(12) | 230,000 | 396,939 | 626,939 | | Magdalena Yeşil, Director(13) | 62,500 | 264,603 | 327,103 |

  8. 2025 Director Compensation Table

    __________________ (1)All fees presented in this column represent fees earned under our NED Compensation Policy during 2025. Messrs. Freiberg and Meltzer also earned additional cash compensation for service on the SoFi Bank Board of Directors during 2025 in the amounts of $200,000 and $140,000, respectively, and were the only SoFi directors to also serve on that board. On the SoFi Bank Board of Directors during 2025, Mr. Freiberg served as Board Chair and Audit and Compensation Committee member, and Mr. Meltzer served as Audit Committee Chair and Risk and Special Committee member. (2)Represents the grant date fair value of RSUs granted in 2025, as calculated in accordance with FASB ASC Topic 718, Compensation — Stock Compensation (“ASC 718”). The assumptions used in calculating these amounts are set forth in our Annual Report on Form 10-K. (3)On June 10, 2025, each of Messrs. Borden, Freiberg, Hele, Hutton, and Meltzer and Mses. Bashir, Green, Liang, and Yeşil was granted 18,388 RSUs, with a grant date fair value of $264,603 and a vesting commencement date of June 14, 2025. The RSUs will fully vest on the earlier of the 12-month anniversary of the vesting commencement date and the next annual stockholder meeting. Messrs. Freiberg and Meltzer also received additional RSU awards in connection with their service on the SoFi Bank Board of Directors during 2025. On June 9, 2025, each was granted 5,149 RSUs, with a grant date fair value of $72,601 per award, and on July 21, 2025, each was granted an additional 2,823 RSUs, with a grant date fair value of $59,735 per award. These RSUs have vesting commencement dates of June 9, 2025 and July 21, 2025, respectively, and will fully vest on the earlier of the 12-month anniversary of the applicable vesting commencement date and the next annual stockholder meeting. (4)Pursuant to the Director Deferred Compensation Plan, Messrs. Borden, Freiberg, and Hele and Ms. Green elected to defer receipt of all stock awards granted under the SoFi Technologies, Inc. Amended and Restated 2021 Stock Option and Incentive Plan (the “2021 Plan”). Additionally, Mr. Borden elected to defer the fees earned or paid in cash in 2025 under our Director Deferred Compensation Plan. All deferred compensation are issued as deferred stock units (“DSUs”). (5)As of December 31, 2025, Ms. Bashir had 18,388 RSUs outstanding. (6)As of December 31, 2025, Mr. Borden had 25,847 RSUs outstanding. (7)As of December 31, 2025, Mr. Freiberg had 52,609 RSUs and 546,850 options outstanding, all of which were exercisable. (8)As of December 31, 2025, Ms. Green had 69,323 RSUs outstanding. (9)As of December 31, 2025, Mr. Hele had 44,637 RSUs outstanding. (10)As of December 31, 2025, Mr. Hutton had 79,671 RSUs and 211,361 options outstanding, all of which were exercisable. (11)As of December 31, 2025, Ms. Liang had 18,388 RSUs and 304,503 options outstanding, all of which were exercisable. (12)As of December 31, 2025, Mr. Meltzer had 26,360 RSUs outstanding. (13)As of December 31, 2025, Ms. Yeşil had 48,707 RSUs and 313,704 options outstanding, all of which were exercisable.

  9. Executive Compensation Highlights

    Executive Compensation Highlights •Base Salaries. No base salary increases were made for our CEO or other Named Executive Officers in 2025. •Annual Cash Bonus Plan. No Annual Cash Bonus Plan opportunities were increased for our CEO or other Named Executive Officers in 2025. Under the Annual Cash Bonus Plan, Named Executive Officers were eligible to earn bonuses based on Company performance against pre-established metrics and individual performance. Based on performance, the plan initially funded at 122.7% of target; the Compensation Committee exercised downward discretion to reduce funding to 120% of target, however, to ensure payouts remained aligned with stockholder interests. Our CEO earned a bonus of $2,760,000, and our other Named Executive Officers earned bonuses ranging from $600,000 to $666,000. Mr. White did not receive a bonus for 2025 due to his departure from the Company during the year. •Long-Term Incentive Compensation. We have progressively increased the performance-based component of our long-term incentive compensation program. In 2024, we introduced performance-based restricted stock units (“PSUs”) representing 25% of our CEO’s long-term incentive compensation. In 2025, the performance-based portion of our CEO’s long-term incentive compensation increased to 50%, and PSUs were introduced for our other Named Executive Officers, representing 25% of their long-term incentive compensation opportunities. Beginning in 2026, 50% of long-term incentive compensation opportunities granted to our CEO and our other Named Executive Officers will be tied to performance-based metrics. •“At Risk” Variable Compensation. In 2025, approximately 93% of our CEO’s total direct compensation opportunity and approximately 90%, on average, of our other Named Executive Officers’ total direct compensation opportunity consisted of “at risk” variable compensation, excluding Derek White, due to his departure from the Company during the year.

  10. 2025 Say-on-Pay Vote and Stockholder Engagement

    | Topics | What We Learned | How We Responded | | Short-term incentive compensation plan disclosure | Feedback indicated that additional transparency regarding the design of our Annual Cash Bonus Plan, including performance goals and actual results, would help investors better understand the relationship between Company performance and payouts. | We enhanced the disclosure of our Annual Cash Bonus Plan in this year’s proxy statement to fully disclose our threshold through maximum performance goals and actual results used to determine payouts. | | Short-term incentive compensation program design | Stockholders questioned our practice of aligning 80% of target achievement with a target (100%) payout under our Annual Cash Bonus Plan. | Previously, 100% payout under our Annual Cash Bonus Plan corresponded to 80% of target performance, with target performance based on stretch goals. In response to stockholder feedback, the Compensation Committee approved changes to the design of the 2026 Annual Cash Bonus Plan that align achievement of target performance with the target payout, strengthening the rigor of our goal-setting and alignment between performance and pay outcomes. | | Long-term incentive compensation program design | Feedback indicated that the relative total stockholder return (“TSR”) performance metric in our PSU program should target above-median performance. | In response, the Compensation Committee modified the design of the PSU program beginning in 2026 so that target performance for the relative TSR metric requires outperformance at the 55th percentile of the comparator group, strengthening the link between executive compensation outcomes and stockholder returns. | | CEO pay magnitude | Several investors shared that our CEO pay level seemed appropriate in the context of his experience, as well as our performance and overall track record. | Taking this feedback into account, along with Company performance, the CEO’s strong leadership and execution, the scope and criticality of the role, competitive market data, and alignment with stockholder value creation, the Compensation Committee determined that CEO compensation remains appropriate at this time. | | New hire equity award disclosure | Feedback indicated that additional transparency regarding new hire equity awards, specifically the portion intended to replace unvested equity forfeited at a prior employer, would help investors better understand the rationale and structure of such awards. | We are committed to enhancing our disclosure for future new hire Named Executive Officers to clarify whether a portion of new hire compensation is intended to replace compensation forfeited at a prior employer. |

  11. Executive Compensation Program Changes for 2026

    Executive Compensation Program Changes for 2026 Based on feedback received from stockholders in 2025, as well as independent market assessments reviewed with the Compensation Committee’s independent compensation consultant, the Compensation Committee approved several structural enhancements to our executive incentive compensation programs. Because the 2025 Annual Cash Bonus Plan and PSU program had already been finalized when this feedback was received, these changes were implemented beginning with the 2026 program year. For the 2026 Annual Cash Bonus Plan, the Compensation Committee narrowed the performance range from 0%–150% to 80%–120% of target performance and introduced a threshold performance level below which no payout is earned. Achievement of threshold performance (80% of target) results in a payout of 50% of the target opportunity, while target payout requires achievement of 100% of the applicable performance goal (rather than 80% previously, which reflected the use of stretch targets). These changes better align the Annual Cash Bonus Plan with market practice and materially strengthen the level of Company performance required to achieve target incentive compensation outcomes.

  12. Executive Compensation Program Changes for 2026

    The Compensation Committee also enhanced the PSU program for 2026 by increasing the target performance requirement for the relative TSR metric from the median to the 55th percentile of the comparator group.

  13. Relationship Between Pay and Performance

    Relationship Between Pay and Performance 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 secure this alignment and to motivate and reward individual initiative and effort, we seek to ensure that a meaningful portion of our Named Executive Officers’ annual target 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: •First, we provide the opportunity to participate in our Annual Cash Bonus Plan, which provides cash payments if we produce short-term financial, operational, and strategic results that meet or exceed pre-established corporate goals as determined by our Board of Directors, and includes the evaluation of certain individual contributions in achieving those goals. •Second, we grant both RSU awards and PSU awards, from time to time, that may be settled for shares of our Common Stock, which in the aggregate comprise a majority of the Named Executive Officers’ annual target total direct compensation opportunities. The value of these equity awards is tied directly to the performance of our Common Stock, thereby incentivizing our Named Executive Officers to drive long-term value creation for the benefit of our stockholders. These variable pay elements ensure that, each year, a substantial portion of our Named Executive Officers’ annual target total direct compensation opportunity 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. We believe that this design provides balanced incentives for our Named Executive Officers to execute our operational objectives and drive sustainable and profitable 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. 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.

  14. Setting Target Total Direct Compensation

    Setting Target Total Direct Compensation 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 annual target 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: •our executive compensation program objectives; •our performance against the financial, operational, and strategic objectives established by the Compensation Committee and our Board of Directors; •each individual executive officer’s knowledge, skills, experience, qualifications, and tenure relative to other similarly situated executives at companies in the competitive market; •the scope of each executive officer’s role and responsibilities compared to other similarly situated executives at companies in the competitive market; •the prior performance of each individual executive officer, based on a subjective assessment of his or her contributions to our overall performance, ability to lead his or her function or business unit and work as part of a team, all of which reflect our core values; •the potential of each individual executive officer to contribute to our long-term financial, operational, and strategic objectives; •each individual executive officer’s effectiveness in identifying, measuring, monitoring, and controlling risks within the Company and their respective business units; •our CEO’s compensation relative to that of our other executive officers, and compensation parity among our executive officers; •our financial performance relative to our peers; •the compensation practices of our compensation peer group and the companies in selected broad-based compensation surveys and the positioning of each executive officer’s compensation in a ranking of peer company compensation levels based on an analysis of competitive market data and selected broad-based compensation surveys; and •the recommendations of our CEO with respect to the compensation of our executive officers (except with respect to his own compensation). These factors provide the framework for compensation decision-making and final decisions regarding the annual target total direct 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. As described further below, the Compensation Committee works with its compensation consultant to use compensation data from both a representative group of peer companies and, to the extent that additional compensation data is necessary to obtain an understanding of the competitive practices for certain executive positions (as well as a general understanding of market compensation levels), compensation data from relevant cuts of broad compensation surveys, to compare and analyze the compensation levels of our executive officers, including our Named Executive Officers, against the competitive market and to assist the Compensation Committee in setting compensation levels and making specific compensation decisions with respect to our executive officers, including our Named Executive Officers.

  15. Role of Compensation Consultant

    Role of Compensation Consultant 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, and 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, such as competitive market pay practices for our executive officers, including our Named Executive Officers, and to assist with data analysis and the selection and updating of our compensation peer group. The Compensation Committee continued to engage Compensia in 2025 to provide these services. During 2025, 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 of the annual target total direct compensation opportunities for our executive officers, including our Named Executive Officers, the review and analysis of the design of our Annual Cash Bonus Plan and PSU program, the review of relevant compensation and governance trends, the review and analysis of our equity burn rate and overhang levels, the review and analysis of various other compensation policies, the preparation of a compensation-related risk assessment for our executive compensation program, and the review and analysis of the compensation for the non-employee members of our Board of Directors. The terms of Compensia’s engagement include 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 2025, 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 2025. 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.

  16. Competitive Positioning

    Competitive Positioning 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 and financial services companies that are similar to us in terms of revenue, market capitalization and scope of business. The competitive data drawn from this compensation peer group is one of several factors that the Compensation Committee considers in making its decisions and recommendations with respect to the compensation of our executive officers, including our Named Executive Officers. In July 2024, the Compensation Committee approved a compensation peer group to inform 2025 executive pay decisions, including for our Named Executive Officers. In connection with its annual review of the peer group, the Compensation Committee engaged Compensia to provide advice and market perspective. As part of this process, Compensia applied the following primary criteria in evaluating and recommending companies for inclusion in the peer group: •publicly-traded companies headquartered in the United States or with public executive compensation disclosures; •companies with a focus on financial technology, broader financial services (including consumer finance, investment banking & brokerage, regional banks, and financial exchanges & data), and direct-to-consumer software and internet businesses; •companies within an annual revenue range of 0.5x to 2.0x our revenue; and •companies within a market capitalization range of 0.33x to 3.0x our market capitalization. After evaluating the proposed peer companies against these criteria, the Compensation Committee approved the following compensation peer group in July 2024:

  17. Competitive Positioning

    | Affirm Holdings | F.N.B. | Pinnacle Financial Partners | | Ameriprise Financial | Fair Isaac | Pinterest | | Block | First Horizon | Robinhood Markets | | Capital One Financial | Interactive Brokers Group | Shift4 Payments | | Charles Schwab | Jack Henry & Associates | SLM | | Equifax | OneMain Holdings | Toast | | Etsy | PayPal Holdings | Zillow |

  18. Competitive Positioning

    The Compensation Committee used data drawn from the companies in our compensation peer group, as well as surveys drawn from the Radford Global Compensation Database, where appropriate, to evaluate the competitive market when determining the annual target total direct compensation opportunities for our executive officers, including our Named Executive Officers, for 2025, including base salary, target annual cash bonus opportunities, and long-term incentive compensation opportunities. The Compensation Committee reviews our compensation peer group 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.

  19. Compensation Elements

    Compensation Elements Generally, our executive compensation program in 2025 consisted of three principal elements — base salary, annual cash bonus opportunities, and long-term incentive compensation opportunities in the form of equity awards.

  20. Compensation Elements

    | Element | Type of Element | Compensation Element | Objective | | Base Salary | Fixed | Cash | Designed to attract and retain executives by providing a competitive steady amount of cash compensation that is not contingent on variations in corporate performance based on the executive’s role, prior experience, and expected contributions to the Company | | Annual Cash Bonus | Variable | Cash | Designed to motivate our executives to achieve business objectives tied to specific Company metrics and which are aligned to our annual priorities, with the payout opportunity based on Company and individual performance, including effective risk management | | Long-Term Incentive Compensation | Variable | Equity awards in the form of RSU and PSU awards that may be settled for shares of our Common Stock | Designed to align the interests of our executives and our stockholders while helping to attract and retain talented leaders by paying for performance |

  21. Compensation Elements

    We also provide 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.

  22. Annual Cash Bonus Plan

    Annual Cash Bonus Plan For 2025, the Annual Cash Bonus Plan was based on the achievement of three pre-established financial performance objectives and the achievement of one pre-established operational performance objective described below in “Corporate Performance Metrics and Payout Matrix”. To be eligible to receive an annual cash bonus payment, a participant, including a Named Executive Officer, must remain employed by the Company through the bonus payout date. 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.

  23. Target Annual Cash Bonus Opportunities

    Target Annual Cash Bonus Opportunities Under the Annual Cash Bonus Plan, each executive officer, including each Named Executive Officer, is assigned a target annual cash bonus opportunity, expressed as a percentage of his or her annual base salary. In January 2025, the Compensation Committee reviewed the target annual cash bonus opportunities of our executive officers, including our Named Executive Officers, taking into consideration a competitive market analysis prepared by its compensation consultant, the recommendations of our CEO (except with respect to his own target annual cash bonus opportunity) and the other factors set forth in “Compensation-Setting Process — Setting Target Total Direct Compensation” above. Following this review, the Compensation Committee recommended that the independent members of our Board of Directors maintain the CEO’s target annual cash bonus opportunity at its 2024 level, and the independent members of the Board of Directors approved this recommendation. The Compensation Committee also approved maintaining the target annual cash bonus opportunities for our other Named Executive Officers at their 2024 levels. The target annual cash bonus opportunities of our Named Executive Officers, as a percentage of annual base salary, were as follows:

  24. Target Annual Cash Bonus Opportunities

    | Named Executive Officer | 2024 Target Annual Cash Bonus (as a percentage of base salary) | 2025 Target Annual Cash Bonus (as a percentage of base salary) | Percentage Adjustment | | Mr. Noto | 200% | 200% | —% | | Mr. Lapointe | 100% | 100% | —% | | Dr. Keough | 100% | 100% | —% | | Mr. Pinto | 100% | 100% | —% | | Mr. Rishel | 100% | 100% | —% | | Mr. White | 100% | 100% | —% |

  25. Corporate Performance Metrics and Payout Matrix

    Corporate Performance Metrics and Payout Matrix For 2025, the Compensation Committee maintained the same corporate performance metrics, weightings, and performance achievement and payout framework under the Annual Cash Bonus Plan as in the prior year. The metrics, weightings, goals, and corresponding performance achievement and payout levels are shown in the tables below. These metrics are designed to balance revenue growth, expense management, and sustainable profitability to support long-term stockholder value creation. For definitions of the metrics, please see the section titled “Executive Compensation — Pay Versus Performance — Tabular List of Performance Measures.”

  26. Corporate Performance Metrics and Payout Matrix

    | Performance Metric | Weighting | Threshold Goal | Target Goal | Maximum Goal | | Adjusted Net Revenue ($ in millions) | 35% | $1,698 | $3,396 | $5,094 | | Adjusted EBITDA ($ in millions) | 35% | $497 | $993 | $1,490 | | Return on Tangible Equity | 15% | 3.4% | 6.8% | 10.2% | | New Members (000s) | 15% | 1,550 | 3,100 | 4,650 |

  27. Corporate Performance Metrics and Payout Matrix

    | Performance Level | Performance Achievement (% of Target) | Payment Percentage (% of Target)(1) | | Maximum | 150% and above | 150% | | Target | 80% | 100% | | Threshold | 50% and below | ≤ 50% |

  28. Corporate Performance Metrics and Payout Matrix

    __________________ (1)The payment percentages below and between each corporate performance level are calculated on a linear basis. Performance goals are established at the beginning of the performance period based on a review of the Company’s operating plan and latest financial projections. Our CEO and CFO develop recommended goals designed to require strong performance to achieve the Company’s objectives. The Compensation Committee reviews and discusses these goals to assess their rigor and alignment with stockholder interests, and approves the final performance goals. Payouts under our Annual Cash Bonus Plan are subject to an overall cap of 200% of target for each NEO. In 2024, our Annual Cash Bonus Plan required achievement of 80% of target performance for target payout, reflecting the strong stretch goals established through this rigorous goal-setting process. Following stockholder feedback received in 2025, after the 2025 Annual Cash Bonus Plan had already been established, we updated our design such that, beginning with the 2026 Annual Cash Bonus Plan, target payout is earned at 100% of target performance.

  29. Annual Cash Bonus Plan Payments

    Annual Cash Bonus Plan Payments The Company’s 2025 performance results for each of the Annual Cash Bonus Plan metrics are shown in the table below. Based on these results, the formulaic funding level under the Annual Cash Bonus Plan would have been 122.7% of target. After reviewing these results, the Compensation Committee exercised downward discretion to reduce the funding level to 120% of target to ensure the resulting payouts remained appropriately aligned with stockholder interests.

  30. Annual Cash Bonus Plan Payments

    | Performance Metric | Weighting | Target Goal | Actual Performance | Achievement (% of Target) | Weighted Payout | | Adjusted Net Revenue ($ in millions) | 35% | $3,396 | $3,591 | 106% | 41% | | Adjusted EBITDA ($ in millions) | 35% | $993 | $1,054 | 106% | 42% | | Return on Tangible Equity | 15% | 6.8% | 9.2% | 135% | 21% | | New Members (000s) | 15% | 3 | 4 | 115% | 19% | | Formulaic Payout | | | | | 123% | | Final Payout (After Compensation Committee Discretion) | | | | | 120% |

  31. Annual Cash Bonus Plan Payments

    All Named Executive Officers received satisfactory risk ratings under the Risk Management Effectiveness Assessment program for 2025 and therefore remained eligible for their full individual performance multipliers. The independent members of our Board of Directors determined the CEO’s individual performance multiplier, and the Compensation Committee determined the individual performance multipliers for the other Named Executive Officers. Based on these determinations, our Named Executive Officers received the following annual cash bonus payments for 2025:

  32. Annual Cash Bonus Plan Payments

    | Named Executive Officer(1) | 2025 Target Annual Cash Bonus Opportunity (as a percentage of base salary) | 2025 Target Annual Cash Bonus Opportunity ($) | 2025 Target Annual Cash Bonus Opportunity at 120% Funding ($) | Individual Multiplier (%) | 2025 Actual Annual Cash Bonus Payment ($) | Payment Percentage (%) | | Mr. Noto | 200% | $2,000,000 | $2,400,000 | 115% | $2,760,000 | 138% | | Mr. Lapointe | 100% | 500,000 | 600,000 | 111% | 666,000 | 133% | | Dr. Keough | 100% | 500,000 | 600,000 | 100% | 600,000 | 120% | | Mr. Pinto | 100% | 500,000 | 600,000 | 107% | 642,000 | 128% | | Mr. Rishel | 100% | 500,000 | 600,000 | 103% | 618,000 | 124% |

  33. Annual Cash Bonus Plan Payments

    __________________ (1)Mr. White was not entitled to an annual cash bonus payment for 2025 due to his departure from the Company during the year. The annual cash bonus payments awarded to our Named Executive Officers for 2025 are also set forth in the “2025 Summary Compensation Table” below.

  34. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation As a technology and financial services company that encounters significant competition for qualified personnel, long-term incentive compensation plays a critical role in our ability to attract, hire, motivate, and reward qualified and experienced executive officers. The use of long-term incentive compensation in the form of equity awards is necessary for us to compete for qualified executive officers without significantly increasing cash compensation and is the most important element of our executive compensation program. We use equity awards to incentivize and reward our executive officers for long-term corporate performance based on the value of our Common Stock and, thereby, to align their interests with the interests of our stockholders. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards are an incentive for our executive officers to create value for our stockholders. Equity awards also help us retain our executive officers in a highly competitive market. In 2025, we used RSU and PSU awards that may be settled for shares of our Common Stock to motivate and reward our executive officers, including our Named Executive Officers, for long-term increases in the value of our Common Stock. We believe that RSUs provide durable, albeit variable, value across market conditions and business cycles and effectively support the retention of our executive officers, while aligning their interests with the long-term goals of our stockholders. We believe that PSUs directly tie a significant portion of our executive officers' annual target total direct compensation to Company performance, as they are earned and vest only based on the achievement of pre-established corporate performance goals. Together, RSUs and PSUs serve as key tools to motivate and retain our highly valued executive officers, with the value of these awards being delivered over three- or four-year periods, contingent on their continued service. We have not applied a rigid formula in determining the size of the equity awards to be granted to our executive officers, including our Named Executive Officers. Instead, the Compensation Committee has exercised its judgment as to the size of the awards after taking into consideration the scope and criticality of each NEO’s role, their expected future contributions to our business objectives, a competitive market analysis prepared by its compensation consultant, the recommendations of our CEO (except with respect to his own equity award), each executive officer’s outstanding equity holdings (including the current economic value of his or her unvested equity holdings and the ability of these unvested holdings to satisfy our retention objectives), the projected impact of the proposed awards on our earnings, the proportion of our total shares outstanding used for annual employee long-term incentive compensation awards (our “burn rate”) in relation to the annual burn rate ranges of the companies in our compensation peer group, the potential voting power dilution to our stockholders in relation to the median practice of the companies in our compensation peer group, as well as the other factors described in “Compensation-Setting Process — Setting Target Total Direct Compensation” above. Based upon these factors, the Compensation Committee or, with respect to any award granted to the CEO, the independent members of the Board of Directors, formulates and determines the size of each equity award it decides to grant at levels considered appropriate to create a meaningful opportunity for reward predicated on the creation of long-term stockholder value.

  35. 2025 Annual Equity Awards

    2025 Annual Equity Awards In March 2025, the Compensation Committee approved annual long-term incentive compensation awards for our Named Executive Officers and recommended the annual equity award for our CEO, which was approved by the independent members of our Board of Directors. In determining the CEO’s award, the Compensation Committee considered its desire to retain his leadership in order to provide continued strong execution and stockholder value creation. The Compensation Committee also evaluated the competitiveness of the CEO’s target compensation relative to the Company’s compensation peer group and broader market data, and the importance of retaining and appropriately incentivizing a highly experienced and sought-after executive with deep industry expertise and a proven track record of leadership. For 2025, the CEO’s annual equity award consisted of 50% RSUs and 50% PSUs, while the annual equity awards for our other Named Executive Officers consisted of 75% RSUs and 25% PSUs. The number of RSUs and PSUs granted was determined by dividing the target award value by the average closing price of our Common Stock on Nasdaq over the trailing 30-calendar-day period ending March 10, 2025. The target award values and resulting equity awards granted to our Named Executive Officers for 2025 are summarized in the table below.

  36. 2025 Annual Equity Awards

    | Named Executive Officer | Nature of Equity Awards | Percentage of Award as RSUs | RSUs (number of shares) | Percentage of Award as PSUs | Target PSUs (number of shares) | Total Target Value ($) | | Mr. Noto | Annual | 50% | 1,027,983 | 50% | 1,027,983 | $29,500,000 | | Mr. Lapointe | Annual | 75% | 365,892 | 25% | 121,964 | 7,000,000 | | Dr. Keough | Annual | 75% | 209,082 | 25% | 69,694 | 4,000,000 | | Mr. Pinto | Annual | 75% | 182,946 | 25% | 60,982 | 3,500,000 | | Mr. Rishel | Annual | 75% | 287,487 | 25% | 95,829 | 5,500,000 | | Mr. White | Annual | 75% | 261,352 | 25% | 87,118 | 5,000,000 |

  37. 2025 Annual Equity Awards

    Each RSU granted pursuant to the long-term incentive compensation awards represents a contingent right to receive one share of our Common Stock for each RSU that vests. The RSU awards vest in 16 equal quarterly increments with a vesting commencement date beginning on March 14, 2025, in each case subject to the Named Executive Officer remaining employed with us through each applicable vesting date. PSU awards granted to our Named Executive Officers in 2025 are eligible to vest based on the Company’s performance over a three-year performance period beginning on January 1, 2025 and ending on December 31, 2027. Performance is measured based on Absolute Growth in Tangible Book Value, with payout opportunities ranging from 0% to 150% of the target number of PSUs, depending on the level of performance achieved. The number of PSUs ultimately earned is also subject to a relative TSR modifier based on the Company’s TSR compared to the Nasdaq Composite Index over the performance period. The TSR modifier may increase or decrease the number of PSUs that vest by up to 25%, subject to a maximum payout of 187.5% of target (i.e., 150% maximum base payout multiplied by a 125% TSR modifier). If the Company’s absolute TSR over the performance period is negative, the TSR modifier is capped at target, regardless of relative performance. For purposes of calculating TSR, the Company uses a 90-trading-day trailing average of the closing stock price at both the beginning and end of the performance period to reduce the impact of short-term volatility in the stock price. If actual performance falls between the threshold and target or between the target and maximum levels, PSU payouts are determined using linear interpolation under both the Absolute Growth in Tangible Book Value metric and the TSR modifier. In addition, if the Company’s total risk-weighted capital ratio falls below 10.5% (the U.S. Basel III capital requirement including the capital conservation buffer) at any time during the performance period, all PSUs will be immediately forfeited in full, reflecting our emphasis on maintaining strong capital levels and aligning PSUs with prudent risk management and regulatory expectations. No PSUs will vest, if at all, until after the conclusion of the performance period. Performance goals are established at the beginning of the performance period based on a review of the Company’s operating plan and latest financial projections. Our CEO and CFO recommend goals designed to incentivize strong performance to achieve the Company’s objectives. The Compensation Committee reviews and discusses these goals to assess their rigor and alignment with stockholder interests, and approves the final performance goals. The table below summarizes the performance goals and potential payout outcomes under the 2025 PSU awards.

  38. 2025 Annual Equity Awards

    | | | | Relative TSR Modifier | | | | | | | Threshold | Target | Maximum | | | | | ≤ 25th Percentile | 50th Percentile | ≥ 75th Percentile | | | | | -25% | +0% | +25% | | Absolute Growth in Tangible Book Value | Absolute Growth in Tangible Book Value ($B) | Payout % | Payout as a % of Target | | | | Threshold | $1.36 | 40% | 30.0% | 40.0% | 50.0% | | Target | 1.60 | 100% | 75.0% | 100.0% | 125.0% | | Maximum | 1.87 | 150% | 112.5% | 150.0% | 187.5% | | If Total Risk-Weighted Capital Ratio falls below 10.5% at any time during the performance period, all PSUs are forfeited. | | | | | |

  39. 2025 Annual Equity Awards

    For a definition of Absolute Growth in Tangible Book Value, please see the section titled “Executive Compensation — Pay Versus Performance — Tabular List of Performance Measures.”

  40. Prior PSU Awards

    Prior PSU Awards

  41. 2021 PSU Awards

    2021 PSU Awards In connection with the Company’s business combination in 2021, the Company granted one-time PSU awards to certain executives, including our CEO and CFO (the “2021 PSUs”). These awards are separate from the Company’s annual PSU program, which was introduced for our CEO in 2024 and expanded to other Named Executive Officers in 2025. The 2021 PSUs are eligible to vest, if at all, during the period commencing on May 28, 2022 (the first anniversary of the Closing, which occurred on May 28, 2021) and ending on May 28, 2026 (the fifth anniversary of the Closing), subject to continued employment and the achievement of specified performance conditions. These conditions include the volume-weighted average closing price of our Common Stock reaching $25, $35, and $45 stock price hurdles over a 90-trading-day period, as well as maintaining certain minimum regulatory standards applicable to bank holding companies. In 2025, the $25 stock price hurdle was achieved, resulting in one-third of the 2021 PSUs vesting. The remaining tranches tied to the $35 and $45 stock price hurdles remain outstanding and are eligible to vest upon achievement of those price levels.

  42. 2024 PSU Awards

    2024 PSU Awards In February 2024, the Compensation Committee granted a PSU award to our CEO that remains outstanding and is eligible to vest based on performance over a three-year performance period beginning January 1, 2024 and ending December 31, 2026. Except for the applicable performance period and performance goals, the design of this award is substantially the same as the PSU program described above for the 2025 PSU awards. The table below summarizes the performance goals and potential payout outcomes under the 2024 PSU award.

  43. 2024 PSU Awards

    | | | | Relative TSR Modifier | | | | | | | Threshold | Target | Maximum | | | | | ≤ 25th Percentile | 50th Percentile | ≥ 75th Percentile | | | | | -25% | +0% | +25% | | Absolute Growth in Tangible Book Value | Absolute Growth in Tangible Book Value ($B) | Payout % | Payout as a % of Target | | | | Threshold | $1.05 | 40% | 30.0% | 40.0% | 50.0% | | Target | 1.20 | 100% | 75.0% | 100.0% | 125.0% | | Maximum | 1.35 | 150% | 112.5% | 150.0% | 187.5% | | If Total Risk-Weighted Capital Ratio falls below 10.5% at any time during the performance period, all PSUs are forfeited. | | | | | |

  44. 2024 PSU Awards

    Additional information regarding these outstanding awards is provided in the “Executive Compensation — Outstanding Equity Awards at 2025 Year-End” table below.

  45. Employment Arrangements

    Employment Arrangements We have entered into written employment arrangements with each of our other Named Executive Officers. Each of these arrangements was approved on our behalf by our Board of Directors and/or the Compensation Committee. We believe that these arrangements were necessary to secure the service of these individuals in a highly competitive job market. As a condition to entering into each employment arrangement with our Named Executive Officers, each Named Executive Officer is subject to our standard confidential information and invention assignment agreement. In filling each of our Named Executive Officer positions, we recognized the need to develop competitive compensation packages to attract qualified candidates in a dynamic labor market. At the same time, in formulating these compensation packages, we were sensitive to the need to integrate these individuals into the executive compensation structure that we were seeking to develop, balancing both competitive and internal equity considerations. None of the employment arrangements has a specific term; each provides for “at will” employment (meaning that either we or the Named Executive Officer may terminate the employment relationship at any time without cause), and generally sets forth the Named Executive Officer’s initial base salary, a target annual cash bonus opportunity, the grant of one or more equity awards by our Board of Directors or the Compensation Committee, and eligibility to participate in our employee benefit plans and programs in effect for similarly situated employees during the officer’s employment. The employment arrangements with our CEO and CFO also contain provisions for certain payments and benefits in the event of certain qualifying terminations of employment, including a termination of employment following a change of control of the Company. These post-employment compensation arrangements are discussed in “Post-Employment Compensation Arrangements” below. For a detailed description of the employment arrangements with our Named Executive Officers, see “Executive Compensation — Executive Employment Arrangements.”

  46. Post-Employment Compensation Arrangements

    Post-Employment Compensation Arrangements We have entered into an employment arrangement with our CEO and CFO for certain protections in the event of certain involuntary terminations of employment, including a termination of employment in connection with a change of control of the Company, in exchange for a general release of claims in favor of the Company. Additionally, such agreements provide that all equity awards (other than with respect to PSU awards received in connection with the Business Combination) are subject to automatic accelerated vesting upon a change of control of the Company if such awards are otherwise to be canceled for no consideration upon the change of control. Notwithstanding any terms to the contrary in an employment arrangement (such as in the case of our CEO and CFO), our Named Executive Officers are provided post-employment compensation arrangements under the Executive Severance Plan; provided that benefits under the Executive Severance Plan do not duplicate those in the employment agreement; instead, the Named Executive Officer will receive whichever provides the greater benefit. Executive Severance Plan provides for reasonable compensation in the form of severance pay and certain limited benefits to a Named Executive Officer if he or she leaves our employ under certain circumstances to facilitate his or her transition to new employment, including in the event of a change of control of the Company where there is a connected loss of employment by a Named Executive Officer (a so-called “double-trigger” arrangement). Further, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing Named Executive Officer to sign a general release of all claims in favor of the Company as a condition to receiving any compensation payments or benefits under the Executive Severance Plan. We believe that these agreements help maintain our Named Executive Officers’ continued focus on their assigned duties to maximize stockholder value if there is a potential change of control transaction and mitigate the risk of subsequent disputes or litigation. In addition, in the event of a change of control of the Company, we use the double-trigger arrangement described above to protect against the loss of retention value following such change of control and to avoid windfalls, both of which could occur if vesting of either equity or cash-based awards accelerated automatically as a result of the transaction. The Executive Severance Plan does not provide Named Executive Officers with excise tax payments, or “gross-ups.” The terms and conditions of the Executive Severance Plan was approved by our Board of Directors. We believe that having in place reasonable and competitive post-employment compensation arrangements, including in the event of a change of control of the Company, are essential to attracting and retaining highly-qualified executive officers. The Compensation Committee does not consider the specific amounts payable under the Executive Severance Plan when determining our Named Executive Officers’ compensation. We do believe, however, that these arrangements are necessary to offer competitive compensation packages. For further descriptions of the post-employment compensation arrangements of our Named Executive Officers, including the Executive Severance Plan, as well as an estimate of the potential payments and benefits payable under these arrangements, see “Executive Compensation — Potential Payments Upon Termination or Change of Control.”

  47. Equity Grant Timing

    Equity Grant Timing It is not the current practice or policy of the Compensation Committee or the Company to either take material nonpublic information into account when determining the timing and terms of an option award or similar award or to time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Specifically, equity awards are typically granted annually in the first quarter of the year. Equity awards may occasionally be granted off-cycle, including awards to new hires. In 2025, we did not grant an option or option-like award to a Named Executive Officer within the four business days before the filing of a periodic report or current report disclosing material non-public information and ending one business day after the filing or furnishing of such report with the SEC.

  48. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation The Compensation Committee takes accounting implications into account in designing compensation plans and arrangements for our executive officers and other employees. Chief among these is ASC 718, the standard which governs the accounting treatment of certain stock-based compensation. Among other things, ASC 718 requires us to record compensation expense in our income statement for all equity awards granted to our executive officers and other employees. This compensation expense is based on the grant date “fair value” of the equity award and, in most cases, will be recognized ratably over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). This compensation expense is also reported in the compensation tables below, even though recipients may never realize any value from their equity awards.

  49. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth information with respect to compensation awarded to, earned by, or paid to our NEOs during the years indicated.

  50. 2025 Summary Compensation Table

    | Name and Principal Position | Year(1) | Salary ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Anthony Noto | 2025 | $1,000,000 | $25,308,941 | $2,760,000 | $1,206,792 | $30,275,733 | | Chief Executive Officer | 2024 | 1,000,000 | 24,132,183 | 2,585,000 | 355,000 | 28,072,183 | | | 2023 | 1,000,000 | 14,196,036 | 2,712,000 | 355,850 | 18,263,886 | | Christopher Lapointe | 2025 | 500,000 | 5,812,804 | 666,000 | — | 6,978,804 | | Chief Financial Officer | 2024 | 500,000 | 6,794,969 | 625,000 | — | 7,919,969 | | | 2023 | 500,000 | 5,733,893 | 670,000 | — | 6,903,893 | | Kelli Keough | 2025 | 500,000 | 3,321,616 | 600,000 | — | 4,421,616 | | Executive Vice President and Group Business Unit Leader, Spend, Invest, Protect and Save. | | | | | | | | Arun Pinto | 2025 | 500,000 | 2,906,402 | 642,000 | — | 4,048,402 | | Chief Risk Officer | 2024 | 448,077 | 5,577,347 | 527,945 | — | 6,553,369 | | Jeremy Rishel | 2025 | 500,000 | 4,567,210 | 618,000 | — | 5,685,210 | | Chief Technology Officer | 2024 | 500,000 | 4,853,552 | 600,000 | — | 5,953,552 | | | 2023 | 500,000 | — | 334,615 | — | 834,615 | | Derek White | 2025 | 380,769 | 4,152,021 | — | 15,375 | 4,548,165 | | Former CEO of Galileo | 2024 | 500,000 | 4,368,197 | 490,000 | — | 5,358,197 | | | 2023 | 500,000 | 3,881,405 | 615,000 | — | 4,996,405 |

  51. 2025 Summary Compensation Table

    _________________ (1)For Dr. Keough, compensation information is presented only for 2025 because she was not a Named Executive Officer of the Company during 2023 or 2024. For Mr. Pinto, compensation information is presented only for 2024 and 2025, as he joined the Company in 2024. (2)For awards granted to the NEOs in each respective year, the amount presented represents the aggregate of the grant date fair value of RSUs and the value of the PSU awards as calculated in accordance with ASC 718, and disregarding any estimate of forfeitures related to service-based vesting conditions. Assuming the highest level of performance achievement, the grant date fair value of the PSU award granted to Mr. Noto in 2025 would be $25,750,974. The assumptions that were used to calculate the grant date fair values of stock awards are disclosed in our Annual Report on Form 10-K. (3)Includes annual cash incentive bonuses earned by the NEOs and paid in March of the following year. Annual cash bonuses are awarded based on achievement of Company performance metrics and individual performance goals. The annual cash incentive bonus determinations are described in more detail under “Compensation Discussion and Analysis — Compensation Elements — Annual Cash Bonus Plan”. (4)For 2025, amounts include: for Mr. Noto, $743,968 for personal aircraft usage, $54,824 for a tax equalization payment related to such usage, and $408,000 for other personal security services, including residential security, threat detection, and monitoring; and for Mr. White, $15,375 for financial planning services. As described under “Compensation Discussion and Analysis — Compensation Elements — Perquisites and Other Personal Benefits”, the Company participates in a chartered aircraft program through which it charters aircraft (“corporate aircraft”) for business purposes and, with respect to the CEO, personal travel for security purposes. The amount reported for the value of personal use of corporate aircraft represents the aggregate incremental cost to the Company of such personal travel. For purposes of this disclosure, the Company calculates the aggregate incremental cost for personal use of corporate aircraft based on the incremental, usage-based charges associated with the particular personal trip, which generally include the applicable occupied hourly rate billed to the Company above the fixed minimum cost under the charter program which the Company is required to pay regardless of the number of hours flown under the chartered aircraft program during the applicable period, and all trip-specific charges (such as fuel surcharges, carbon offset fees and taxes), reduced by any amounts reimbursed by the executive, if applicable. The aggregate incremental cost for other personal security services, including residential security, threat detection, and monitoring, and for financial planning services, represents the Company’s out-of-pocket payments to third-party providers for such services.

  52. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table sets forth certain information with respect to grants of non-equity incentive plan and equity incentive plan awards for the year ended December 31, 2025 with respect to our NEOs.

  53. 2025 Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares or Units (#) | Grant Date Fair Value of Stock Awards ($)(3) | | Name | Type of Award | Grant Date(1) | Threshold ($)(2) | Target ($)(2) | Maximum ($)(2) | Threshold (#) | Target (#) | Maximum (#) | | | | Anthony Noto | Time-Vesting RSU | 3/11/2025 | $— | $— | $— | — | — | — | 1,027,983 | $11,575,089 | | | PSU | 3/11/2025 | — | — | — | 308,395 | 1,027,983 | 1,927,468 | — | 13,733,853 | | | Annual Cash Bonus | | 1,000,000 | 2,000,000 | 4,000,000 | — | — | — | — | — | | Christopher Lapointe | Time-Vesting RSU | 3/13/2025 | — | — | — | — | — | — | 365,892 | 4,167,510 | | | PSU | 3/13/2025 | — | — | — | 36,589 | 121,964 | 228,683 | — | 1,645,294 | | | Annual Cash Bonus | | 250,000 | 500,000 | 1,000,000 | — | — | — | — | — | | Kelli Keough | Time-Vesting RSU | 3/13/2025 | — | — | — | — | — | — | 209,082 | 2,381,444 | | | PSU | 3/13/2025 | — | — | — | 20,908 | 69,694 | 130,676 | — | 940,172 | | | Annual Cash Bonus | | 250,000 | 500,000 | 1,000,000 | — | — | — | — | — | | Arun Pinto | Time-Vesting RSU | 3/13/2025 | — | — | — | — | — | — | 182,946 | 2,083,755 | | | PSU | 3/13/2025 | — | — | — | 18,295 | 60,982 | 114,341 | — | 822,647 | | | Annual Cash Bonus | | 250,000 | 500,000 | 1,000,000 | — | — | — | — | — | | Jeremy Rishel | Time-Vesting RSU | 3/13/2025 | — | — | — | — | — | — | 287,487 | 3,274,477 | | | PSU | 3/13/2025 | — | — | — | 28,749 | 95,829 | 179,679 | — | 1,292,733 | | | Annual Cash Bonus | | 250,000 | 500,000 | 1,000,000 | — | — | — | — | — | | Derek White | Time-Vesting RSU | 3/13/2025 | — | — | — | — | — | — | 261,352 | 2,976,799 | | | PSU | 3/13/2025 | — | — | — | 26,135 | 87,118 | 163,346 | — | 1,175,222 | | | Annual Cash Bonus | | 250,000 | 500,000 | 1,000,000 | — | — | — | — | — |

  54. 2025 Grants of Plan-Based Awards

    __________________ (1)For additional information on the plan-based awards granted during 2025, including vesting commencement date and vesting conditions for equity incentive plan awards, see “Outstanding Equity Awards at 2025 Year-End.” (2)Estimated future payouts under non-equity incentive plan awards reflect the NEO’s target for their full year of service in 2025 determined on the NEO’s base salary and target annual cash bonus in effect throughout the year. The base salary and target annual cash bonus for Mr. Noto is based on a base salary of $1,000,000 and target annual cash bonus percentage of 200%. The base salary and target annual cash bonus for Messrs. Lapointe, Pinto, Rishel, and White, and Dr. Keough are based on a base salary of $500,000 and target annual cash bonus percentage of 100%. The final annual cash bonus payout may range from a threshold of 50% to a maximum of 200% of the target annual cash bonus. (3)Amounts represent the aggregate of the grant date fair value of RSUs and PSUs as calculated in accordance with ASC 718, and disregarding any estimate of forfeitures related to service-based vesting conditions. The assumptions that were used to calculate the grant date fair values of stock awards are disclosed in our Annual Report on Form 10-K.

  55. Outstanding Equity Awards at 2025 Year-End

    Outstanding Equity Awards at 2025 Year-End The following table summarizes information about the outstanding equity incentive plan awards for each NEO as of December 31, 2025.

  56. Outstanding Equity Awards at 2025 Year-End

    | | | Option Awards(1) | | | Stock Awards | | Equity Incentive Plan Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Option Exercise Price ($/Share) | Option Expiration Date | Number of Shares or Units That Have Not Vested (#) | Market Value of Shares or Units That Have Not Vested ($)(2) | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Anthony Noto | 3/13/2018(3) | 5,228,400 | $6.19 | 3/12/2028 | — | $— | — | $— | | | 3/13/2018(4) | 6,448,360 | 9.86 | 3/12/2028 | — | — | — | — | | | 6/2/2021(5) | — | — | — | — | — | 2,142,859 | 56,100,049 | | | 2/16/2023(6) | — | — | — | 169,485 | 4,437,117 | — | — | | | 2/13/2024(7) | — | — | — | — | — | 726,217 | 19,012,361 | | | 2/13/2024(8) | — | — | — | 1,225,491 | 32,083,354 | — | — | | | 3/11/2025(9) | — | — | — | — | — | 1,027,983 | 26,912,595 | | | 3/11/2025(10) | — | — | — | 976,582 | 25,566,917 | — | — | | Christopher Lapointe | 8/10/2021(5) | — | — | — | — | — | 276,963 | 7,250,891 | | | 2/8/2023(6) | — | — | — | 66,365 | 1,737,436 | — | — | | | 2/13/2024(8) | — | — | — | 476,580 | 12,476,864 | — | — | | | 3/13/2025(9) | — | — | — | — | — | 121,964 | 3,193,018 | | | 3/13/2025(11) | — | — | — | 347,597 | 9,100,089 | — | — | | Kelli Keough | 3/3/2023(12) | — | — | — | 413,215 | 10,817,969 | — | — | | | 2/13/2024(8) | — | — | — | 238,291 | 6,238,458 | — | — | | | 3/13/2025(9) | — | — | — | — | — | 69,694 | 1,824,589 | | | 3/13/2025(13) | — | — | — | 169,880 | 4,447,458 | — | — | | Arun Pinto | 3/11/2024(14) | — | — | — | 408,498 | 10,694,478 | — | — | | | 3/13/2025(9) | — | — | — | — | — | 60,982 | 1,596,509 | | | 3/13/2025(13) | — | — | — | 148,644 | 3,891,500 | — | — | | Jeremy Rishel | 7/18/2022(15) | — | — | — | 467,855 | 12,248,444 | — | — | | | 2/13/2024(8) | — | — | — | 340,415 | 8,912,065 | — | — | | | 3/13/2025(9) | — | — | — | — | — | 95,829 | 2,508,803 | | | 3/13/2025(11) | — | — | — | 273,110 | 7,150,020 | — | — | | Derek White(16) | — | — | — | — | — | — | — | — |

  57. Outstanding Equity Awards at 2025 Year-End

    __________________ (1)All stock options granted to Mr. Noto were immediately exercisable. As of December 31, 2025, all of Mr. Noto’s stock options were vested. (2)The fair value is calculated as the closing price of our Common Stock (ticker symbol “SOFI”) on December 31, 2025 of $26.18, multiplied by either (i) the number of unvested RSUs, (ii) the number of unvested PSU awards that would vest upon the achievement of the “target” payout, which equates to 1/3rd of the awards granted, or (iii) the number of unvested PSU awards that would vest upon the achievement of the “target” payout for PSUs awarded in 2024 and 2025. (3)Mr. Noto’s options had a vesting commencement date of February 26, 2018 and vest as to 20% of the shares subject to the option on the first anniversary of the vesting commencement date and as to 1/60th of the shares subject to the option on each monthly anniversary thereafter, subject to Mr. Noto’s continued service to us through each such date. The options are exercisable at grant date. (4)Mr. Noto’s options had a vesting commencement date of February 26, 2018 and vest as to 20% of the shares subject to the option on the first anniversary of the vesting commencement date and as to 1/60th of the shares subject to the option on each monthly anniversary thereafter, subject to Mr. Noto’s continued service to us through each such date. The options are exercisable at grant date. (5)The PSUs vest, if at all, during the period commencing on May 28, 2022 (the first anniversary of the Closing, which occurred on May 28, 2021) and ending on May 28, 2026 (the fifth anniversary of the Closing), subject to the achievement of specified performance goals, including (i) the volume-weighted average closing price of our Common Stock attaining $25, $35 and $45 Target Hurdles, over a 90-trading day period, and (ii) now that we are a bank holding company, maintaining certain minimum standards applicable to bank holding companies, subject to continued employment on the date of vesting. (6)The RSUs had a vesting commencement date of March 14, 2023. The service-based vesting condition of the RSUs is satisfied as to 1/12th of the RSUs on each quarterly anniversary of the vesting commencement date, subject to the NEO’s continued service to us through each such date. (7)Mr. Noto’s PSUs vest, if at all, during the period commencing on January 1, 2024 and ending on December 13, 2026, subject to the achievement of specific performance goals, such as Absolute Growth in Tangible Book Value, total risk weighted capital ratio, and relative TSR, and to the NEO’s continued service to us through the relevant date. (8)The RSUs had a vesting commencement date of March 14, 2024. The service-based vesting condition of the RSUs is satisfied as to 1/16th of the RSUs on each quarterly anniversary of the vesting commencement date, subject to the NEO’s continued service to us through each such date. (9)The PSUs vest, if at all, during the period commencing on January 1, 2025 and ending on December 13, 2027, subject to the achievement of specific performance goals, such as Absolute Growth in Tangible Book Value, total risk weighted capital ratio, and relative TSR, and to the NEO’s continued service to us through the relevant date. (10)The RSUs vest over a period of four years as follows: 1.67% vests three months after March 14, 2025, 1.67% vests each quarter thereafter for the following two quarters, 15% vests each quarter thereafter for the following four quarters, 7.5% vests each quarter thereafter for the following four quarters, and 1.25% vests quarterly thereafter for four quarters, in each case, subject to the NEO’s continued service to us through the applicable vesting date. (11)The RSUs vest over a period of four years as follows: 1.67% vests three months after March 14, 2025, 1.67% vests each quarter thereafter for the following two quarters, 10% vests each quarter thereafter for the following eight quarters, and 3.75% vests each quarter thereafter for the following four quarters, in each case, subject to the NEO’s continued service to us through the applicable vesting date. (12)Dr. Keough’s RSUs had a vesting commencement date of March 14, 2023. The service-based vesting conditions of the RSUs is satisfied as to 12.5% of the RSUs on the six-month anniversary of the vesting commencement date, and 6.25% of the RSUs quarterly thereafter, subject to Dr. Keough’s continued service to us through each such date. (13)The RSUs had a vesting commencement date of March 14, 2025. The service-based vesting condition of the RSUs is satisfied as to 1/16th of the RSUs on each quarterly anniversary of the vesting commencement date, subject to the NEO’s continued service to us through each such date. (14)Mr. Pinto’s RSUs had a vesting commencement date of February 14, 2024. The service-based vesting conditions of the RSUs is satisfied as to 12.5% of the RSUs on the six-month anniversary of the vesting commencement date, and 6.25% of the RSUs quarterly thereafter, subject to Mr. Pinto’s continued service to us through each such date. (15)Mr. Rishel’s RSUs had a vesting commencement date of June 14, 2022. The service-based vesting conditions of the RSUs is satisfied as to 12.5% of the RSUs on the six-month anniversary of the vesting commencement date, and 6.25% of the RSUs quarterly thereafter, subject to Mr. Rishel’s continued service to us through each such date. (16)Mr. White departed the Company during 2025 and had no outstanding equity awards as of December 31, 2025.

  58. Stock Vested During 2025

    Stock Vested During 2025 There were no stock options exercised by our NEOs during the year ended December 31, 2025. The following table summarizes the equity incentive plan awards stock vested for each NEO to which this table applies as of December 31, 2025:

  59. Stock Vested During 2025

    | | Stock Vested | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Anthony Noto | 4,527,976 | $104,835,178 | | Christopher Lapointe | 836,250 | 18,663,034 | | Kelli Keough | 475,679 | 9,541,794 | | Arun Pinto | 215,856 | 4,483,928 | | Jeremy Rishel | 1,101,381 | 21,878,059 | | Derek White | 384,482 | 6,054,830 |

  60. Stock Vested During 2025

    __________________ (1)The values reflected in the table are determined by aggregating the values realized on stock vested throughout the year. The value realized on vesting at each vesting date is calculated as the number of shares acquired on vesting multiplied by the Common Stock per share value covering such vesting date. For Mr. Noto and Mr. Lapointe, these amounts include the value realized upon the vesting of the first tranche of the 2021 PSUs in the fourth quarter of 2025, which was $64,435,770 and $8,328,277, respectively.

  61. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control Our NEOs are eligible for certain payments or benefits in connection with certain covered or qualifying terminations, or a change of control, as described herein.

  62. Pay Versus Performance

    Pay Versus Performance

  63. Pay Versus Performance Table

    Pay Versus Performance Table As required by Item 402(v) of Regulation S-K, we are providing the information below to illustrate the relationship between the compensation actually paid (“CAP”) to the Named Executive Officers and various measures used to gauge the Company’s financial performance. CAP is calculated in accordance with Item 402(v) of Regulation S-K and differs from compensation disclosed in the “2025 Summary Compensation Table” and the other compensation-related tables disclosed in this “Executive Compensation.” For further information concerning our compensation philosophy and how we align executive compensation with our performance, see the section entitled “Compensation Discussion and Analysis.”

  64. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Invested Based on: | | | | | Performance Year | Summary Compensation Table Total for Principal Executive Officer(1) | Compensation Actually Paid to Principal Executive Officer(1) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(1) | Total Shareholder Return(2) | Peer Group Total Shareholder Return(2) | Net Income (Loss) ($ in thousands) | Company-Selected Measure —Adjusted Net Revenue ($ in thousands) | | 2025 | $30,275,733 | $149,095,531 | $5,136,440 | $27,253,054 | 116 | 175 | $481,320 | $3,591,411 | | 2024 | 28,072,183 | 64,579,825 | 7,423,306 | 15,505,155 | 68 | 145 | 498,665 | 2,606,170 | | 2023 | 18,263,886 | 71,327,408 | 5,314,098 | 13,499,433 | 44 | 112 | (300,742) | 2,073,940 | | 2022 | 12,893,293 | (121,490,627) | 10,363,699 | (25,896,259) | 20 | 77 | (320,407) | 1,540,492 | | 2021 | 102,998,110 | 119,107,305 | 19,026,864 | 20,461,726 | 70 | 114 | (483,937) | 1,010,325 |

  65. Pay Versus Performance Table

    __________________ (1)Mr. Noto is represented as the principal executive officer (“PEO”) for each of the performance years presented. For the 2025 performance year, the non-PEO named executive officers (“non-PEO NEOs”) include Messrs. Lapointe, Pinto, Rishel, and White, and Dr. Keough. For the 2024 performance year, the non-PEO NEOs include Messrs. Lapointe, Pinto, Schuppenhauer, and Stephen Simcock. For the 2023 performance year, the non-PEO NEOs include Messrs. Lapointe, Chad Borton, White, and Aaron Webster. For the 2022 performance year, the non-PEO NEOs include Messrs. Lapointe, Borton, Webster, and Rishel, and Ms. Michelle Gill. For the 2021 performance year, the non-PEO NEOs include Messrs. Lapointe and White, and Mses. Gill and Jennifer Nuckles. (2)TSR is cumulative for the performance periods beginning on June 1, 2021 (the date our Common Stock commenced trading on Nasdaq) and ending on the last day in 2025, 2024, 2023, 2022 and 2021, calculated in accordance with Item 201(e) of Regulation S-K. “Peer Group” represents the Nasdaq Composite index for the years disclosed in the table. No information is provided for 2020, as Social Finance common stock was not publicly traded. Our NEOs’ annual target total direct compensation is heavily weighted towards short and long-term performance. The majority of our NEOs’ annual target total direct compensation is both variable in nature and “at-risk”. Adjusted net revenue is one of the primary measures in our performance-based Annual Cash Bonus Plan. Our long-term incentives are RSUs and PSUs. The compensation actually paid to our NEOs largely reflects the volatility in the Company’s stock price over the period of time covered in the table.

  66. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid

    Reconciliation of Summary Compensation Table Total to Compensation Actually Paid The Compensation Committee does not utilize CAP as the basis for making compensation decisions. The calculation of CAP requires that we make adjustments to amounts previously reported in the Summary Compensation Table for the years presented. The SEC’s valuation and calculation methods for CAP differ from those required in the Summary Compensation Table. The table below summarizes compensation values presented in the Summary Compensation Table and the adjusted values required to reconcile these values to the CAP presented above. The amounts shown below for non-PEO NEOs for each year represents an average of all non-PEO NEOs. CAP to the PEO and non-PEO NEOs represents Summary Compensation Table total compensation adjusted by the following amounts:

  67. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid(1) | | | | | | | | | | Summary Compensation Table Total | Summary Compensation Table Total(2) | Plus Fair Value of Equity Awards Granted in Covered Year and Unvested at Year End | Change in Fair Value of Equity Awards Granted in Prior Years and Unvested at Year End | Plus Fair Value of Equity Awards Granted and Vested in Covered Year | Less Fair Value of Equity Awards Reported in the Summary Compensation Table in the Covered Year | Change in Fair Value of Equity Awards Granted in Prior Years and Vested in Covered Year | Less Fair Value of Equity Awards Granted in Prior Years and Forfeited in Covered Year(3) | Compensation Actually Paid(4) | | 2025 - PEO | $30,275,733 | $59,120,282 | $19,069,651 | $1,163,715 | $(25,308,941) | $64,775,091 | $— | $149,095,531 | | 2025 - Non-PEO NEOs | 5,136,440 | 19,362,821 | 5,027,979 | 516,170 | (4,152,011) | 3,330,365 | (1,968,710) | 27,253,054 | | 2024 – PEO | 28,072,183 | 40,688,124 | 17,102,610 | 4,192,528 | (24,132,183) | (1,343,437) | — | 64,579,825 | | 2024 – Non-PEO NEOs | 7,423,306 | 12,200,973 | 1,285,577 | 1,291,223 | (6,603,620) | (92,304) | — | 15,505,155 | | 2023 – PEO | 18,263,886 | 15,177,352 | 38,174,780 | 4,789,636 | (14,196,036) | 9,117,790 | — | 71,327,408 | | 2023 – Non-PEO NEOs | 5,314,098 | 4,320,061 | 5,182,666 | 1,363,314 | (4,168,098) | 1,487,392 | — | 13,499,433 | | 2022 – PEO | 12,893,293 | 4,684,963 | (99,602,444) | — | (9,400,414) | (30,066,025) | — | (121,490,627) | | 2022 – Non-PEO NEOs | 10,363,699 | 6,032,115 | (11,117,288) | 927,430 | (9,026,274) | (3,934,694) | (19,141,247) | (25,896,259) | | 2021 – PEO | 102,998,110 | 46,631,650 | 45,712,042 | — | (101,187,079) | 24,952,582 | — | 119,107,305 | | 2021 - Non-PEO NEOs | 19,026,864 | 13,477,008 | 831,998 | 2,002,816 | (17,674,364) | 2,797,404 | — | 20,461,726 |

  68. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid

    __________________ (1)Fair values are calculated in accordance with ASC 718 as of the end of the respective year, other than awards that vest in the covered year, which are valued as of the applicable vesting dates. (2)Reflects the total compensation amount for the PEO and average total compensation amount for the non-PEO NEOs as reported in the Summary Compensation Table for each year presented. (3)Reflects awards that failed to meet vesting conditions during the covered year. (4)Reflects the actual CAP for the PEO and average CAP for the non-PEO NEOs.

  69. Adjusted EBITDA

    Adjusted EBITDA Adjusted EBITDA is a non-GAAP measure. Adjusted EBITDA is defined as net income, adjusted to exclude, as applicable: (i) corporate borrowing-based interest expense (our adjusted EBITDA measure is not adjusted for warehouse or securitization-based interest expense, nor deposit interest expense and finance lease liability interest expense, as these are direct operating expenses), (ii) income tax expense (benefit), (iii) depreciation and amortization, (iv) share-based expense (inclusive of equity-based payments to non-employees), (v) restructuring charges, (vi) impairment expense (inclusive of goodwill impairments and property, equipment and software abandonments), (vii) transaction-related expenses, (viii) foreign currency impacts related to operations in highly inflationary countries, (ix) fair value changes in each of servicing rights and residual interests classified as debt due to valuation assumptions, (x) gain on extinguishment of debt, and (xi) other charges, as appropriate, that are not expected to recur and are not indicative of our core operating performance. Management believes adjusted EBITDA is a useful measure for period-over-period comparisons of our business. This measure enables management and investors to assess our core operating performance or results of operations by removing the effects of certain non-cash items and charges, as well as the impact of changes in volume over periods as applicable. In addition, management uses this measure to help evaluate cash flows generated from operations and the extent of additional capital, if any, required to invest in strategic initiatives. The following table reconciles adjusted EBITDA to net income (loss), the most directly comparable GAAP measure:

  70. Adjusted EBITDA

    | | Year Ended December 31, | | | | ($ in thousands) | 2025 | 2024 | 2023 | | Net income (loss) (GAAP) | $481,320 | $498,665 | $(300,742) | | Non-GAAP adjustments: | | | | | Interest expense – corporate borrowings(1) | 45,723 | 48,346 | 36,833 | | Income tax expense (benefit)(2) | 44,537 | (265,320) | (416) | | Depreciation and amortization | 234,151 | 203,498 | 201,416 | | Share-based expense | 262,058 | 246,152 | 271,216 | | Restructuring charges(3) | 948 | 1,530 | 12,749 | | Impairment expense(4) | — | — | 248,417 | | Foreign currency impact of highly inflationary subsidiaries(5) | 7,104 | 1,683 | 10,971 | | Transaction-related expense(6) | — | 615 | 142 | | Servicing rights – change in valuation inputs or assumptions(7) | (22,013) | (6,280) | (34,700) | | Residual interests classified as debt – change in valuation inputs or assumptions(8) | 70 | 108 | 425 | | Gain on extinguishment of debt(9) | — | (62,517) | (14,574) | | Total adjustments | 572,578 | 167,815 | 732,479 | | Adjusted EBITDA (non-GAAP) | $1,053,898 | $666,480 | $431,737 |

  71. Adjusted EBITDA

    ___________________ (1)Our adjusted EBITDA measure adjusts for corporate borrowing-based interest expense, as these expenses are a function of our capital structure. Corporate borrowing-based interest expense includes interest on our revolving credit facility, as well as interest expense and the amortization of debt discount and debt issuance costs on our convertible notes. (2)The income tax expense recognized in 2025 is primarily attributable to the Company’s profitability, partially offset by discrete tax benefits for stock compensation recorded during the year. Our income tax position in 2024 was primarily due to the release in the fourth quarter of a $258 million valuation allowance against certain deferred tax assets based on our reassessment of their realizability. Income taxes in 2023 were primarily attributable to income tax benefits from foreign losses in jurisdictions with net deferred tax liabilities related to Technisys, offset by income tax expense associated with the profitability of SoFi Bank in state jurisdictions where separate filings are required, as well as federal taxes where our tax credits and loss carryforwards may be limited. (3)Restructuring charges in 2025 and 2024 relate to legal entity restructuring. Restructuring charges in 2023 primarily included employee-related wages, benefits and severance associated with a small reduction in headcount in our Technology Platform segment in the first quarter of 2023 and expenses in the fourth quarter of 2023 related to a reduction in headcount across the Company, which do not reflect expected future operating expenses and are not indicative of our core operating performance. (4)Impairment expense in 2023 includes $247,174 related to goodwill impairment, and $1,243 related to a sublease arrangement, which are not indicative of our core operating performance. (5)Foreign currency charges reflect the impacts of highly inflationary accounting for our operations in Argentina, which are related to our Technology Platform segment and commenced in the first quarter of 2022 with the Technisys Merger. (6)Transaction-related expenses in 2024 and 2023 included financial advisory and professional services costs associated with our acquisition of Wyndham. (7)Reflects changes in fair value inputs and assumptions, including market servicing costs, conditional prepayment, default rates and discount rates. This non-cash change is unrealized during the period and, therefore, has no impact on our cash flows from operations. As such, these positive and negative changes in fair value attributable to assumption changes are adjusted out of net income to provide management and financial users with better visibility into the earnings available to finance our operations. (8)Reflects changes in fair value inputs and assumptions, including conditional prepayment, default rates and discount rates. When third parties finance our consolidated VIEs through purchasing residual interests, we receive proceeds at the time of the securitization close and, thereafter, pass along contractual cash flows to the residual interest owner. These obligations are measured at fair value on a recurring basis, which has no impact on our initial financing proceeds, our future obligations to the residual interest owner (because future residual interest claims are limited to contractual securitization collateral cash flows), or the general operations of our business. As such, these positive and negative non-cash changes in fair value attributable to assumption changes are adjusted out of net income to provide management and financial users with better visibility into the earnings available to finance our operations. (9)Reflects gain on extinguishment of debt. Gains and losses are recognized during the period of extinguishment for the difference between the net carrying amount of debt extinguished and the fair value of equity securities issued.