SoFi Technologies, Inc.SOFI
SoFi Technologies, Inc. Debt Disclosure
Note 12. Debt
The following table summarizes the components of our debt:
| December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||
| Borrowing Description | Total Collateral(1) | Stated Interest Rate(2) | Weighted Average Effective Interest Rate(3) | Termination/Maturity(4) | Total Capacity | Total Outstanding(5) | Total Outstanding | |||||||||||||||||||||||||||||||||||||
| Debt Facilities | ||||||||||||||||||||||||||||||||||||||||||||
| Personal loan warehouse facilities | $ | — | 4.46% – 5.07% | 4.77% | June 2026 – October 2028 | $ | 3,700,000 | $ | — | $ | 205,367 | |||||||||||||||||||||||||||||||||
| Student loan warehouse facilities | — | 4.37% – 4.90% | 4.92% | May 2026 – November 2028 | 3,480,000 | — | 1,044,682 | |||||||||||||||||||||||||||||||||||||
Risk retention warehouse facilities(6) | — | — | 6.20% | — | — | — | 6,834 | |||||||||||||||||||||||||||||||||||||
Revolving credit facility(7) | 5.29% | 5.38% | April 2028 | 645,000 | 486,000 | 486,000 | ||||||||||||||||||||||||||||||||||||||
| Other Debt | ||||||||||||||||||||||||||||||||||||||||||||
Convertible senior notes, due 2026(8) | —% | 0.43% | October 2026 | 428,022 | 428,022 | |||||||||||||||||||||||||||||||||||||||
Convertible senior notes, due 2029(9) | 1.25% | 1.75% | March 2029 | 862,500 | 862,500 | |||||||||||||||||||||||||||||||||||||||
Other financing(10) | 282,663 | 335,535 | — | — | ||||||||||||||||||||||||||||||||||||||||
Securitizations | ||||||||||||||||||||||||||||||||||||||||||||
Personal loan securitizations | — | — | 2.04% | — | — | 14,377 | ||||||||||||||||||||||||||||||||||||||
Student loan securitizations | 63,173 | 3.09% – 3.73% | 3.40% | August 2048 | 54,107 | 66,501 | ||||||||||||||||||||||||||||||||||||||
Total, before unamortized debt issuance costs, premiums and discounts | $ | 1,830,629 | $ | 3,114,283 | ||||||||||||||||||||||||||||||||||||||||
Less: unamortized debt issuance costs, premiums and discounts(11) | (15,467) | (21,591) | ||||||||||||||||||||||||||||||||||||||||||
Total debt | $ | 1,815,162 | $ | 3,092,692 | ||||||||||||||||||||||||||||||||||||||||
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(1)As of December 31, 2025, represents the total of the unpaid principal balances within each debt category, with the exception of the risk retention warehouse facilities, which include securitization-related investments carried at fair value. In addition, certain securitization interests that eliminate in consolidation are pledged to risk retention warehouse facilities. Collateral balances relative to debt balances may vary period to period due to the timing of the next scheduled payment to the warehouse facility.
(2)For variable-rate debt, the ranges of stated interest rates are based on the interest rates in effect as of December 31, 2025. The interest on our variable-rate debt is typically designed as a reference rate plus a spread. Reference rates as of December 31, 2025 included overnight SOFR, one-month SOFR and commercial paper rates determined by the facility lenders. As debt arrangements are renewed, the reference rate and/or spread are subject to change. Unused commitment fees ranging from 0 to 50 bps on our various warehouse facilities are recognized within noninterest expense—general and administrative in our consolidated statements of operations and comprehensive income (loss).
(3)Weighted average effective interest rates are calculated based on the interest rates in effect as of December 31, 2025 and include the amortization of debt issuance costs.
(4)For securitization debt, the maturity of the notes issued by the various trusts occurs upon either the maturity of the loan collateral or full payment of the loan collateral held in the trusts. Our maturity date represents the legal maturity of the last class of maturing notes. Securitization debt matures as loan collateral payments are made.
(5)There were no debt discounts issued during the year ended December 31, 2025.
(6)For risk retention warehouse facilities, we only state capacity amounts for facilities wherein we can pledge additional asset-backed bonds and residual investments as of the balance sheet date.
(7)As of December 31, 2025, $11.4 million of the revolving credit facility total capacity was not available for general borrowing purposes because it was utilized to secure letters of credit. Refer to our letter of credit disclosures in Note 18. Commitments, Guarantees, Concentrations and Contingencies for more details. Additionally, the interest rate presented is the interest rate on standard withdrawals on our revolving credit facility, while same-day withdrawals incur interest based on the prime rate.
(8)The original issue discount and debt issuance costs related to the convertible senior notes due 2026 are amortized into interest expense—corporate borrowings in the consolidated statements of operations and comprehensive income (loss) using the effective interest method over the contractual term of the notes. For the years ended December 31, 2025, 2024 and 2023, total interest expense on the convertible notes was $1.8 million, $2.7 million and $5.1 million, respectively, and the effective interest rate was 0.43%, 0.43% and 0.43%, respectively. For all periods, interest expense was related to
amortization of debt discount and issuance costs. As of December 31, 2025 and 2024, unamortized debt discount and issuance costs were $1.5 million and $3.3 million, respectively, and the net carrying amount was $426.6 million and $424.7 million, respectively.
(9)The original issue discount and debt issuance costs related to the convertible senior notes due 2029 are amortized into interest expense—corporate borrowings in the consolidated statements of operations and comprehensive income (loss) using the effective interest method over the contractual term of the notes. For the years ended December 31, 2025 and 2024, total interest expense on the convertible notes was $15.1 million and $12.3 million, respectively, which was composed of $10.8 million and $8.7 million, respectively, of contractual interest expense, and $4.3 million and $3.6 million, respectively, of amortization of discounts and issuance costs; and the effective interest rate was 1.75% and 1.75%, respectively. As of December 31, 2025 and 2024, unamortized debt discount and issuance costs were $14.0 million and $18.3 million, respectively, and the net carrying amount was $848.5 million and $844.2 million, respectively.
(10)Includes $63.0 million of loans and $219.6 million of investment securities pledged as collateral to secure $285.5 million of available borrowing capacity with the FHLB, of which $46.7 million was not available as it was utilized to secure letters of credit. Refer to our letter of credit disclosures in Note 18. Commitments, Guarantees, Concentrations and Contingencies for more details. Also includes unsecured available borrowing capacity of $50.0 million with correspondent banks.
(11)As of December 31, 2025 and 2024, unamortized debt issuance costs related to revolving debt of $1.0 million and $1.5 million, respectively, was reported in other assets in the consolidated balance sheets.
The total accrued interest payable on borrowings of $3.3 million and $7.5 million as of December 31, 2025 and 2024, respectively, was presented within accounts payable, accruals and other liabilities in the consolidated balance sheets.
Convertible Senior Notes
Convertible Senior Notes, Due 2026
In October 2021, we issued $1.2 billion aggregate principal amount of convertible notes, pursuant to an indenture, dated October 4, 2021, between the Company and U.S. Bank National Association, as trustee (“2026 convertible notes”). The 2026 convertible notes are unsecured, unsubordinated obligations. The 2026 convertible notes do not bear regular interest. The 2026 convertible notes will mature on October 15, 2026, unless earlier repurchased, redeemed or converted.
The net proceeds from the offering were $1.176 billion, after deducting the 2% initial purchasers’ discount of $24 million, and before the cost of the Capped Call Transactions, as described below, and offering expenses payable by the Company. The debt issuance costs of $1.7 million included third-party legal and accounting fees. The original issue discount and debt issuance costs are amortized into interest expense—corporate borrowings in the consolidated statements of operations and comprehensive income (loss) using the effective interest method over the contractual term of the convertible notes.
In December 2023, the Company entered into separate, privately negotiated repurchase agreements with a limited number of holders of the 2026 convertible notes to repurchase $88.0 million aggregate principal amount of the 2026 convertible notes, which were settled through the issuance of 9,490,000 shares of common stock.
In March 2024, the Company entered into separate, privately negotiated repurchase agreements with a limited number of holders of the 2026 convertible notes to repurchase $600.0 million aggregate principal amount of the 2026 convertible notes, which were settled through the issuance of 72,621,879 shares of common stock. In August 2024, the Company entered into separate, privately negotiated repurchase agreements with a limited number of holders of the 2026 convertible notes to repurchase $84.0 million aggregate principal amount of the 2026 convertible notes, which were settled through the issuance of 10,591,795 shares of common stock. Following these repurchases, $428.0 million aggregate principal amount of the 2026 convertible notes remain outstanding.
These transactions were determined to be an extinguishment of debt. The difference between the consideration used to repurchase the convertible notes and the carrying value of the convertible notes, less retirement of discount and issuance costs, resulted in a gain on extinguishment of $62.5 million and $14.6 million recorded within noninterest income—other in the consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2024 and 2023, respectively.
We used a portion of the net proceeds from the October 2021 offering to fund the cost of entering into the 2026 capped call transactions. In connection with the March 2024 repurchase agreements, the Company entered into unwind agreements to terminate a portion of the 2026 capped call transactions. Refer to Note 13. Equity for additional detail.
As of December 31, 2025, the 2026 convertible notes are potentially convertible into 19,096,202 shares of common stock.
Conversion
The convertible notes are convertible by the noteholders prior to the close of business on the business day immediately preceding April 15, 2026 if certain conditions related to the notes trading price or Company’s share price are met, there are certain corporate events or distributions of the Company’s stock, or the Company calls the notes for redemption, each as set forth in the indenture. On and after April 15, 2026 until the close of business on the second scheduled trading day immediately preceding the maturity date, the convertible notes are freely convertible by the noteholders. The conversion rate is 44.6150 shares of our common stock per $1,000 principal amount of convertible notes, which represents an initial conversion price of approximately $22.41 per share of our common stock.
Settlement
We will settle conversions by paying or delivering, at our election, cash, shares of our common stock or a combination of cash and shares of our common stock, based on the applicable conversion rate(s). If we elect to deliver cash or a combination of cash and shares of our common stock, then the consideration due upon conversion will be determined over an observation period consisting of 30 “VWAP Trading Days” (as defined in the indenture). The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.
Redemption
The convertible notes will also be redeemable, in whole or in part, at our option at any time, and from time to time, on or after October 15, 2024 through the 30th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the convertible notes to be redeemed, plus accrued interest, if any, thereon to, but excluding, the redemption date, but only if certain liquidity conditions described in the indenture are satisfied and certain conditions are met with respect to the last reported sale price per share of our common stock prior to conversion. In addition, calling any note for redemption will also constitute a Make-Whole Fundamental Change with respect to that note, in which case the conversion rate applicable to the conversion of that note will be increased in certain circumstances if it is converted after it is called for redemption.
Convertible Senior Notes, Due 2029
In March 2024, we issued $862.5 million aggregate principal amount of convertible notes, pursuant to an indenture, dated March 8, 2024, between the Company and U.S. Bank National Association, as trustee (“2029 convertible notes”). The 2029 convertible notes are unsecured, unsubordinated obligations. The 2029 convertible notes will pay interest at a rate of 1.25%, payable semi-annually beginning in September 2024. The 2029 convertible notes will mature on March 15, 2029, unless earlier repurchased, redeemed or converted.
The net proceeds from the offering were $845.3 million, after deducting the 2% initial purchasers’ discount of $17.3 million, and before the cost of the 2029 capped call transactions, as described below, and offering expenses payable by the Company. The debt issuance costs of $4.6 million included third-party legal and accounting fees. The original issue discount and debt issuance costs are amortized into interest expense—corporate borrowings in the consolidated statements of operations and comprehensive income (loss) using the effective interest method over the contractual term of the 2029 convertible notes.
We used a portion of the net proceeds from the March 2024 offering to fund the cost of entering into 2029 capped call transactions, as described in Note 13. Equity. The remainder of the net proceeds from the offering, together with cash on hand, were used (i) to pay expenses relating to this offering, (ii) to redeem Series 1 Preferred Stock and (iii) for general corporate purposes.
Conversion
The 2029 convertible notes are convertible by the noteholders prior to the close of business on the business day immediately preceding September 15, 2028 if certain conditions related to the notes trading price or Company’s share price are met, upon the occurrence of certain corporate events or distributions of the Company’s stock, or the Company calls the notes for redemption, each as set forth in the indenture. On and after September 15, 2028 until the close of business on the second scheduled trading day immediately preceding the maturity date, the 2029 convertible notes are freely convertible by the
noteholders. The conversion rate is 105.8089 shares of our common stock per $1,000 principal amount of 2029 convertible notes, which represents an initial conversion price of approximately $9.45 per share of our common stock.
During the three months ended December 31, 2025, a conditional conversion feature of the 2029 convertible notes was met. Specifically, the last reported sale price of the Company’s common stock was more than or equal to 130% of the conversion price for at least 20 trading days in the period of 30 consecutive trading days. As a result of this condition being met, the 2029 convertible notes are convertible, in whole or in part, at the option of the holders from January 1, 2026 to March 31, 2026. Through February 17, 2026, no holder has elected to convert their notes. Whether the 2029 convertible notes will be convertible following March 31, 2026 will depend on the continued satisfaction of this conversion condition or another conversion condition in the future.
Settlement
We will settle conversions of the 2029 convertible notes by paying or delivering cash, and if applicable, shares of our common stock for the amount in excess of the cash redemption price, based on the applicable conversion rate. Consideration due upon conversion will be determined over an observation period consisting of 30 “VWAP Trading Days” (as defined in the indenture). The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.
Redemption
The 2029 convertible notes will also be redeemable, in whole or in part, at our option at any time, and from time to time, on or after March 15, 2027 through the 30th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2029 convertible notes to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the redemption date, but only if certain liquidity conditions described in the indenture are satisfied and certain conditions are met with respect to the last reported sale price per share of our common stock prior to conversion. In addition, calling any note for redemption will also constitute a Make-Whole Fundamental Change with respect to that 2029 convertible note, in which case the conversion rate applicable to the conversion of that 2029 convertible note will be increased in certain circumstances if it is converted after it is called for redemption.
See Note 1. Organization, Summary of Significant Accounting Policies and New Accounting Standards for our accounting policy as it relates to the convertible notes.
Material Changes to Debt Arrangements
On April 28, 2023, we entered into an Amended and Restated Revolving Credit Agreement (“Amended and Restated Credit Agreement”), which amended and restated the Revolving Credit Agreement (“Original Credit Agreement”), dated as of September 27, 2018, among Social Finance, Inc., the lenders party thereto, the issuing banks party thereto and Goldman Sachs Bank USA, as administrative agent. The Amended and Restated Credit Agreement amended and restated the Original Credit Agreement to, among other things, (i) increase the initial aggregate commitment to $645 million, (ii) extend the maturity date of the revolving credit facility to the date that is five years after the closing date, (iii) change the borrower entity under the revolving credit facility to SoFi Technologies, Inc., (iv) replace LIBOR as the term benchmark rate applicable to revolving loans denominated in U.S. dollars with a benchmark rate equal to Term SOFR plus a credit spread adjustment of 0.10%, and (v) effect certain other changes. The Amended and Restated Credit Agreement also contains financial covenants that require the Company to maintain a certain amount of unrestricted cash and cash equivalents and to meet certain risk-based capital ratios and a leverage ratio.
During the year ended December 31, 2025, we opened one warehouse facility with a capacity of $450.0 million. We closed two warehouse facilities with an aggregate maximum available capacity of $250.0 million, closed one risk retention facility, and one warehouse facility matured.
Our warehouse and securitization debt is secured by a continuing lien and security interest in the loans financed by the proceeds. Within each of our debt facilities, we must comply with certain operating and financial covenants. These financial covenants include, but are not limited to, maintaining: (i) a certain minimum tangible net worth, (ii) minimum unrestricted cash and cash equivalents, (iii) a maximum leverage ratio of total debt to tangible net worth, and (iv) minimum risk-based capital and leverage ratios. Our debt covenants can lead to restricted cash classifications in our consolidated balance sheets. Our
subsidiaries are restricted in the amount that can be distributed to the parent company only to the extent that such distributions would cause the financial covenants to not be met. We were in compliance with all financial covenants.
We act as a guarantor for our wholly-owned subsidiaries in several arrangements in the case of default. As of December 31, 2025, we have not identified any risks of nonpayment by our wholly-owned subsidiaries.
Maturities of Borrowings
Future maturities of our outstanding debt with scheduled payments, which included our revolving credit facility and convertible notes, were as follows:
| December 31, 2025 | |||||
| 2026 | $ | 428,022 | |||
| 2027 | — | ||||
| 2028 | 486,000 | ||||
| 2029 | 862,500 | ||||
| 2030 | — | ||||
| Thereafter | — | ||||
| Total | $ | 1,776,522 | |||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 17, 2026 | Showing above |
| 2024 | Feb 24, 2025 | |
| 2023 | Feb 27, 2024 | |
| 2022 | Mar 1, 2023 | |
| 2021 | Mar 1, 2022 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.