SoFi Technologies, Inc.SOFI
SoFi Technologies, Inc. Stock Compensation Disclosure
Note 16. Share-Based Compensation
2011 Stock Option Plan
Prior to the Business Combination, the Company’s Amended and Restated 2011 Stock Option Plan (the “2011 Plan”) allowed the Company to grant shares of common stock to employees, non-employee directors and non-employee third parties. As of December 31, 2025, outstanding awards to non-employee third parties under the 2011 Plan were not material. The Company also had shares authorized under a stock plan assumed in a 2020 business combination, which were assumed by the 2011 Plan. Upon the closing of the Business Combination, the remaining unallocated share reserve under the 2011 Plan was cancelled and no new awards may be granted under such plan. Awards outstanding under the 2011 Plan were assumed by SoFi Technologies upon the closing of the Business Combination and continue to be governed by the terms of the 2011 Plan.
2021 Stock Option and Incentive Plan
In connection with the closing of the Business Combination, the Company adopted the 2021 Stock Option and Incentive Plan (the “2021 Plan”), which authorized for issuance 63,575,425 shares of common stock in connection with the Business Combination. Under the 2021 Plan, effective January 1, 2022, our Board of Directors authorized the issuance of an additional 8,937,242 shares. In the third quarter of 2022, the Company’s stockholders approved the amendment and restatement of the 2021 Stock Option and Incentive Plan (the “Amended and Restated 2021 Plan”), including a modification to the evergreen provision and an increase in the number of shares of common stock available for issuance under the plan. As of December 31, 2025, the Amended and Restated 2021 Plan includes an aggregate of 255,238,933 shares of common stock authorized for issuance of awards. The Amended and Restated 2021 Plan allows for the number of authorized shares to increase on the first day of each fiscal year beginning on January 1, 2023 and ending on and including January 1, 2030 equal to the lesser of (a) five percent of the aggregate number of shares of common stock outstanding on the final day of the immediately preceding calendar year, and (b) such smaller number of shares of common stock as determined by the Board of Directors. The Amended and Restated 2021 Plan allows for the issuance of stock options, stock appreciation rights, restricted stock, RSUs (including PSUs), dividend equivalents and other stock or cash based awards for issuance to its employees, non-employee directors and non-employee third parties. Shares associated with option exercises and RSU vesting are issued from the authorized pool.
Effective January 1, 2023, we approved a plan to allow our non-employee directors to elect, on an annual basis, to defer their cash retainers into equity awards, and/or to defer their RSU grants, which vest in accordance with the grant terms (collectively referred to as DSUs). DSUs are equity awards that entitle the holder to shares of our common stock when the awards vest. Directors may choose to receive their deferred stock distributions in a lump sum or in installments over different time periods. DSUs are measured based on the fair value of our common stock on the date of grant. DSU activity is presented with RSUs in the disclosures below.
2024 Employee Stock Purchase Plan
In 2024, the Company adopted the 2024 Employee Stock Purchase Plan (the “2024 ESPP”), which authorized for issuance an aggregate of 16,589,650 shares of common stock. The 2024 ESPP provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2025, by the lesser of 16,589,650 shares of Common Stock, 1% of the outstanding number of shares of Common Stock on the immediately preceding December 31, or such lesser amount as determined by the 2024 ESPP administrator.
Compensation and Benefits
Share-based compensation expense related to stock options, RSUs, PSUs and the ESPP is presented within the following line items in the consolidated statements of operations and comprehensive income (loss):
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Technology and product development | $ | 96,716 | $ | 86,170 | $ | 91,400 | |||||||||||
| Sales and marketing | 20,769 | 21,743 | 26,783 | ||||||||||||||
| Cost of operations | 14,064 | 13,462 | 10,662 | ||||||||||||||
| General and administrative | 130,509 | 124,777 | 142,371 | ||||||||||||||
| Total | $ | 262,058 | $ | 246,152 | $ | 271,216 | |||||||||||
Total compensation and benefits, inclusive of share-based compensation expense, was $1,142,145, $927,258 and $894,720 for the years ended December 31, 2025, 2024 and 2023, respectively. Compensation and benefits expenses are presented within the following categories of expenses within noninterest expense: (i) technology and product development, (ii) sales and marketing, (iii) cost of operations, and (iv) general and administrative in the consolidated statements of operations and comprehensive income (loss).
Stock Options
The terms of the stock option grants, including the exercise price per share and vesting periods, are determined by our Board of Directors. At the discretion and determination of our Board of Directors, the 2021 Amended and Restated Plan allows for stock options to be granted that may be exercised before the stock options have vested. The 2011 Plan, which continues to govern awards outstanding under that plan that were assumed by SoFi Technologies upon the closing of the Business Combination, had a similar provision.
Stock options were typically granted at exercise prices equal to the fair value of our common stock at the date of grant. Our stock options typically vest at a rate of 25% after one year from the vesting commencement date and then monthly over an additional three-year period. While the vesting schedule noted is typical, stock options have been issued under other vesting schedules. Our stock options typically expire ten years from the grant date or within 90 days of employee termination.
The following is a summary of stock option activity:
Number of Stock Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (in years) | |||||||||||||||
| Outstanding as of January 1, 2025 | 14,810,602 | $ | 7.85 | 3.1 | |||||||||||||
| Exercised | (1,051,198) | 6.60 | |||||||||||||||
Expired | (10,490) | 5.63 | |||||||||||||||
| Outstanding as of December 31, 2025 | 13,748,914 | $ | 7.95 | 2.2 | |||||||||||||
| Exercisable as of December 31, 2025 | 13,748,914 | $ | 7.95 | 2.2 | |||||||||||||
The aggregate intrinsic value of stock options exercised during the years ended December 31, 2025, 2024 and 2023 was $16.1 million, $16.9 million and $5.6 million, respectively. As of December 31, 2025, the aggregate intrinsic value of stock options outstanding and stock options exercisable was $250.7 million and $250.7 million, respectively.
As of December 31, 2025, there was no unrecognized compensation cost related to unvested stock options.
Restricted Stock Units
RSUs, inclusive of DSUs, are equity awards granted to employees that entitle the holder to shares of our common stock when the awards vest. For employees hired since 2024, new hire RSU grants typically vest between 12.5% to 16.7% on
the first vesting date, which occurs approximately six months after the date of grant, and ratably each quarter of the ensuing 10- to 14-quarter period. For employees hired during 2023, new hire RSU grants typically vest between 12.5% to 25% on the first vesting date, which occurs approximately six months after the date of grant, and ratably each quarter of the ensuing 6- to 14-quarter period. For employees hired during 2022, new hire RSU grants typically vest 12.5% on the first vesting date, which occurs approximately six months after the date of grant, and ratably each quarter of the ensuing 14-quarter period. For employees hired before January 1, 2022, new hire RSU grants typically vest 25% on the first vesting date, which occurs approximately one year after the date of grant, and ratably each quarter of the ensuing 12-quarter period. RSUs have been issued under other vesting schedules, including grants to existing employees. RSUs are measured based on the fair value of our common stock on the date of grant.
The following table summarizes RSU activity:
Number of RSUs | Weighted Average Grant Date Fair Value | ||||||||||
| Outstanding as of January 1, 2025 | 60,423,369 | $ | 7.77 | ||||||||
Granted | 24,784,993 | 15.91 | |||||||||
Vested(1) | (33,544,210) | 8.47 | |||||||||
Forfeited | (6,442,873) | 8.73 | |||||||||
Outstanding as of December 31, 2025 | 45,221,279 | $ | 11.57 | ||||||||
_____________________
(1)The total fair value, based on grant date fair value, of RSUs that vested during the years ended December 31, 2025, 2024 and 2023 was $284.0 million, $290.0 million, and $282.6 million, respectively.
The weighted average grant date fair value of RSUs issued during the years ended December 31, 2024 and 2023 was $7.94 and $6.51, respectively. As of December 31, 2025, there was $478.4 million of unrecognized compensation cost related to unvested RSUs, inclusive of DSUs, which will be recognized over a weighted average period of approximately 2.2 years.
Performance Stock Units
PSUs are equity awards granted to employees that, upon vesting, entitle the holder to shares of our common stock. During 2021 and 2023, we granted PSUs that will vest, if at all, on a graded basis during the four-year period commencing on May 28, 2022, subject to the achievement of specified performance goals, such as the volume-weighted average closing price of our stock over a 90-trading day period (“Target Hurdles”) and, now that we are a bank holding company, maintaining certain minimum standards applicable to bank holding companies. In the event of a Sale Event (as defined in the 2021 Amended and Restated Plan), the awards may automatically vest subject to the satisfaction of the Target Hurdles by reference to the sale price, without regard to any other vesting conditions. During 2024 and 2025, we granted PSUs, that will vest, if at all, at the conclusion of a three-year measurement period, subject to the achievement of specific performance goals, such as absolute growth in tangible book value, total risk weighted capital ratio, and relative total shareholder return.
The following table summarizes PSU activity:
Number of PSUs | Weighted Average Grant Date Fair Value | ||||||||||
| Outstanding as of January 1, 2025 | 14,048,503 | $ | 10.81 | ||||||||
| Granted | 1,820,753 | 13.42 | |||||||||
| Vested | (3,991,995) | 15.17 | |||||||||
| Forfeited | (1,533,420) | 7.99 | |||||||||
Outstanding as of December 31, 2025 | 10,343,841 | $ | 11.50 | ||||||||
The aggregate intrinsic value of PSUs vested during the year ended December 31, 2025 was $120.0 million. There were no PSUs vested during the years ended December 31, 2024 and 2023.
Compensation cost associated with PSUs is recognized using the accelerated attribution method for each of the three vesting tranches over the respective derived service period.
We determined the grant-date fair value of PSUs utilizing a Monte Carlo simulation model. The following table summarizes the inputs used for estimating the fair value of PSUs granted:
| Input | Year Ended December 31, 2025 | Year Ended December 31, 2024 | Year Ended December 31, 2023 | |||||||||||||||||
Risk-free interest rate | 3.9% | 4.5% | 1.6% | |||||||||||||||||
Expected volatility | 64.3% | 73.0% | 37.7% | |||||||||||||||||
Fair value of common stock | $11.26 | $8.02 | $12.06 | |||||||||||||||||
Dividend yield | —% | —% | —% | |||||||||||||||||
Our use of a Monte Carlo simulation model requires the use of subjective assumptions:
•Risk-free interest rate — Based on the U.S. Treasury rate at the time of grant commensurate with the remaining term of the PSUs.
•Expected volatility — Based on the implied volatility of our common stock from a set of comparable publicly-traded companies.
•Fair value of common stock — Based on the closing stock price on the date of grant.
•Dividend yield — We assumed no dividend yield because we have historically not paid out dividends to common stockholders.
The weighted average grant date fair value of PSUs issued during the years ended December 31, 2024 and 2023 was $9.17 and $3.36, respectively.
As of December 31, 2025, there was $27.8 million of unrecognized compensation cost related to unvested PSUs, which will be recognized over a weighted average period of approximately 1.9 years.
Employee Stock Purchase Plan
Our ESPP provides permitted eligible employees the right to purchase shares of the Company's common stock through payroll deductions of up to 15% of their eligible compensation, subject to certain limitations. The purchase price of the shares under the ESPP equals 85% of the lower of the fair market value of the Company's common stock on either the first or last day of each six-month offering period (i.e., a 15% discount). The ESPP does not include post-purchase holding requirements and does not include certain features that could trigger modification, such as increases to contribution rates, resets, and rollovers. Employees are allowed to terminate their participation in the ESPP at any time during the purchase period prior to the purchase of shares.
Compensation expense for the ESPP relates to the 15% discount and is calculated as of the beginning of the offering period as the fair value of the employees’ purchase rights utilizing the Black-Scholes Model and compensation expense is recognized over the offering period. The first offering period was initiated in December 2024.
The table below presents the fair value assumptions used for the period indicated:
| Input | Year Ended December 31, 2025 | Year Ended December 31, 2024 | ||||||||||||
Risk-free interest rate | 4.0% | 4.3% | ||||||||||||
Expected term (in years) | 0.5 | 0.5 | ||||||||||||
Expected volatility | 60.5% | 49.6% | ||||||||||||
Fair value of common stock | $20.51 | $15.57 | ||||||||||||
Dividend yield | —% | —% | ||||||||||||
Our use of a Black-Scholes Model requires the use of subjective assumptions:
•Risk-free interest rate — Based on the U.S. Treasury rate at the time of grant commensurate with the offering period.
•Expected term — Based on the 6-month offering period and corresponding purchase period.
•Expected volatility — Based on the historical volatility at the offering date, over a historical period equal to the expected term.
•Fair value of common stock — Based on the closing stock price on the date of grant (first day of offering period).
•Dividend yield — We assumed no dividend yield because we have historically not paid out dividends to common stockholders.
As of December 31, 2025, there was $9.1 million of unrecognized compensation cost related to the ESPP, to be recognized over the remainder of the six-month offering period, ending in June 2026.
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 Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.