What the changes say
- New risks center on concentrated loan-platform counterparties, tighter third-party oversight, cybersecurity costs, digital assets, remittances, and home-equity lending.
- SoFi expanded internationally through cryptocurrency trading and remittances, adding licensing, compliance, operational, and reputational exposure.
- Student-loan risks now reflect 2025–2026 policy changes, while deposit features expanded and credit-card offerings added the SoFi Smart Card.
- Several older risks were dropped, including warehouse covenants, Wyndham mortgage liabilities, and transferred digital-asset trading services.
What changed since the prior 10-K
New
- NewBusiness, Financial and Operational Risks
We originate personal loans under the Loan Platform Business for a concentrated number of counterparties, and the loss of one or more significant Loan Platform Business counterparties could have a negative impact on our operating results
Dependence on a concentrated group of Loan Platform Business counterparties could make personal-loan demand and purchases fluctuate or disappear.
- NewBusiness, Financial and Operational Risks
Our oversight of third-party service providers is subject to regulation, supervision and examination by our prudential and other regulators, and if our oversight is found to be lacking, it may adversely affect our business
Federal Reserve, OCC, and FDIC scrutiny of third-party oversight could expose SoFi to regulatory action if vendor management is inadequate.
- NewBusiness, Financial and Operational Risks
A cyberattack or other security incident could result in significant costs and adversely affect our business, financial condition and results of operations
Cyberattacks affecting SoFi or its service providers could create response, remediation, legal, regulatory, insurance, and liability costs exceeding coverage.
- NewStrategic and New Product Risks
If we are unable to manage the complexity of global operations successfully, our financial performance and operating results could suffer
U.S. and Hong Kong digital-asset trading and blockchain products add complex, changing regulations, licensing obligations, penalties, and reputational risks.
- NewStrategic and New Product Risks
We are new to global remittance services and engaging in such services exposes us to numerous risks, including compliance with complex laws and regulations across jurisdictions, and operational risks, each of which could materially and adversely affect our business, results of operations, and financial condition
New remittance services between the United States and 30 countries create cross-border licensing, sanctions, privacy, cybersecurity, and operational compliance risks.
- NewCredit Market Related Risks
Home equity loans expose us to heightened credit, property value and interest rate risk
Home-equity loans carry heightened losses because subordinate liens recover after first mortgages, while property values and interest-rate changes affect defaults, yields, and valuation.
Dropped
- DroppedFunding and Liquidity Risks
There can be no assurance that we will maintain compliance with all financial and other covenants included in our warehouse facilities in the future
- DroppedFunding and Liquidity Risks
Wyndham's liability to its loan investors and loan insurers for mortgage loans originated by Wyndham, including repurchase obligations that might not be contingent upon the investor proving an error by Wyndham
- DroppedRegulatory, Tax and Other Legal Risks
We transferred our digital assets-related trading services to comply with regulations governing bank holding companies; this transfer could adversely impact our member relationships and our reputation
Reworded
- 82% rewrittenRegulatory, Tax and Other Legal Risks
Legislative and regulatory policies and related actions have had and could in the future have a material adverse effect on borrower behavior, our student loan portfolios and our student loan origination volume
The risk now covers 2025 federal student-loan changes and 2026 scheduled changes affecting origination, refinancing, servicing, collections, and ancillary products.
Was: Legislative and regulatory policies and related actions have had and could in the future have a material adverse effect on our student loan portfolios and our student loan origination volume
- 76% rewrittenCredit Market Related Risks
Student loans are subject to discharge in certain circumstances
The disclosure now specifies bankruptcy treatment under the Internal Revenue Code and adds discharge following borrower death or disability.
- 66% rewrittenFunding and Liquidity Risks
Increases in member default rates on loans could make us and our loans less attractive to whole loan buyers, Loan Platform Business counterparties, lenders under debt warehouse facilities and investors in securitizations, which may adversely affect our access to financing and our business
Loan Platform Business counterparties were added to the funding sources that may react negatively to higher member defaults.
Was: Increases in member default rates on loans could make us and our loans less attractive to whole loan buyers, lenders under debt warehouse facilities and investors in securitizations, which may adversely affect our access to financing and our business
- 63% rewrittenStrategic and New Product Risks
Demand for our products may decline if we do not continue to innovate or respond to evolving technological or other changes
SoFi now identifies AI integration as an expected technology change used to improve members’ experience.
- 57% rewrittenRegulatory, Tax and Other Legal Risks
An inability to accept or maintain deposits due to regulatory constraints could materially adversely affect our liquidity position and our ability to fund our business
The SoFi Insured Deposit Program limit increased from $2 million to $3 million, and SoFi Plus rewards were added as deposit features.
Was: An inability to accept or maintain deposits due to market demand or regulatory constraints could materially adversely affect our liquidity position and our ability to fund our business
- 56% rewrittenFunding and Liquidity Risks
Any failure to accurately capture credit risk or to execute our funding strategy for SoFi Credit Card could have a negative impact on our business, operating results and financial condition
The SoFi Smart Card, a charge card secured by a member’s Checking and Savings Account, was added to the card portfolio.
- 55% rewrittenInformation Technology and Data Risks
Cyberattacks and other security incidents and compromises could have an adverse effect on our business and systems, harm our brand and our reputation and expose us to liability. Efforts to prevent and respond to these attacks and incidents are costly
The information covered now includes employees, service providers, and customer-asset access data, while emphasizing SoFi’s safe-and-secure money-storage reputation.
Was: Cyberattacks and other security incidents and compromises could have an adverse effect on our business, harm our reputation and expose us to liability and adversely affect our ability to collect payments and maintain accurate accounts. Efforts to prevent and respond to these attacks and incidents are costly
- 40% rewrittenCredit Market Related Risks
We operate in a cyclical industry. In an economic downturn, member default rates may increase, there may be decreased demand for our products, and there may be adverse impacts to our business
Inflation was added to the macroeconomic factors, and declining product demand now expressly includes reduced deposits.
- 39% rewrittenInformation Technology and Data Risks
The processing of personal data and implementation of new technologies could give rise to liabilities as a result of federal, state and international laws and regulations, as well as our failure to adhere to the privacy and data security practices that we articulate to our members
- 36% rewrittenFunding and Liquidity Risks
If one or more of our warehouse facilities, on which we are highly dependent, is terminated or otherwise becomes unavailable, we may be unable to find replacement financing on favorable terms, or at all, which would have a material adverse effect on our business and financial condition
- 33% rewrittenRegulatory, Tax and Other Legal Risks
If we fail to comply with federal and state consumer protection laws, rules, regulations and guidance, our business could be adversely affected
- 32% rewrittenRegulatory, Tax and Other Legal Risks
Failure to comply with anti-money laundering, economic and trade sanctions regulations, and similar laws could subject us to penalties and other adverse consequences
- 31% rewrittenStrategic and New Product Risks
An increase in fraudulent activity could lead to reputational damage to our brand and material legal, regulatory and financial exposure (including fines and other penalties), and could reduce the use and acceptance of SoFi Money, SoFi Credit Card and SoFi Crypto
Was: An increase in fraudulent activity could lead to reputational damage to our brand and material legal, regulatory and financial exposure (including fines and other penalties), and could reduce the use and acceptance of SoFi Money and SoFi Credit Card
- 30% rewrittenBusiness, Financial and Operational Risks
We rely on third parties to perform certain key functions, and their failure to perform those functions could adversely affect our business, financial condition and results of operations
- 29% rewrittenRegulatory, Tax and Other Legal Risks
Our investment adviser and broker-dealer subsidiaries are subject to regulation by the SEC and FINRA
- 28% rewrittenRegulatory, Tax and Other Legal Risks
The U.S. Congress, the U.S. Presidential administration, or any new administration may make substantial changes to fiscal, tax, and other federal policies that may adversely affect our business
Was: The U.S. Congress, the Trump administration, or any new administration may make substantial changes to fiscal, tax, and other federal policies that may adversely affect our business
- 27% rewrittenRegulatory, Tax and Other Legal Risks
We may become subject to enforcement actions or litigation as a result of our failure to comply with laws and regulations, even though noncompliance was inadvertent or unintentional
- 23% rewrittenBusiness, Financial and Operational Risks
We operate in rapidly evolving industries and have limited experience in parts of our Financial Services and Technology Platform segments, which may make it difficult for us to successfully identify and address the risks and uncertainties we face
- 22% rewrittenRisk Management and Financial Reporting Risks
Our risk management processes and procedures may not be effective
- 22% rewrittenRisks Related to Ownership of Our Securities
The price of our common stock has fluctuated and may be volatile in the future
- 22% rewrittenMarket and Interest Rate Risks
Changing expectations for inflation and fluctuations in interest rates could decrease demand for our lending products and negatively affect loan performance, as well as increase certain operating costs, such as employee compensation
- 21% rewrittenBusiness, Financial and Operational Risks
Galileo and Technisys depend on a small number of clients, the loss or disruptions in operations of any of which could have a material adverse effect on their businesses and financial results, and negatively impact our financial results and results of operations
All 92 risk factors
Headings as the filing states them, in filing order.
Business, Financial and Operational Risks
- 01We operate in rapidly evolving industries and have limited experience in parts of our Financial Services and Technology Platform segments, which may make it difficult for us to successfully identify and address the risks and uncertainties we face23% rewritten
- 02We have a history of losses and may experience net losses in the future and there is no assurance that our revenue and business model will be successful
- 03We have experienced rapid growth in recent years, including through the addition of new products and lines of business and entry into new geographies, which may place significant demands on our operational, risk management, sales and marketing, technology, compliance, and finance and accounting resources
- 04Our results of operations and future prospects depend on our ability to retain existing members and attract new members. We face intense and increasing competition and, if we do not compete effectively, our competitive positioning and our operating results will be harmed
- 05Market volatility and adverse changes in financial market conditions may increase our market risk
- 06Our future growth depends significantly on our branding and marketing efforts, and if our marketing efforts are not successful or we receive negative publicity, our business and results of operations will be harmed
- 07Reputational harm, including as a result of our actual or alleged conduct or public opinion of the financial services industry generally, could adversely affect our business, results of operations, and financial condition
- 08Our reputation and/or business could be negatively impacted by ESG matters and/or our reporting of such matters
- 09We may experience fluctuations in our quarterly operating results
- 10We sell our loans to a concentrated number of whole loan purchasers and the loss of one or more significant purchasers could have a negative impact on our operating results
- 11We originate personal loans under the Loan Platform Business for a concentrated number of counterparties, and the loss of one or more significant Loan Platform Business counterparties could have a negative impact on our operating resultsNew
- 12Galileo and Technisys depend on a small number of clients, the loss or disruptions in operations of any of which could have a material adverse effect on their businesses and financial results, and negatively impact our financial results and results of operations21% rewritten
- 13We rely on third parties to perform certain key functions, and their failure to perform those functions could adversely affect our business, financial condition and results of operations30% rewritten
- 14Our oversight of third-party service providers is subject to regulation, supervision and examination by our prudential and other regulators, and if our oversight is found to be lacking, it may adversely affect our businessNew
- 15A cyberattack or other security incident could result in significant costs and adversely affect our business, financial condition and results of operationsNew
- 16The conditional conversion feature of our convertible notes, if triggered, may adversely affect our financial condition
- 17The Capped Call Transactions may affect the value of the notes and our common stock
- 18We are subject to counterparty risk with respect to the Capped Call Transactions, and the Capped Call Transactions may not operate as planned
Market and Interest Rate Risks
- 19Our business and results of operations have in the past and may in the future be adversely affected by the financial markets, fiscal, monetary, and regulatory policies, and economic conditions generally
- 20We have the option of pursuing a gain-on-sale origination model and, consequently, our business is affected by the cost and availability of funding in the capital markets
- 21Changing expectations for inflation and fluctuations in interest rates could decrease demand for our lending products and negatively affect loan performance, as well as increase certain operating costs, such as employee compensation22% rewritten
- 22Fluctuations in interest rates could negatively affect the demand for our checking and savings product
- 23We are exposed to financial risks that may be partially mitigated but cannot be eliminated by our hedging activities, which carry their own risks
- 24Our financial condition and results of operations have been and may in the future be adversely impacted by an epidemic or pandemic
Strategic and New Product Risks
- 25We have in the past consummated, and from time to time we may evaluate and potentially consummate, acquisitions, which could require significant management attention, disrupt our business and adversely affect our financial results
- 26Demand for our products may decline if we do not continue to innovate or respond to evolving technological or other changes63% rewritten
- 27An increase in fraudulent activity could lead to reputational damage to our brand and material legal, regulatory and financial exposure (including fines and other penalties), and could reduce the use and acceptance of SoFi Money, SoFi Credit Card and SoFi Crypto31% rewritten
- 28We may be unable to realize the anticipated benefits of acquiring Technisys
- 29We may continue to expand operations abroad where we have limited operating experience and may be subject to increased business, economic and regulatory risks that could adversely impact our financial results
- 30If we are unable to manage the complexity of global operations successfully, our financial performance and operating results could sufferNew
- 31We are new to global remittance services and engaging in such services exposes us to numerous risks, including compliance with complex laws and regulations across jurisdictions, and operational risks, each of which could materially and adversely affect our business, results of operations, and financial conditionNew
Credit Market Related Risks
- 32We operate in a cyclical industry. In an economic downturn, member default rates may increase, there may be decreased demand for our products, and there may be adverse impacts to our business40% rewritten
- 33If we do not make accurate credit and pricing decisions or effectively forecast our loss rates, our business and financial results will be harmed, and the harm could be material
- 34If the information provided to us by applicants is incorrect or fraudulent, we may misjudge an applicant’s qualification to receive a loan or use one of our products, and our results of operations may be harmed
- 35Internet-based loan origination processes may give rise to greater risks than paper-based processes
- 36Student loans are subject to discharge in certain circumstances76% rewritten
- 37Home equity loans expose us to heightened credit, property value and interest rate riskNew
- 38We offer personal loans, which have a limited performance history, and therefore we have only limited prepayment, loss and delinquency data with respect to such loans on which to base projections
- 39We perform and manage the loan origination process for all of the home loans that we originate. If we fail to properly perform these functions, our home loans business may be adversely affected
- 40Potential geographic concentration of our members may increase the risk of loss on the loans that we originate and negatively impact our business
Funding and Liquidity Risks
- 41If we are unable to successfully manage our assets and liabilities on the balance sheet and our funding costs, including with respect to deposit-based funding, our ability to finance additional loans and introduce new products may be negatively impacted
- 42If one or more of our warehouse facilities, on which we are highly dependent, is terminated or otherwise becomes unavailable, we may be unable to find replacement financing on favorable terms, or at all, which would have a material adverse effect on our business and financial condition36% rewritten
- 43Increases in member default rates on loans could make us and our loans less attractive to whole loan buyers, Loan Platform Business counterparties, lenders under debt warehouse facilities and investors in securitizations, which may adversely affect our access to financing and our business66% rewritten
- 44We are unable to finance all of the receivables that we originate or other assets that we hold, and that illiquidity could result in a negative impact on our financial condition
- 45Our checking and savings product is expected to continue to provide us with an important source of cost-efficient funding and any failure to scale the product due to our limited experience or a competitive marketplace could have a negative impact on our business, operating results and financial condition
- 46Any failure to accurately capture credit risk or to execute our funding strategy for SoFi Credit Card could have a negative impact on our business, operating results and financial condition56% rewritten
Regulatory, Tax and Other Legal Risks
- 47As a bank holding company, we are subject to extensive supervision and regulation, and changes in laws and regulations applicable to bank holding companies could limit or restrict our activities and could have a material adverse effect on our operations
- 48The U.S. Congress, the U.S. Presidential administration, or any new administration may make substantial changes to fiscal, tax, and other federal policies that may adversely affect our business28% rewritten
- 49Failure to comply with applicable laws, regulations or commitments, or to satisfy our regulators’ supervisory expectations, could subject us to, among other things, supervisory or enforcement action, which could adversely affect our business, financial condition and results of operations
- 50An inability to accept or maintain deposits due to regulatory constraints could materially adversely affect our liquidity position and our ability to fund our business57% rewritten
- 51Legislative and regulatory policies and related actions have had and could in the future have a material adverse effect on borrower behavior, our student loan portfolios and our student loan origination volume82% rewritten
- 52If we fail to comply with federal and state consumer protection laws, rules, regulations and guidance, our business could be adversely affected33% rewritten
- 53We hold state licenses that result in substantial compliance costs, and our business would be adversely affected if our licenses are impaired as a result of noncompliance with those requirements
- 54Our compliance and risk management policies and procedures as a bank, bank holding company and otherwise regulated financial services company may not be fully effective in identifying or mitigating compliance and risk exposure in all market environments or against all types of risk
- 55We may become subject to enforcement actions or litigation as a result of our failure to comply with laws and regulations, even though noncompliance was inadvertent or unintentional27% rewritten
- 56Changes in applicable laws and regulations, as well as changes in government enforcement policies and priorities, may negatively impact the management of our business, results of operations, ability to offer certain products or the terms and conditions upon which they are offered, and ability to compete
- 57Extensive regulation and supervision have a negative impact on our ability to compete in a cost-effective manner and may subject us to material compliance costs and penalties
- 58We are subject to the risk that regulatory or enforcement agencies and/or consumer advocacy groups may assert that our business practices may violate certain rules, laws and regulations, including anti-discrimination statutes
- 59Our investment adviser and broker-dealer subsidiaries are subject to regulation by the SEC and FINRA29% rewritten
- 60Failure to comply with anti-money laundering, economic and trade sanctions regulations, and similar laws could subject us to penalties and other adverse consequences32% rewritten
- 61We are subject to anti-corruption, anti-bribery and similar laws, and noncompliance with such laws can subject us to significant adverse consequences, including criminal or civil liability, and harm our business
- 62We conduct our business operations through subsidiaries and may in the future rely on dividends from our subsidiaries for a substantial amount of our cash flows
- 63We have in the past, continue to be, and may in the future be subject to inquiries, exams, pending investigations, or enforcement matters
- 64Regulations relating to privacy, information security and data protection could increase our costs, affect or limit how we collect and use personal information, and adversely affect our business opportunities
- 65It may be difficult and costly to protect our intellectual property rights, and we may not be able to ensure their protection
- 66Certain aspects of our platform include open source software, and any failure to comply with the terms of one or more of these open source licenses could negatively affect our business
- 67Our business is subject to increased risks of litigation and regulatory actions as a result of a number of factors and from various sources, including as a result of the highly regulated nature of the financial services industry and the focus of state and federal enforcement agencies on the financial services industry
- 68Changes in tax law and differences in interpretation of tax laws and regulations may adversely impact our financial statements
- 69We will be adversely affected if we, or any of our subsidiaries, are determined to have been subject to registration as an investment company under the Investment Company Act
Personnel and Business Continuity Risks
- 70We rely on our management team and will require additional key personnel to grow our business, and the loss of key management members or key employees, or an inability to hire key personnel, could harm our business
- 71The job market and the optimization of our workforce creates a challenge and potential risk as we strive to attract and retain a highly skilled workforce
- 72We transitioned to a flexible-first workforce model, which could subject us to increased business continuity and cyber risks, as well as other operational challenges and risks that could significantly harm our business and operations
- 73Employee misconduct, which can be difficult to detect and deter, could harm our reputation and subject us to significant legal liability
Risk Management and Financial Reporting Risks
- 74If we fail to establish and maintain proper and effective internal control over financial reporting, our ability to produce accurate and timely financial statements could be impaired, investors may lose confidence in our financial reporting and the trading price of our common stock may decline
- 75We adjust our total number of members in the event a member is removed in accordance with our terms of service, and our total member count in any one period may not yet reflect such adjustments
- 76Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States
- 77We incur significant costs and expend significant time and effort, as a result of operating as a public company, and our management is required to devote substantial time to compliance initiatives and corporate governance practices
- 78Our risk management processes and procedures may not be effective22% rewritten
- 79Incorrect estimates or assumptions by management in connection with the preparation of our consolidated financial statements or forecasts could adversely affect our reported or forecasted assets, liabilities, income, revenues or expenses
- 80We may fail to meet our publicly announced guidance or other expectations about our business and future operating results, which could cause our stock price to decline
Information Technology and Data Risks
- 81Cyberattacks and other security incidents and compromises could have an adverse effect on our business and systems, harm our brand and our reputation and expose us to liability. Efforts to prevent and respond to these attacks and incidents are costly55% rewritten
- 82The processing of personal data and implementation of new technologies could give rise to liabilities as a result of federal, state and international laws and regulations, as well as our failure to adhere to the privacy and data security practices that we articulate to our members39% rewritten
- 83Disruptions in the operation of our computer systems and third-party data centers and service providers could have an adverse effect on our business
Risks Related to Ownership of Our Securities
- 84The price of our common stock has fluctuated and may be volatile in the future22% rewritten
- 85We do not intend to pay cash dividends on our common stock for the foreseeable future
- 86If analysts publish inaccurate or unfavorable research, our stock price and trading volume could decline
- 87We may be subject to securities litigation, which is expensive and could divert management attention
- 88Future resales of our common stock may cause the market price of our securities to drop significantly, even if our business is doing well
- 89Our issuance of additional capital stock in connection with financings, acquisitions, investments, our stock incentive plans or otherwise will dilute all other stockholders
- 90There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq
- 91Delaware law and our organizational documents contain certain provisions, including anti-takeover provisions that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable
- 92These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Board of Directors or management of our company
Other SoFi Technologies 10-Ks
- FY2024 10-K risk factors98 risks
Credit losses, fraud, and inaccurate underwriting could materially damage lending results and member trust.
Filed Feb 24, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.