Screener / SEC EDGAR /CIK 0001818874 /10-K filed Feb 17, 2026, compared with Feb 24, 2025 /Numbers from the XBRL of the 10-Ks
Nasdaq Financials · Financial Services

SoFi Technologies, Inc. SOFI

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The 10-K against last year's

417 changes: 82 added, 67 removed, 242 reworded, 26 quiet changes

10-K Feb 17, 2026 vs Feb 24, 2025

10-K 0001818874-26-000013 (Feb 17, 2026) vs 10-K 0001818874-25-000016 (Feb 24, 2025)

Every paragraph, and how much of it changed

One bar per paragraph, in the order of the 10-K. Height and colour show the share of its words not in the closest paragraph a year earlier; the tallest bars are new paragraphs.

Risk Factors

529 paragraphs · 59 new · 186 reworded · 24 gone · 10-K Feb 17, 2026 against Feb 24, 2025
New paragraph Reworded (5% of its words or more) Same or nearly
Paragraph 138 · 50% changed Every version of it
Reputational harm, including as a A cyberattack or other security incident could result of our actual or alleged conduct or public opinion of the financial services industry generally, could in significant costs and adversely affect our business, financial condition and results of operations, and financial condition. operations.
Paragraph 471 · 49% changed Every version of it
We collect, process, store, use, share and/or transmit a large volume of personal information and other non-public data from current, past and prospective members. There are federal, state, and foreign laws regarding privacy, data security and the collection, use, storage, protection, sharing and/or transmission of personal information and non-public data. Additionally, many states continue to enact legislation on matters of privacy, information security, cybersecurity, data breach and data breach notification requirements. For example, as of January 1, 2020, the CCPA granted additional consumer rights with respect to data privacy in California. The CCPA was amended by a California ballot initiative, the CPRA, in November 2020. The CCPA amendments, including expanded rights for consumers and obligations for businesses, went into effect on January 1, 2023. The CCPA, among other things, entitles California residents to know how their personal information is being collected and shared, to access or request the deletion of their personal information and to opt out of the sharing of their personal information. The amended CCPA also created a new state agency, the CPPA, and vested it with full administrative power, authority and jurisdiction to implement and enforce the CCPA. Generally, personal information that we process is subject to GLBA and thereby exempt from CCPA coverage. However, the CCPA regulates other personal information that we collect and process in connection with the business. While we have made modifications to our data collection and processing practices and policies to comply with the CCPA, we cannot predict their impact on our business, operations or financial condition.
Paragraph 481 · 49% changed Every version of it
Any violations of these laws and regulations may require us to change our business practices or operational structure, including limiting our activities in certain states and/or jurisdictions, address legal claims, and sustain monetary penalties, reputational damage and/or other harms to our business. Further, in certain cases we rely on the data processing, privacy, data protection and cybersecurity practices of our third-party service providers, including with regard to maintaining the confidentiality, security and integrity of data. If we fail to manage our third-party service providers or their relevant practices, or if they fail to meet any requirements with regard to data processing, privacy, data protection or cybersecurity required by applicable legal or contractual obligations that we face (including any applicable requirements of our clients), we may be liable in certain cases. Legal obligations relating to privacy, cybersecurity and data protection may require us to manage our third-party party service providers and their practices and to enter into agreements with them in certain cases. We may face difficulties in binding our third-party service providers to these agreements and otherwise managing their relevant practices, which may subject us to claims, proceedings, and liabilities.
Paragraph 465 · 49% changed Every version of it
Cybersecurity risks in the financial services industry have increased, in part because of new technologies, artificial intelligence, the use of the Internet and telecommunications technologies (including mobile devices) to conduct financial and other business transactions and the increased sophistication and activities of organized criminals, perpetrators of fraud, hackers, terrorists and others. In addition to cyberattacks and other security incidents and compromises involving the theft of non-public and confidential information, hackers have engaged in attacks that are designed to disrupt key business services, such as consumer-facing websites. We may not be able to anticipate or implement effective preventive measures against all security incidents and compromises, especially because the techniques used change frequently and because attacks can originate from a wide variety of sources. We employ detection and response mechanisms designed to contain and mitigate security incidents, but there are no assurances that these mechanisms will be effective and early detection efforts may be thwarted by sophisticated attacks and malware designed to avoid detection. Despite our investments in detection strategy and a 24/7/365 security operations center, we also may fail to detect the existence of a security incident or data breach related to the information of our members. members, prospective members, technology platform clients and the customers of our technology platform clients, and employees and third-party service providers.
Paragraph 288 · 49% changed Every version of it
In addition, revenue growth for The success of the SoFi Credit Card program is also dependent on our ability to grow revenue which is, in turn, dependent on increasing the volume of members who open an account and on growing loan balances on those accounts. Over time we will continue to invest in a number of new product initiatives to attract new SoFi Credit Card members and capture a greater share of our members’ total spending and borrowings. Revenue borrowings, including through rewards programs. However, the operation of our rewards program for certain of the SoFi Credit Card products could have a negative impact on the revenue for our Credit Card program. In addition, revenue growth for SoFi Credit Card may also be adversely affected by new proposed restrictions on credit card fees finalized by the CFPB in March 2024. Although originally scheduled interest. On January 9, 2026, President Trump announced his intent to become fulfill a campaign promise to cap credit card interest at 10.00% for one year, to be effective in May 2024, the on January 20, 2026, though no formal executive order or proposed rule was challenged in issued at that time. Although the 5th U.S. Circuit Court of Appeals following a stay order from that court. In December 2024, a federal judge rejected the CFPB’s request to reinstate the proposed cap on credit card late fee cap, effectively ending interest may provide opportunities in other segments of our business, if enforced, it would likely adversely impact the CFPB’s attempt to enforce the cap. With the change to the U.S. presidential administration in January 2025 SoFi Credit Card program. The proposal currently faces an unclear enforcement path and the possible reshaping of the CFPB under new leadership, the CFPB may not continue litigating in favor of the cap, or enforce the cap. If the CFPB’s rule were to become effective as written, significant industry opposition, with many questioning whether it could, if we modify our terms in response to changes made by issuers impacted by the rule, adversely affect revenue. would actually reduce credit availability for consumers.
Paragraph 349 · 47% changed Every version of it
proposed multiple rules related to privacy and cybersecurity. The SEC’s proposed Rule 10 relating to cybersecurity for market entities (including broker-dealers) would impose additional requirements related to incident reporting, the establishment and periodic review of policies and procedures designed to address cybersecurity risks, and disclosure about cybersecurity risks and significant incidents. On October 13, 2023, the SEC adopted rules relating to providing additional disclosures in the securities lending market. These rules require any covered person that loans a reportable security on behalf of itself or another person to report certain material terms of those loans and related information to FINRA by the end of the day on which the loan is effected. FINRA in turn will make certain information it receives publicly available by the next business day. These regulations could make securities lending more costly, leading to less overall lending activity and a decrease in revenue. On February 22, 2024, the SEC adopted amendments to Rule 605 under Exchange Act that requires disclosures for order executions in national market system (“NMS”) stocks. The amendments modify the type of information required to be disclosed under Rule 605 and expand the scope of reporting entities subject to Rule 605 to include broker-dealers who introduce or carry 100,000 or more customer accounts. Complying with Rule 605 is a new requirement for us. In addition, the Rule itself has been modified to include new definitions, new and modified categories of order types, and new statistical measures of execution quality and other metrics. In May 2024, the SEC adopted amendments to Regulation S-P (“Reg S-P”). The finalized amendments to Reg S-P are designed to address the expanded use of technology and corresponding risks that have emerged since Reg S-P's original adoption and modernize and improve the protection of consumer financial information by certain financial institutions, also known as "covered institutions" (including broker-dealers and investment advisers). As adopted, amended Reg S-P (i) requires covered institutions to develop, implement, and maintain written policies and procedures for an incident response program that is reasonably designed to detect, respond to, and recover from unauthorized access to or use of customer information; (ii) requires that the response program include procedures for covered institutions to provide timely notification to affected individuals whose sensitive customer information was, or is reasonably likely to have been, accessed or used without authorization; and (iii) broadens the scope of information covered by Regulation S-P's requirements. On September 18, 2024, the SEC adopted rules that would (i) amend Rule 612 of Regulation NMS to establish a new minimum pricing increment, also known as a tick size, of $0.005 for the quoting of certain NMS stocks; (ii) reduce the access fee caps applicable to stock exchanges under Rule 610 of Regulation NMS (from $0.003 per share (i.e., 30 mils) to $0.001 per share (i.e., 10 mils) and require national securities exchanges to make the amounts of all fees and rebates determinable at the time of execution; and (iii) accelerate the implementation of the round lot and odd-lot information definitions adopted in 2020 under the Market Data Infrastructure Rules (“MDI Rules”) and add information about the best odd-lot order to the definition of odd-lot information. On December 20, 2024, the SEC adopted changes to SEC Rule 15c3-3 and 15c3-1 that modify how broker-dealers protect customer assets and calculate their minimum required “net capital.” These changes, particularly the amendments to Rule 612 and 610 of Regulation NMS, will likely affect the economics for orders executed on national stock exchanges and as a result may impact order routing and order execution decisions by market participants, including third parties on which we rely, like clearing brokers. See “Business, 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”. Compliance with this rule may impose additional cost on our business. In addition, SoFi Securities’ ability to generate revenue may be impacted as a result of the changes in stock exchange fee caps and the resulting potential changes in order routing and execution decisions. The ultimate effect of these potential changes is uncertain and may impact how SoFi Securities manages and evaluates its compliance with other obligations, such as its obligation to achieve best execution for customer orders.
Paragraph 130 · 47% changed Every version of it
In addition, there is no assurance that our third-party service providers or their subcontractors will be able to continue to provide these services to meet our current needs in an efficient, cost-effective manner or that they will be able to adequately expand their services to meet our needs in the future. Certain of our vendor agreements are terminable on short or no notice, and if current vendors were to stop providing services to us on acceptable terms, we may be unable to procure alternatives from other vendors in a timely and efficient manner and on acceptable terms, or at all. An interruption in or the cessation of service by our third-party service providers or their subcontractors, coupled with our possible inability to make alternative arrangements in a smooth, cost-effective and timely manner, could have adverse effects on our business, financial condition and results of operations.
Paragraph 169 · 46% changed Every version of it
While we anticipate some variability in prepayment rates, extraordinary or extended increases or decreases in prepayment rates could materially affect our liquidity and net revenue. For example, when, as a result of unanticipated prepayment levels, loans within a securitization trust amortize faster than originally contracted due to prepayments, the trust’s pool balance may decline at a rate faster than the prepayment rate assumed when the trust’s bonds were originally issued. If the trust’s pool balance declines faster than originally anticipated, in most of our securitization structures, the bonds issued by that trust will also be repaid faster than originally anticipated. In such cases, our net revenue may decrease, inclusive of our servicing revenue and the diminished value of any retained residual interest by us in the trust.

MD&A

329 paragraphs · 23 new · 143 reworded · 43 gone · 10-K Feb 17, 2026 against Feb 24, 2025
New paragraph Reworded (5% of its words or more) Same or nearly
Paragraph 11 · 50% changed
2024 vs. 2023. Net interest income in our Lending segment increased by $246.5 million, or 26%, contribution profit of $1.0 billion for the year ended December 31, 2025 increased 14% over 2024 compared to 2023. This with a segment contribution margin of 55%. Lending segment performance was driven by net interest income primarily attributable to increases driven by growth in aggregate average personal and student loan unpaid principal balances of $3.5 billion (29%) and $1.6 billion (29%), respectively, combined with higher weighted average interest rates. The personal and student loan average balance increases were primarily attributable to higher origination volume and longer loan holding periods. Interest expense associated with funding our lending activities increased by $410.0 million, or 44%, primarily due to higher average loan balances.
Paragraph 137 · 49% changed
2024 2025 vs. 2023. Noninterest income in our Lending segment decreased by $131.9 2024. Loan platform fees and related servicing increased $430.8 million, or 32%, 274%, for the year ended December 31, 2024 2025 compared to 2023, which the year ended December 31, 2024. This increase reflects a full year of Loan Platform Business originations during 2025 compared to the prior year period when the business was primarily attributable to lower loan origination, sales, and securitizations income fully launched in the third quarter of $115.9 million. 2024.
Paragraph 260 · 49% changed
2024 vs. 2023. Noninterest Total permanent equity as of December 31, 2025 was $10.5 billion, up $4.0 billion, or 61%, from December 31, 2024. The increase was primarily attributable to our common stock offerings in July and December 2025 and a decrease in accumulated deficit driven by net income in our Lending segment decreased by $131.9 million, or 32%, for during the year ended December 31, 2024 compared to 2023, which was primarily attributable to lower loan origination, sales, and securitizations income of $115.9 million. 2025.
Paragraph 165 · 48% changed
2023 2024 vs. 2022. Financial Services directly attributable 2023. Technology and product development expenses increased by $69.1 $40.4 million, or 22%, 8%, for the year ended December 31, 2023 2024 compared to 2022, primarily due to: (i) an the year ended December 31, 2023. This increase was driven by higher amortization of purchased and internally developed software, and tools and subscriptions costs reflective of continued investments in product fulfillment costs, which included debit card technology.
Paragraph 171 · 47% changed
2024 vs. 2023. Total noninterest expense General and administrative expenses increased by $40.8 $89.1 million, or 2%, 17%, for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily 2023. This increase was driven by: (i) in sales and marketing, increases in direct member incentives, advertising and marketing expenditures, and lead generation costs of $112.8 million primarily related to our Lending and Financial Services segments; (ii) increases in amortization of purchased and internally-developed software, and tools and subscriptions costs of $55.2 million, primarily reported in technology and product development, reflective of continued investments in technology; (iii) increases in professional services costs of $43.8 million, primarily reported in general and administrative and cost of operations; (iv) primarily in cost of operations, an increase in product fulfillment costs of $36.1 million, which included debit card fulfillment services, primarily related to our SoFi Money product, as well as payment processing network association fees associated with increased activity on our technology platform; (v) by higher employee compensation and benefits of $32.5 million, which was attributable to increases in headcount and salary related to support of our growth growth, increases in professional services costs and impacts of the inflationary environment, partially offset by decreases in share-based compensation expense and restructuring charges during the first quarter of 2023; and (vi) in general and administrative, amortization of premiums on a credit default swap of $30.2 million related to our student loans during the 2024 period. These increases were partially offset by the absence of $247.2 million of goodwill impairment expenses in the 2023 period related to the Galileo and Technisys reporting units.
Paragraph 163 · 47% changed
2024 vs. 2023. Noninterest income in our Lending segment decreased Total noninterest expense increased by $131.9 $647.4 million, or 32%, 27%, for the year ended December 31, 2024 2025 compared to 2023, which was primarily attributable to lower loan origination, sales, and securitizations income of $115.9 million. the year ended December 31, 2024, as described below.
Paragraph 101 · 46% changed
The Federal Reserve decreased the benchmark interest rate in September, November Economic and December 2024, market volatility may also adversely impact our liquidity, results of operations and additional rate cuts are anticipated by many financial market participants in 2025, although the timing of such cuts, if any, remains uncertain. condition. We have continued to see strong demand for our deposits as a result of our competitive interest rate offering and access to expanded FDIC insurance coverage through a network of participating banks in our Insured Deposit Program. High Our credit trends continued to be strong in 2025 after seeing delinquencies peak over one year ago in the first quarter of 2024. Annualized charge-off rates decreased year-over-year across several portfolios, reflecting improvements in overall credit quality. Changes or rising interest rates have unfavorably impacted, uncertainty persists with respect to the U.S. presidential administration, governmental policies and could continue to unfavorably impact, demand for refinancing loan products. In addition, if the Federal Reserve does not effectively curb inflation, interest rates were to rise unexpectedly or too quickly, or macroeconomic conditions deteriorate or do not improve, it could have a negative impact on the overall economy regulations, and result in increased unemployment, which could adversely impact our results of operations. In addition to benchmark interest rate considerations, economic evolving priorities and market volatility guidance, and may adversely impact our liquidity, results of operations members, our technology platform clients, our counterparties, and financial condition. Our increased personal loan annualized charge-off rate year over year was reflective of our expectation of credit metrics to revert over time to more normalized levels, but remains healthy, while our lower credit card annualized charge-off rate was reflective of improvement in credit card delinquency rates. operations, earnings and capital. Negative changes to macroeconomic conditions may result in decreased demand for our products, increased operating costs and negatively impact our results of operations.
Paragraph 43 · 46% changed
Adjusted EBITDA, adjusted EBITDA margin and incremental adjusted EBITDA margin are non-GAAP measures. Adjusted EBITDA is defined as net income (loss), 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 impairment 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.

A paragraph is matched with the one last year that shares the most of its words; under half in common makes it new. The paragraphs shown are the 8 reworded the most in each section.

The paragraph that changed most in each section

The redline

Marked against last year's 10-K: cut words struck through, new words highlighted.

Risk Factors450 words changed in this paragraph; it is 68% similar to last year's version.
proposed multiple rules related New laws, regulations, policy or changes in enforcement of existing laws or regulations applicable to privacy our business, or reexamination of current practices, could adversely impact our profitability, limit our ability to continue existing or pursue new business activities, require us to change certain of our business practices, affect retention of key personnel, or expose us to additional costs (including increased compliance costs and/or customer remediation). These changes have in the past and cybersecurity. The SEC’s proposed Rule 10 relating may in the future require us to cybersecurity for market entities (including broker-dealers) would impose additional requirements related invest significant resources, and devote significant management attention, to incident reporting, the establishment make any necessary changes and periodic review of policies and procedures designed to address cybersecurity risks, and disclosure about cybersecurity risks and significant incidents. On could adversely affect our business. For example, on October 13, 2023, the SEC adopted rules relating to providing additional disclosures in the securities lending market. These rules require any covered person that loans a reportable security on behalf of itself or another person to report certain material terms of those loans and related information to FINRA by the end of the day on which the loan is effected. FINRA in turn will make certain information it receives publicly available by the next business day. These regulations could make securities lending more costly, leading to less overall lending activity and a decrease in revenue. On February 22, 2024, the SEC adopted amendments to Rule 605 under the Exchange Act that requires disclosures for order executions in national market system (“NMS”) stocks. The amendments modify the type of information required to be disclosed under Rule 605 and expand the scope of reporting entities subject to Rule 605 to include broker-dealers who introduce or carry 100,000 or more customer accounts. Complying with Modifications to Rule 605 is a new requirement for us. In addition, the Rule itself has been modified to include new definitions, new and modified categories of order types, and new statistical measures of execution quality and other metrics. New execution quality reporting requires granular, public monthly reports, including fractional shares and stop orders. Errors or unfavorable public metrics could harm our reputation and result in enforcement risk. In May 2024, the SEC adopted amendments to Regulation S-P (“Reg S-P”). S-P”) which went into effect for large covered institutions (including SEC-registered investment advisers with $1.5 billion in assets under management, investment companies with $1 billion in net assets and all broker-dealers that are not small institutions under the Exchange Act) in December 2025, and will go into effect for all other covered institutions in June 2026. The finalized amendments to Reg S-P are designed to address the expanded use of technology and corresponding risks that have emerged since Reg S-P's original adoption and modernize and improve the protection of consumer financial information by certain financial institutions, also known as "covered institutions" (including broker-dealers and investment advisers). As adopted, amended Reg S-P (i) requires covered institutions to develop, implement, and maintain written policies and procedures for an incident response program that is reasonably designed to detect, respond to, and recover from unauthorized access to or use of customer information; (ii) requires that the response program include procedures for covered institutions to provide timely notification to affected individuals whose sensitive customer information was, or is reasonably likely to have been, accessed or used without authorization; and (iii) broadens the scope of information covered by Regulation S-P's requirements. Failure to meet these obligations, or the failures of vendors on whom we rely, could lead to enforcement actions, litigation and significant costs. On September 18, 2024, the SEC adopted rules that would (i) amend Rule 612 of Regulation NMS to establish a new minimum pricing increment, also known as a tick size, of $0.005 for the quoting of certain NMS stocks; (ii) reduce the access fee caps applicable to stock exchanges under Rule 610 of Regulation NMS (from $0.003 per share (i.e., 30 mils) to $0.001 per share (i.e., 10 mils) and require national securities exchanges to make the amounts of all fees and rebates determinable at the time of execution; and (iii) accelerate the implementation of the round lot and odd-lot information definitions adopted in 2020 under the Market Data Infrastructure Rules (“MDI Rules”) and add information about the best odd-lot order to the definition of odd-lot information. On December 20, 2024, the SEC adopted changes to SEC Rule 15c3-3 and 15c3-1 that modify how broker-dealers protect customer assets and calculate their minimum required “net capital.” These changes, particularly the amendments to Rule 612 and 610 of Regulation NMS, will likely affect the economics for orders executed on national stock exchanges and as a result may impact order routing and order execution decisions by market participants, including third parties on which we rely, like clearing brokers. See “Business, 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”. Compliance with this rule may impose additional cost on our business. In addition, SoFi Securities’ ability to generate revenue may be impacted as a result of the changes in stock exchange fee caps and the resulting potential changes in order routing and execution decisions. The ultimate effect of these potential changes is uncertain and may impact how SoFi Securities manages and evaluates its compliance with other obligations, such as its obligation to achieve best execution for customer orders.

Source: Item 1A, 10-K 0001818874-26-000013 vs Item 1A, 10-K 0001818874-25-000016

MD&A242 words changed in this paragraph; it is 30% similar to last year's version.
Technology Platform segment contribution profit of $127.0 $144.4 million for the year ended December 31, 2024 2025 increased 34% 14% over 2023, 2024, and total net revenue of $395.2 $450.2 million for the year ended December 31, 2024 2025 increased 12% 14% over 2023. 2024. SoFi continues to diversify its Technology Platform total enabled client accounts increased 15% year-over-year, base. During the year, SoFi announced that Banco Nación, one of Argentina’s largest financial institutions, selected our Cyberbank Digital platform to 168 million up from 145 million in the prior year period. Growth was driven primarily by account growth in Latin America, consumer brands in the United States and clients modernize their digital banking infrastructure. SoFi announced partnerships with innovative use cases like earned wage access and money movement, as well as contribution from new clients. Our pipeline of potential clients spans banks, several more U.S. consumer brands, and fintech companies across consumer and B2B segments, which as we believe offer larger and more durable revenue. We believe our pipeline of potential new clients is strong, and the investments we have made in this segment have expanded our market opportunity. We continue to make significant strides in our strategy of leveraging our unique product suite to pursue diversified growth and expansion to serve work with a broad broader range of clients, including governmental agencies, consumer brands companies to help bring innovative programs that drive greater loyalty and financial institutions. Entering 2025, we are seeing strong demand from new partners as we signed several notable deals that represent more predictable revenue from larger established brands engagement with higher average deal sizes. We expect modest growth in segment revenue to continue in 2025 and beyond, as implementation and integration cycles from these deals will be gradual and with revenue impacts expected in 2026. their customers.

Source: Item 7, 10-K 0001818874-26-000013 vs Item 7, 10-K 0001818874-25-000016

Accounting Policies176 words changed in this paragraph; it is 63% similar to last year's version.
In October 2021, we issued $1.2 billion aggregate principal amount of convertible senior notes due 2026 (the “2026 convertible notes”). The 2026 convertible notes notes”), which do not bear regular interest, will mature on October 15, 2026, unless 2026 (unless earlier repurchased, redeemed or converted. converted) and will be convertible by the noteholders beginning in April 2026 under certain circumstances. We will settle conversions of the 2026 convertible notes 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). The 2026 convertible notes will also be are redeemable, in whole or in part, at our option at any time, and from time to time, beginning on or after October 15, 2024 through the 30th scheduled trading day immediately before the maturity date, date at a cash redemption price equal to the principal amount of the 2026 convertible notes to be redeemed, plus accrued interest, if any, thereon to, but excluding, 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. Additionally, the 2026 convertible notes may incur special interest in the event of default, or additional interest if the Company has not satisfied certain reporting conditions or the 2026 convertible notes are not otherwise freely tradable, as such term is defined in the applicable indenture. If special interest or additional interest is incurred on the 2026 convertible notes, it could require an additional use of cash. In December 2023, March 2024, and August 2024, we entered into repurchase agreements to repurchase in aggregate principal amount of the 2026 convertible notes totaling $88.0 million, $600.0 million, and $84.0 million, respectively. See Note 12. Debt for more detailed disclosure of the term and features of the 2026 convertible notes.

Source: Item 8, Note 1 – Organization, Summary of Significant Accounting Policies and New Accounting Standards, 10-K 0001818874-26-000013 vs Item 8, Note 1 – Organization, Summary of Significant Accounting Policies and New Accounting Standards, 10-K 0001818874-25-000016

Legal Proceedings101 words changed in this paragraph; it is 71% similar to last year's version.
We have three types of repurchase obligations that we account for as financial guarantees. First, we issue financial guarantees to GSEs on loans that we sell to GSEs, which manifest as repurchase requirements if it is later discovered that loans sold to a GSE do not meet their guidelines. We have a three-year repurchase obligation from the time of origination to buy back originated loans that do not meet GSE guidelines, and we are required to pay the full initial purchase price back to the GSE. We recognize a liability for the full amount of expected loan repurchases, which we estimate based on historical repurchase activity for similar types of loans and assess whether adjustments to our historical loss experience are required based on current conditions and forecasts of future conditions, as appropriate, as our exposure under the guarantee is typically short-term in nature. The liability we record is equal to what we expect to buy back. Second, we make standard representations and warranties related to other loan transfers, breaches of which would require us to repurchase the transferred loans. Finally, we have limited repurchase obligations for certain loan transfers associated with credit-related events, such as early prepayment or events of default within 90 days after origination. In the event of a repurchase, we are typically required to pay the purchase price of the loans transferred.

Source: Item 3, via Note 18 – Commitments, Guarantees, Concentrations and Contingencies, 10-K 0001818874-26-000013 vs Item 3, via Note 18 – Commitments, Guarantees, Concentrations and Contingencies, 10-K 0001818874-25-000016

Sentences and paragraphs added, removed or reworded

Every change, by type

Sentences and paragraphs of SOFI's Risk Factors and MD&A, 10-K Feb 17, 2026 against 10-K Feb 24, 2025. Each links to the text at sec.gov.

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word list

adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would

AddedRisk Factors
•cyber breaches or intrusions, including successful social engineering attacks, such as phishing, that imperil the confidential information of our members, prospective members, technology platform clients and the customers of our technology platform clients, and employees and third-party service providers, and may harm our reputation and brand;
Read it in 10-K Feb 17, 2026 at sec.gov
AddedRisk Factors
We have a history of net losses prior to the fourth quarter of 2023. We may incur net losses in the future, and any such losses may fluctuate significantly from quarter to quarter. We will need to continue to generate and sustain significant revenues
Read it in 10-K Feb 17, 2026 at sec.gov
AddedRisk Factors
We expect our competition to continue to increase, as there are no substantial barriers to entry to certain of the markets we serve. Certain of our current and potential competitors have longer operating histories, particularly with respect to our financial services products, including digital asset and blockchain offerings, significantly greater financial, technical, marketing
Read it in 10-K Feb 17, 2026 at sec.gov
AddedRisk Factors
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.
Read it in 10-K Feb 17, 2026 at sec.gov
AddedRisk Factors
We face risks related to cyberattacks and other security incidents, including unauthorized access to or disruption of our information systems and those of our third-party service providers and social engineering schemes that target our employees to gain access to our systems. A successful cyberattack, data breach, or other security incident could result in significant costs and adversely affect our business, financial condition, and results of operations. These costs include expenses for incident response, forensic investigations, system and member remediation, data recovery, and business interruption, as well as legal, regulatory, and contractual costs, including costs associated with required notifications, regulatory investigations, fines or penalties, litigation, settlements, and judgments. In addition, a cybersecurity incident could result in increased cybersecurity and insurance costs, including higher premiums or reduced availability of coverage. Any of the foregoing could materially and adversely
Read it in 10-K Feb 17, 2026 at sec.gov
AddedRisk Factors
affect our business, financial condition, and results of operations. Further, we may face damages resulting from a cybersecurity incident in excess of our insurance policy limits.
Read it in 10-K Feb 17, 2026 at sec.gov
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AddedRisk Factors
Beyond these direct costs, a cybersecurity incident could cause reputational harm, loss of member, prospective member, technology platform client, employee or other third-party partner confidence, reduced demand for our products or services, and diversion of management and employee resources. Any of the foregoing could materially and adversely affect our business, financial condition, and results of operations. See “Information 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” for additional information on the risks of cyberattacks and other security incidents to our business.
Read it in 10-K Feb 17, 2026 at sec.gov
AddedRisk Factors
acquisition candidates can be difficult, time-consuming and costly, and we may not be able to successfully complete identified acquisitions. The risks we face in connection with acquisitions include, among others:
Read it in 10-K Feb 17, 2026 at sec.gov
AddedRisk Factors
successfully innovate and continue to deliver a superior member and technology platform client experience, members’ and clients’ demand for our products may decrease and our growth and operations may be harmed.
Read it in 10-K Feb 17, 2026 at sec.gov
AddedRisk Factors
Our SoFi Crypto offering exposes us to additional fraud risk. Cryptocurrency transactions and related activities are subject to elevated fraud risks due to factors such as pseudonymity, rapid transaction settlement, limited ability to reverse transactions, evolving fraud techniques, and the use of decentralized or third-party platforms that may be outside our control. Fraudulent activities may include account takeovers, social engineering schemes, scams, theft of private keys, malware attacks, and misuse of our platforms to facilitate illicit activity.
Read it in 10-K Feb 17, 2026 at sec.gov
RemovedRisk Factors
•successfully integrate our past and future acquisitions, including continuing to develop Wyndham’s technology, performing functions in home loans origination, such as home loans processing and underwriting, and managing the origination of new home loan types;
Read it in 10-K Feb 24, 2025 at sec.gov
RemovedRisk Factors
activity may not be detected until well after it occurs and the severity and potential impact may not be fully known for a substantial period of time after it has been discovered.
Read it in 10-K Feb 24, 2025 at sec.gov
RemovedRisk Factors
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.
Read it in 10-K Feb 24, 2025 at sec.gov
RemovedRisk Factors
We expect that checking and savings, a deposit account product, will continue to provide us with an important source of deposits to use for cost-effective funding of loan originations and other activities. However, revenue growth for checking and savings is dependent on increasing the volume of members who open an account and on growing balances in those accounts. Although our checking and savings account product has grown since its introduction in the first quarter of 2022, there is no
Read it in 10-K Feb 24, 2025 at sec.gov
RemovedRisk Factors
The operation of our rewards program for the SoFi Unlimited 2% Credit Card and the SoFi Everyday Cash Rewards could have a negative impact on the revenue for our Credit Card program. In December 2024, the CFPB published a Consumer Financial Protection Circular, which warned that the CFPB is scrutinizing and taking actions against operators of credit card reward programs, and declared it may be unlawful to devalue earned rewards, use fine print to disclose conditions for earning or redeeming rewards, or change the benefits for which rewards may be earned and redeemed. This guidance could make it more expensive to operate the rewards program and limit our ability to adapt the program to changing economic conditions.
Read it in 10-K Feb 24, 2025 at sec.gov
RemovedRisk Factors
Legislative and regulatory actions have had and could continue to have a significant impact on our student loan refinancing business. On March 27, 2020, the CARES Act was signed into law. In compliance with the CARES Act, payments and interest accrual on all loans owned by the U.S. Department of Education were initially suspended through September 30, 2020, a pause on student loan repayments that was subsequently extended through August 30, 2023 by a series of executive actions. Interest on federal student loans began accruing on September 1, 2023 and borrowers’ first loan payments were due in October 2023. Although federal student loans are back in repayment, the increased focus in recent years by policymakers on outstanding federal student loans, including, among other things, on the total volume of outstanding loans and on the number of loans outstanding per borrower, has led to discussion of additional potential legislative and regulatory actions and other possible steps to, among other things:
Read it in 10-K Feb 24, 2025 at sec.gov
RemovedRisk Factors
•permit private education loans such as our refinanced student loan and in-school student loan products to be discharged in bankruptcy without the need to show undue hardship;
Read it in 10-K Feb 24, 2025 at sec.gov
RemovedRisk Factors
•amend the federal postsecondary education loan programs, including to reduce interest rates on certain loans, to revise repayment plans, to make income-driven repayment plans more attractive to borrowers, to implement broader loan forgiveness plans, to provide for refinancing of private education loans into federal student loans at low interest rates, to reduce or eliminate the Grad PLUS program (which authorizes loans that comprise a substantial portion of our student loan refinancing business) and to provide for refinancing of existing federally held student loans into new federal student loans at low interest rates;
Read it in 10-K Feb 24, 2025 at sec.gov
RewordedRisk Factors
We Despite the implementation of security measures, our internal computer and information technology systems and infrastructure and those of our third-party service providers and other contractors and consultants upon which our business relies have experienced and are at constant risk of cyber-attacks or cyber intrusions via viruses, worms, break-ins, breakdown, wrongful intrusions, wrongful conduct by insider employees or vendors, malware, ransomware and other malicious software programs, attacks enhanced or facilitated by AI, social engineering (including phishing attacks, attacks), business email compromises, hacking, data breaches, denial-of-service attacks or other attacks and similar disruptions from the unauthorized use of or access to computer systems (including from internal and external sources) that attack our products or otherwise exploit any vulnerabilities in our systems or those of our third-party service providers, or attempt to fraudulently induce our members, prospective members, technology platform clients and the customers of our technology platform clients, employees, third-party service providers or others to disclose passwords or other sensitive information or unwittingly provide access to our systems or data.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedRisk Factors
(iii) safeguarding and custody of client assets; and (iv) A fourth proposed rule regarding expansion of the scope of activities and relationships that make a person an investment advice fiduciary under Section 3(21) of the Employee Retirement Income Security Act of 1974 and Section 4975 of the Internal Revenue Code. Code (the “Retirement Security Rule”) was stayed by two Fifth Circuit federal district courts, and the Department of Labor (the “DOL”) decided not to appeal the decisions.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedRisk Factors
However, a SoFi private education loan loans may be discharged in bankruptcy in certain situations, such as if a debtor files an adversary claim and the bankruptcy court determines that the loan is either not a qualified education loan (as defined in 225(d)(4)) of the Internal Revenue Code) or determines that not discharging the debt would impose an undue hardship on the debtor and the debtor’s dependents.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedRisk Factors
If passed, the final version of The Data (Use and Access) Act 2025 has been enacted in the UK Bill may have which has the effect of further altering the similarities between the UK and EEA data protection regime and threaten the UK Adequacy Decision from the EC. regime.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedRisk Factors
In the event that a third-party service provider for any reason fails to perform such functions, including through negligence, willful misconduct or fraud, our ability to process payments and perform other operational functions for which we currently rely on such third-party service providers will suffer and our business, cash flows and future prospects may be negatively impacted.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedRisk Factors
SoFi Bank is subject to the regulatory and supervisory jurisdiction of the OCC with respect to the BSA and its implementing regulations applicable to banks. banks, and the Company and its non-bank subsidiaries, including our technology platform, are subject to the regulatory and supervisory jurisdiction of the Federal Reserve with respect to anti-money laundering and sanctions regulations.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedRisk Factors
The process of developing new technologies and products is complex, and if we are unable to successfully innovate and continue to deliver a superior member and technology platform client experience, members’ and clients’ demand for our products may decrease and our growth and operations may be harmed.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedRisk Factors
Furthermore, if our vendors and/or service providers are or become subject to laws and regulations in the jurisdictions that have enacted more stringent and expansive legislation applicable to privacy, information and/or data protection, the costs that these vendors and service providers must incur in becoming compliant may be passed along to us, resulting in increasing costs on our business.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedRisk Factors
Furthermore, third parties may rely on artificial intelligence AI or machine learning for the services they provide us and, given that the regulatory framework relating to the use of AI and machine learning and artificial services in the provision of financial services is still developing, the third parties’ use of such technologies may impact their ability to carry out certain functions or impact the quality of their service or performance.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedRisk Factors
As a result, we and the whole loan purchasers and Loan Platform Business counterparties who hold our loans or securitization investors or warehouse lenders who hold securities backed by our loans may receive principal payments earlier than anticipated, and fewer interest payments than anticipated, and face certain reinvestment risks, such as the inability to acquire loans on equally attractive terms as the prepaid loans.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedRisk Factors
In addition, we could be required to disclose such federal, state, or local government actions or court orders to the CFPB’s registry of corporate offenders that others who have broken consumer laws, supervisory or enforcement authority over us, which could be time-consuming time consuming and costly, increase our legal and compliance costs, increase demand on our systems and resources, resources and adversely impact our reputation.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedRisk Factors
This Although the rule’s original compliance deadlines are currently stayed as part of ongoing litigation, and are not being enforced while the CFPB reconsiders the rule, if implemented this could increase our compliance costs, volatility in our customer base, and the risk of fraudulent access to consumers’ personal financial information.
Read it in 10-K Feb 17, 2026 at sec.gov
Quiet changesRisk Factors
In addition, purchases of our loans by these purchasers have historically fluctuated and may continue to fluctuate based on a number of factors, some certain of which may be outside of our control, including economic conditions, the availability of alternative investments, changes in the terms of the loans, loans offered by competitors, prevailing interest rates and a change in business plan, liquidity or strategy by the purchaser.
Read it in 10-K Feb 17, 2026 at sec.gov
Quiet changesRisk Factors
Any Furthermore, any contractual protections we may have from our third-party service providers may not be sufficient to adequately protect us against such consequences, and we may be unable to enforce any such contractual protections.
Read it in 10-K Feb 17, 2026 at sec.gov
Quiet changesRisk Factors
For example, the terms of the Capped Call Transactions may be subject to adjustment, modification or, in some certain cases, renegotiation if certain corporate or other transactions occur.
Read it in 10-K Feb 17, 2026 at sec.gov
Quiet changesRisk Factors
In some certain circumstances, we may determine to do so through the acquisition of complementary assets, businesses and technologies rather than through internal development.
Read it in 10-K Feb 17, 2026 at sec.gov
Quiet changesRisk Factors
In addition, although we have invested in a number of initiatives to attract new checking and savings account holders and capture a greater share of our members’ savings, including offering a competitive annual percentage yield on deposits and offering SoFi Plus membership benefits to certain deposit holders, there can be no assurance that these investments to acquire and retain members, provide differentiated features and services and spur usage of our deposit account product will be effective or cost effective.
Read it in 10-K Feb 17, 2026 at sec.gov
Quiet changesRisk Factors
Increased enforcement or rules from the CFPB could increase our legal and financial compliance costs, require us to evaluate or amend certain activities or products in light of evolving compliance standards, make some certain activities more difficult, time-consuming and costly, and increase demand on our systems and resources.
Read it in 10-K Feb 17, 2026 at sec.gov
Quiet changesRisk Factors
In some certain cases, regardless of fault, it may be less time-consuming or costly to settle these matters, which may require us to implement certain changes to our business practices, provide remediation to certain individuals or make a settlement payment to a given party or regulatory body.
Read it in 10-K Feb 17, 2026 at sec.gov
Quiet changesRisk Factors
We maintain systems and procedures designed to ensure that we comply with applicable laws and regulations; however, some certain legal/regulatory frameworks provide for the imposition of fines or penalties for noncompliance even though the noncompliance was inadvertent or unintentional and even though there were systems and procedures designed to ensure compliance in place at the time.
Read it in 10-K Feb 17, 2026 at sec.gov
Quiet changesRisk Factors
There is no statutory cap on maximum aggregate exposure for TCPA violations (although some certain courts have applied in TCPA class actions constitutional limits on excessive penalties).
Read it in 10-K Feb 17, 2026 at sec.gov
AddedMD&A
In addition, SoFi Plus is our premium financial membership that provides benefits that span our offerings and brings together all we have to offer. Membership benefits include exclusive access to preferred pricing on products, extra rewards, investment matches, complimentary financial planning, live events and more In 2025, we launched SoFi Smart Card to SoFi Plus members, a charge card secured by a SoFi Money checking and savings account.
Read it in 10-K Feb 17, 2026 at sec.gov
AddedMD&A
We continue to strive to innovate and develop new products and services. During 2025, we launched global remittance services, which leverages blockchain technology to provide fast, seamless, low cost and safe international payments, in over 30 countries, including Mexico, India, Brazil and much of Europe. We also returned to crypto investing with the launch of SoFi Crypto, once again giving our members the ability to buy, sell and hold digital assets directly in the SoFi app. Lastly, we took another step forward with crypto through the launch of our own stablecoin, SoFiUSD. This launch made SoFi the first national bank to issue a stablecoin on a public, permissionless blockchain.
Read it in 10-K Feb 17, 2026 at sec.gov
AddedMD&A
Origination volume for our Lending products increased 57%, as a result of continued strong member demand for personal loans, student loans and home loans as well as strong demand from capital markets partners. Overall, we sold, or transferred through our Loan Platform Business, more than $15.6 billion in total of personal loans, student loans and home loans during the year ended December 31, 2025. We believe that the growth opportunity for the Loan Platform Business continues to be strong.
Read it in 10-K Feb 17, 2026 at sec.gov
AddedMD&A
Technology Platform segment contribution profit of $144.4 million for the year ended December 31, 2025 increased 14% over 2024, and total net revenue of $450.2 million for the year ended December 31, 2025 increased 14% over 2024. SoFi continues to diversify its Technology Platform client base. During the year, SoFi announced that Banco Nación, one of Argentina’s largest financial institutions, selected our Cyberbank Digital platform to modernize their digital banking infrastructure. SoFi announced partnerships with several more U.S. consumer brands, as we continue to work with a broader range of companies to help bring innovative programs that drive greater loyalty and engagement with their customers.
Read it in 10-K Feb 17, 2026 at sec.gov
AddedMD&A
(3)This non-GAAP adjustment excludes the dilutive impact of the 2026 and 2029 convertible notes, to the extent that the 2026 and 2029 capped call transactions, respectively, would deliver cash or shares to offset dilution.
Read it in 10-K Feb 17, 2026 at sec.gov
AddedMD&A
(4)Product counts for Crypto for the fourth quarter of 2025 reflect activity from our product launch on December 22, 2025 through December 31, 2025 and are therefore not representative of a full quarter of performance.
Read it in 10-K Feb 17, 2026 at sec.gov
AddedMD&A
The Federal Reserve decreased the benchmark interest rate in September, October and December 2025, each time by 0.25%. Markets are currently pricing in some degree of continued easing over 2026, although the timing of such cuts will be largely determined by the combination of inflation persistence, labor market softness, and the political and leadership dynamics of the Federal Reserve. Stubborn inflation could cause rising interest rates and unfavorably impact demand for refinancing loan products. In addition, if interest rates were to rise unexpectedly or too quickly, or macroeconomic conditions deteriorate, it could have a negative impact on the overall economic growth and the state of the consumer.
Read it in 10-K Feb 17, 2026 at sec.gov
AddedMD&A
Changes in law, regulations or governmental policies related to federal or private student loans could impact demand for our student loan products and our business in ways that are difficult to predict. For example, in the past, the government has provided relief measures for federal student loan borrowers, including, among others, a federal student loan payment moratorium and debt forgiveness measures. While student loan repayments resumed in October 2023 for certain federal student loans, in May 2025, defaulted borrowers risked garnished wages, seized tax refunds, and reduced Social Security benefits (although these involuntary collections were delayed in January 2026). In July 2025, the One Big Beautiful Bill Act (Pub. L. No. 119-21) (“OBBB”) was signed into law, which among other provisions, eliminates Grad PLUS loans and imposes lower borrowing limits and restrictions on Parent PLUS loans, starting in July 2026, and establishes new repayment assistance plans. In August 2025, the Department of Education issued proposed rules that would narrow employer eligibility under the Public Service Loan Forgiveness program. We expect these changes could lead to incremental opportunities for SoFi’s student loan products; however, all such outcomes are highly uncertain.
Read it in 10-K Feb 17, 2026 at sec.gov
AddedMD&A
The income tax expense for the year ended December 31, 2025 was $44.5 million, primarily attributable to the Company’s profitability, partially offset by tax benefits for stock compensation. See Note 17. Income Taxes to the Notes to Consolidated Financial Statements for additional information. On July 4, 2025, the OBBB was enacted into law, which included certain modifications to U.S. tax law. The enacted portions of the OBBB have not had a material impact on the Company's results of operations in 2025.
Read it in 10-K Feb 17, 2026 at sec.gov
RemovedMD&A
In February 2025, we expanded our SoFi Plus membership program, which provides a range of benefits across our suite of products including an attractive APY with a SoFi Money account, extra cash back rewards, exclusive rate discounts on loans and more. Members are able to access these membership benefits through a monthly subscription or direct deposit to a checking and savings account.
Read it in 10-K Feb 24, 2025 at sec.gov
RemovedMD&A
SoFi is a financial services company that leverages technology to serve people and enterprises. SoFi's continuous investments in innovation and brand building yielded several milestones in the year, fueling significant member and product growth and paving the way for future growth.
Read it in 10-K Feb 24, 2025 at sec.gov
RemovedMD&A
Lending segment contribution profit of $890.5 million for the year ended December 31, 2024 increased 8% over 2023. Contribution margin for 2024 and 2023 was 60%. Lending segment performance was driven by an increase in net interest income primarily attributable to higher loan balances in 2024. We recorded an average net interest margin of 5.80% for the year ended December 31, 2024, a decrease of 8 bps, compared to 5.88% in 2023. The decrease in net interest margin for the year ended December 31, 2024 was driven by an increase in average interest-bearing liabilities of 44% and a decrease in yields on interest-earning assets of 7 bps, partially offset by an increase in average interest-earning assets of 38% and a decrease on the average rate paid on interest-bearing liabilities of 17 bps. Origination volume for our Lending products increased 33%, primarily driven by continued strong demand for personal loans and home loans, as well as growth in the student loan business, despite operating in unpredictable macroeconomic headwinds. Student loan demand increased in the latter part of 2023 following the resumption of principal and interest payments on federally-held student loans and we continued to experience increasing student loan demand with interest rate reductions in 2024. Our acquisition of Wyndham in the second quarter of 2023 provided increased capacity and capabilities for our home loans product, which we expect to continue to provide benefits. This contributed to a notable increase in 2024 in home loans alongside further diversification and expansion of our home loan product offerings, such as home equity loans. We expect overall home loans growth could be correlated with interest rate movements in 2025.
Read it in 10-K Feb 24, 2025 at sec.gov
RemovedMD&A
Technology Platform segment contribution profit of $127.0 million for the year ended December 31, 2024 increased 34% over 2023, and total net revenue of $395.2 million for the year ended December 31, 2024 increased 12% over 2023. Technology Platform total enabled client accounts increased 15% year-over-year, to 168 million up from 145 million in the prior year period. Growth was driven primarily by account growth in Latin America, consumer brands in the United States and clients with innovative use cases like earned wage access and money movement, as well as contribution from new clients. Our pipeline of potential clients spans banks, consumer brands, and fintech companies across consumer and B2B segments, which we believe offer larger and more durable revenue. We believe our pipeline of potential new clients is strong, and the investments we have made in this segment have expanded our market opportunity. We continue to make significant strides in our strategy of leveraging our unique product suite to pursue diversified growth and expansion to serve a broad range of clients, including governmental agencies, consumer brands and financial institutions. Entering 2025, we are seeing strong demand from new partners as we signed several notable deals that represent more predictable revenue from larger established brands with higher average deal sizes. We expect modest growth in segment revenue to continue in 2025 and beyond, as implementation and integration cycles from these deals will be gradual and with revenue impacts expected in 2026.
Read it in 10-K Feb 24, 2025 at sec.gov
RemovedMD&A
debt issuance costs on our convertible notes. Revolving credit facility interest expense in 2024 and 2023 increased due to elevated average interest rates relative to the prior year on identical outstanding debt. Convertible note interest expense in 2024 increased related to the issuance of interest-bearing convertible senior notes during the first quarter of 2024.
Read it in 10-K Feb 24, 2025 at sec.gov
RemovedMD&A
(3)Depreciation and amortization expense in 2024 was primarily related to our internally-developed software and intangibles. Depreciation and amortization expense in 2023 increased compared to 2022 primarily in connection with acquisitions and growth in our internally-developed software balance.
Read it in 10-K Feb 24, 2025 at sec.gov
RemovedMD&A
We measure our personal loans, student loans and home loans at fair value. Our fair value adjustments on loans impact our consolidated results of operations and include adjustments related to loans originated during the period, loans held at the
Read it in 10-K Feb 24, 2025 at sec.gov
RemovedMD&A
(1)In the fourth quarter of 2024, we made a presentation change to present the provision for credit losses below total net revenue and above total noninterest expense, from its previous presentation within total noninterest expense. Respective prior period amounts were recast to conform to the current period presentation.
Read it in 10-K Feb 24, 2025 at sec.gov
RemovedMD&A
(1)Average balances were calculated on daily carrying balances for the 2024 and 2023 periods, and on thirteen-month ending carrying balances for the 2022 period, as the daily analysis in the prior periods would have involved undue burden. Both average calculations are representative of our operations.
Read it in 10-K Feb 24, 2025 at sec.gov
RemovedMD&A
2023 vs. 2022. The provision for the year ended December 31, 2023 was $54.9 million and increase of $0.6 million from the prior year reflecting higher average credit card balances combined with elevated credit card loss rates during 2022.
Read it in 10-K Feb 24, 2025 at sec.gov
RemovedMD&A
(1)Average balances were calculated on daily carrying balances for the 2024 and 2023 periods, and on thirteen-month ending carrying balances for the 2022 period, as the daily analysis in the prior periods would have involved undue burden. Both average calculations are representative of our operations.
Read it in 10-K Feb 24, 2025 at sec.gov
RemovedMD&A
(1)In the fourth quarter of 2024, we made a presentation change to present the provision for credit losses below total net revenue and above total noninterest expense, from its previous presentation within total noninterest expense. Respective prior period amounts were recast to conform to the current period presentation.
Read it in 10-K Feb 24, 2025 at sec.gov
RewordedMD&A
(ii) a The decrease was driven primarily by higher personal and student loan net decrease charge-offs of $111.0 million related to $172.5 million, primarily driven by growth in the following: portfolios and elevated charge off rates, lower fair value gains on personal loans, which were primarily impacted by smaller decreases in discount rate assumptions during 2024 ($371.2 million); 2024, lower fair value gains on student loans, which were primarily impacted by higher discount rate assumptions ($77.7 million); assumptions, and gains on student loan, personal loan and risk retention interest rate swap positions during 2024 compared to losses in 2023, primarily driven by larger increases in interest rates in the 2024 period ($337.9 million); and (iii) higher losses of $66.1 million on personal loan sales in the 2024 period, and were due to both price and volume factors, as well as delinquent loan sales in the 2024 period only. period.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedMD&A
While we We expect we may continue to see an increase in student loan refinancing volume as borrowers may look to refinance at to either a lower rate as if interest rates continue to decline or, or extend the loan term given the high interest rate environment compared to recent historical periods, may look to extend the loan term, the timing and impact to our student loan refinancing product will largely depend on expectations regarding the impact of the recent change in the U.S. presidential administration, the interest rate environment, how competitive our student loan refinancing products are compared to our competitors and macroeconomic factors. periods.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedMD&A
While However, we expect we may continue to see an increase in student loan refinancing volume as borrowers may look to refinance at a lower rate as interest rates decline or, given the high interest rate environment compared to recent historical periods, may look to extend the loan term, that the timing and impact to our student loan refinancing product will largely depend on expectations regarding the impact of the recent change in other factors, including executive actions by the U.S. presidential administration, the interest rate environment, environment and how competitive our student loan refinancing products are compared to our competitors and macroeconomic factors.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedMD&A
These decreases were partially offset (i) higher fair value gains on student loans primarily impacted by a larger decrease in discount rate assumptions as well as increased loan origination volume ($292.4 million), (ii) higher fair value gains on home loans in the 2025 period primarily impacted by increased loan origination volume ($86.5 million), and (iii) higher origination fees ($52.3 million) primarily related to a new product feature offered on personal loans, whereby a borrower may optionally elect to pay origination fees to qualify for a lower annual percentage rate ($242.9 million). rate, as well as home loans.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedMD&A
(v) This increase was driven by higher employee compensation and benefits of $32.5 million, which was attributable to increases in headcount and salary related to support of our growth growth, increases in professional services costs and impacts of the inflationary environment, partially offset by decreases in share-based compensation expense and restructuring charges during the first quarter of 2023; and (vi) in general and administrative, amortization of premiums on a credit default swap of $30.2 million related to our student loans during the 2024 period.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedMD&A
(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 impairment 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.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedMD&A
Weighted Dilutive impact of convertible notes(3) (23,377) (6,214) — Adjusted weighted average common stock outstanding – diluted 1,101,390 (non-GAAP) 1,228,390 1,095,176 945,024 900,886 Earnings (loss) per share – diluted (GAAP)(1) (GAAP)(2) $ 0.39 $ 0.39 $ (0.36) $ (0.40) Impact of adjustments per share — (0.24) 0.26 — Adjusted earnings (loss) per share – diluted (non-GAAP)(1) (non-GAAP)(2) $ 0.39 $ 0.15 $ (0.10) $ (0.40) Net income (loss) margin (GAAP) 13 % 19 % (14) % (20) % Adjusted net revenue (non-GAAP)(2) (non-GAAP)(4) $ 3,591,411 $ 2,606,170 $ 2,073,940 $ 1,540,492 Adjusted net income margin (non-GAAP) 13 % 9 % (3) % (21) % Incremental adjusted net income margin (non-GAAP) 26 % 53 % 50 %
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedMD&A
The decrease in the total net charge-off ratio was primarily due to a lower credit card net charge-off ratio reflective of improvement in delinquency rates (total credit card delinquency rate was 4.8%, 3.5%, down approximately 210 130 bps from the comparative period) as a result of tighter underwriting standards and risk mitigation actions, as well as an increase lower personal loans net charge-off ratio reflective of $359.1 million improvement in secured loans, for which we did not recognize an allowance for credit losses. delinquency rates (total personal loan delinquency rate was 52 bps, down approximately 4 bps from the comparative period).
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedMD&A
Page Business Overview 87 94 Non-GAAP Financial Measures 89 97 Key Business Metrics 97 104 Key Factors Affecting Operating Results 100 107 Key Components of Results of Operations 103 110 Consolidated Results of Operations 104 111 Net Interest Income 105 112 Noninterest Income 107 114 Provision for Credit Losses 109 116 Noninterest Expense 111 118 Income Taxes 111 119 Summary Results by Segment 112 119 Lending Segment 113 120 Technology Platform Segment 119 126 Financial Services Segment 120 128 Corporate/Other Segment 123 130 Consolidated Balance Sheet Analysis 131 Liquidity and Capital Resources 123 133 Critical Accounting Estimates 129 137 Recent Accounting Standards Issued, But Not Yet Adopted 132 140
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedMD&A
Provision for credit losses in our Financial Services segment Net charge-offs decreased by $23.3 million, or 42%, primarily related to improvement in credit card delinquency rates (total credit card delinquency rate was 4.8%, 3.5% as of December 31, 2025, down approximately 210 130 bps from the comparative period) as a result of tighter underwriting standards and risk mitigation actions, and improved credit quality of the portfolio, including higher borrower FICO scores. actions.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedMD&A
(iii) an increase in compensation and benefits expense, which reflected (ii) an increase in allocated compensation and related benefits which reflected an increase in headcount and increases in average compensation in 2025 to support growth in the Financial Services segment, in addition to increases in average compensation in 2024; segment; and (iv) (iii) an increase in intercompany expenses attributable to increased usage of technology platform services during the 2024 2025 period.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedMD&A
Lending Technology Platform segment directly attributable expenses increased by $70.1 $37.6 million, or 16%, 14%, for the year ended December 31, 2023 2025 compared to 2022, 2024, primarily due to: attributable to an increase in allocated compensation and related benefits, which reflected an increase in headcount and increases in average compensation in 2025.
Read it in 10-K Feb 17, 2026 at sec.gov
Quiet changesMD&A
Since acquiring our bank license, we have shifted and continue to expect our funding mix to move towards be primarily deposit funding, which generally has a lower cost of funds than warehouse financing.
Read it in 10-K Feb 17, 2026 at sec.gov
Quiet changesMD&A
We elected generally elect the fair value option to measure our personal loans, student loans and home loans, as we believe that fair value best reflects the expected economic performance of the loans.
Read it in 10-K Feb 17, 2026 at sec.gov

Sources

The two latest 10-Ks on EDGAR, section by section. Each change links to the text at sec.gov.

Also

New risk factors: paragraphs with nothing like them last year, quoted in full.

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