SoFi Technologies Inc美股招股说明书(2025-12-05版)

SOFI TECHNOLOGIES, INC. Common Stock We are offering 54,545,454 shares of our common stock (the “Offering”). This prospectus supplement updates, amends and supplements the prospectus dated July 29, 2025, which forms a part of ourRegistration Statement on Form S-3 (Registration No. 333-289046) (the “Prospectus”). Capitalized terms used in this prospectussupplement and not otherwise defined herein have the meanings specified in the Prospectus. This prospectus supplement is notcomplete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to bedelivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this Shares of our common stock are quoted on The Nasdaq Global Select Market (the “Nasdaq”) under the symbol “SOFI”. OnDecember 4, 2025, the closing price of our common stock was $29.60. Investing in our common stock involves risks. See “Risk Factors” beginning on pageS-8 of this prospectussupplement, pageiiiof the Prospectus, page 27 of our Annual Report on Form 10-K for the year ended December 31, 2024,page 108 of our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 and in any subsequent Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to The underwriters may also purchase up to an additional aggregate 8,181,818 shares of common stock from us at the publicoffering price, less the underwriting discounts and commissions, within 30 days from the date of this prospectus supplement. Foradditional information regarding underwriting compensation, see “Underwriting.” The underwriters expect to deliver the shares to PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTFORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARY TABLE OF CONTENTS ABOUT THIS PROSPECTUSRISK FACTORSCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement updates, amends and supplements the prospectus dated July 29, 2025, which forms a part of ourRegistration Statement on Form S-3 (Registration No. 333-289046) that we filed with the U.S. Securities and Exchange Commission(the “SEC”) (the “Prospectus”). We are providing information to you about this Offering in two parts. The first part is this prospectussupplement, which provides you with specific information regarding the terms of this offering and our common stock, and also adds to Neither we nor the underwriters (or any of our or their affiliates) has authorized anyone to provide you with any informationor to make any representations other than those contained in this prospectus supplement or the accompanying Prospectus, or anysubsequent prospectus supplement prepared by or on behalf of us or to which we have referred you. Neither we nor the underwriters(or any of our or their affiliates) takes any responsibility for, or provides any assurance as to the reliability of, any other information This prospectus supplement is not complete without the accompanying Prospectus. This prospectus supplement should beread in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by referencethereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in theProspectus. Please keep this prospectus supplement with your Prospectus for future reference. The Prospectus includes other We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),and therefore file reports and other information with the SEC. Statements contained in this prospectus supplement and theaccompanying base prospectus about the provisions or contents of any agreement or other document are only summaries. If SEC rules The information contained or incorporated by reference in this prospectus supplement, the accompanying Prospectus or anyrelated free writing prospectus prepared by us is accurate only as of the date of this prospectus supplement or the date of theaccompanying Prospectus, as applicable, regardless of the time of delivery of this prospectus supplement and the accompanying If the description of this offering varies between this prospectus supplement and the accompanying Prospectus, you shouldrely on the information in this prospectus supplement. Any statement made in this prospectus supplement or in a documentincorporated or deemed to be incorporated by reference in this prospectus supplement will be deemed to be modified or superseded forpurposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement or in any other As used in this prospectus supplement and the accompanying Prospectus, unl