An interesting Form 144 came out tonight involving SoFi CEO Anthony Noto. It contains details on the proposed forward sale of 2 million shares worth about $34 million. While Noto is getting cash proceeds over the course of the loan (sort of like a credit revolver), he is not selling these shares today. Instead, shares will be delivered to Goldman Sachs at the end of the loan. It’s important to note that the $34 million (& likely some kind of interest expense) is fixed and based on the current stock price. Meaning? As SoFi’s stock potentially appreciates by the end of the transaction timeline, he will deliver progressively fewer shares than the 2 million base period amount.

The deal represents just 25% of his current stake and a much smaller percentage when including the large performance stock unit (PSU) packages heading his way. He gets those tranches if SoFi sustainably reaches a $25/share average for a 90-day period, then $35 & then $45. His incentives are firmly aligned with ours. It’s also worth reminding everyone that he has purchased a few million shares in the open market over the last couple of years… despite SoFi stock already being a massive proportion of his net worth.

Remember that insiders sell for many, many reasons. He is not a billionaire and has made a massive, long-term financial commitment to SoFi. Furthermore, this is how you would format a stock sale if you needed liquidity and were most optimistic about the underlying company. This way, he will continue to maximize his exposure to SoFi’s shares by pushing back the delivery. I don’t think it’s ever appropriate to call these transactions (even delayed sales) a positive. But? I also think the structure is as close to a positive as you can get for this kind of news. When considering all of this and his performance as a CEO, I’d call it a pay-day extremely well deserved.

At the same time… while insiders sell for many reasons… they only buy for one. And to calm nerves even more, SoFi’s EVP of the Borrow Unit purchased $500,000 in stock in open markets tonight as well. That’s his first buy since starting with the firm 6 months ago.

Finally, when insider RSUs vest, taxes on those newly owned shares are owed. SoFi insiders will be getting RSUs this week. Many of them will cover tax bills by selling some of these proceeds. It’s routine. It’s not concerning in my mind. Just a heads up.