FinTech Company Hit With 6-Figure SEC Penalty for Faulty Stock Option Disclosures

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Jina Choi, director of the San Francisco regional office of the U.S. Securities and Exchange Commission.[/caption] San Francisco-based Credit Karma has agreed to pay a $160,000 penalty after the U.S. Securities and Exchange Commission found that the pre-initial public offering financial technology company failed to make proper disclosures to employees about its stock option plan. Credit Karma, a company that helps consumers monitor their credit and provides them with personalized financial recommendations, issued approximately $13.8 million in stock options to its employees from October 2014 to September 2015, according to the cease-and-desist order obtained by the SEC Monday. According to the SEC, Credit Karma didn’t register its stock options with the agency, but rather attempted to rely on an exemption provided under Securities Act Rule 701, a provision allowing privately held companies to pay employees with up to $5 million worth of securities without incurring registration and reporting requirements. Since the value of Credit Karma stock options had exceeded the $5 million amount, the SEC claims that the company was required “to deliver financial statements and risk disclosures associated with the securities,” something the agency said the company made available for potential institutional investors, but not its own employees. "Registration requirements exist to ensure that all investors have access to important information before deciding to invest,” Jina Choi, director of the SEC’s San Francisco regional office, said in a statement. “This is equally true for employees who are investors in the companies where they work.” Emily Donahue, a spokeswoman for Credit Karma, said in an email that the company’s head count grew by a factor of five to support an additional 20 million customers from 2014 to 2017. “All new employees were offered equity and, given the value of the equity, we triggered a requirement to provide equity holders with certain financial information and disclosures,” Donahue said. She added that the company has “been in full compliance since mid-2016," something also noted in Monday’s cease-and-desist order. Credit Karma was represented in the administrative proceeding by Caz Hashemi of Wilson Sonsini Goodrich & Rosati. The SEC’s investigation was conducted by Kashya Shei and Carlos Vasquez in the San Francisco regional office. The case was supervised by Jeremy Pendrey, an assistant regional director with the SEC's Asset Management Unit.