Chief Financial Officer O'Hare Robert converted options into 14,516 shares and covered exercise/tax liability with 7,374 shares, increasing direct ownership by 66% to 17,931 units (SEC Form 4)
$AFRM
Finance: Consumer Services
Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Affirm Holdings, Inc. [ AFRM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/01/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 06/01/2025 | M | 14,516 | A | $0 | 25,305 | D | |||
| Class A Common Stock | 06/01/2025 | F | 7,374(1) | D | $51.9 | 17,931 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (2) | 06/01/2025 | M | 1,495 | (3) | (3) | Class A Common Stock | 1,495 | $0 | 3,490 | D | ||||
| Restricted Stock Units | (2) | 06/01/2025 | M | 4,545 | (4) | (4) | Class A Common Stock | 4,545 | $0 | 16,665 | D | ||||
| Restricted Stock Units | (2) | 06/01/2025 | M | 2,102 | (5) | (5) | Class A Common Stock | 2,102 | $0 | 9,110 | D | ||||
| Restricted Stock Units | (2) | 06/01/2025 | M | 5,018 | (6) | (6) | Class A Common Stock | 5,018 | $0 | 45,169 | D | ||||
| Restricted Stock Units | (2) | 06/01/2025 | M | 1,356 | (7) | (7) | Class A Common Stock | 1,356 | $0 | 17,636 | D | ||||
| Explanation of Responses: |
| 1. Represents the number of shares of the Issuer's Common Stock withheld to satisfy the Reporting Person's tax obligation in connection with the settlement of shares of Common Stock underlying the Reporting Person's restricted stock units that vested on June 1, 2025. |
| 2. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock. |
| 3. With respect to the shares of Class A Common Stock underlying the RSUs, the RSUs vested in equal monthly installments from April 1, 2022 until August 1, 2023. Beginning September 1, 2023, the RSUs vest in equal quarterly installments, subject to the Reporting Person's continued employment with the Issuer as of each vesting date. This grant has no expiration date. |
| 4. With respect to the shares of Class A Common Stock underlying the RSUs, the RSUs vested in equal monthly installments from August 1, 2022 until August 1, 2023. Beginning September 1, 2023, the RSUs vest in equal quarterly installments, subject to the Reporting Person's continued employment with the Issuer as of each vesting date. This grant has no expiration date. |
| 5. With respect to the shares of Class A Common Stock underlying the RSUs, the RSUs vested in equal monthly installments from October 1, 2022 until August 1, 2023. Beginning September 1, 2023, the RSUs vest in equal quarterly installments, subject to the Reporting Person's continued employment with the Issuer as of each vesting date. This grant has no expiration date. |
| 6. The RSUs vest as to 25% of the shares on September 1, 2024 and the remainder vest in 12 equal quarterly installments over the subsequent three years, subject to the Reporting Person's continuous service with the Issuer as of each vesting date. This grant has no expiration date. |
| 7. RSUs vest with respect to the shares of Class A Common Stock underlying the restricted stock units in equal quarterly installments for a period of four years beginning December 1, 2024, the vesting commencement date, subject to the Reporting Person's continued employment with the Issuer as of each vesting date. |
| Remarks: |
| /s/ Josh Samples, Attorney-in-Fact | 06/03/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||