SEC FORM 4

SEC Form 4

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^*

O'Hare Robert

(Last)

(First)

(Middle)

650 CALIFORNIA STREET

(Street)

SAN FRANCISCO

94108

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Affirm Holdings, Inc. [ AFRM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/01/2024		M		14,517	A	$0	14,517	D
Class A Common Stock	12/01/2024		F		7,360⁽¹⁾	D	$70.01	7,157	D
Class A Common Stock	12/02/2024		M		933⁽²⁾	A	$41.8	8,090	D
Class A Common Stock	12/02/2024		M		2,837⁽²⁾	A	$17.19	10,927	D
Class A Common Stock	12/02/2024		M		1,280⁽²⁾	A	$22.3	12,207	D
Class A Common Stock	12/02/2024		M		2,426⁽²⁾	A	$23.35	14,633	D
Class A Common Stock	12/02/2024		S		10,932⁽²⁾	D	$68.05⁽³⁾	3,701	D
Class A Common Stock	12/02/2024		S		900⁽²⁾	D	$68.91⁽⁴⁾	2,801	D
Class A Common Stock	12/02/2024		S		1,000⁽²⁾	D	$70.27⁽⁵⁾	1,801	D
Class A Common Stock	12/02/2024		S		100⁽²⁾	D	$70.75	1,701	D
Class A Common Stock	12/02/2024		S		1,033⁽²⁾	D	$71.89⁽⁶⁾	668	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁷⁾	12/01/2024		M			1,495	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	1,495	$0	6,480	D
Restricted Stock Units	⁽⁷⁾	12/01/2024		M			4,545	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	4,545	$0	25,755	D
Restricted Stock Units	⁽⁷⁾	12/01/2024		M			2,102	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	2,102	$0	13,313	D
Restricted Stock Units	⁽⁷⁾	12/01/2024		M			5,019	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	5,019	$0	55,206	D
Restricted Stock Units	⁽⁷⁾	12/01/2024		M			1,356	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	1,356	$0	20,349	D
Stock Option (Right to Buy)	$41.8	12/02/2024		M			933⁽²⁾	⁽¹³⁾	03/02/2032	Class A Common Stock	933	$0	13,989	D
Stock Option (Right to Buy)	$17.19	12/02/2024		M			2,837⁽²⁾	⁽¹⁴⁾	07/01/2032	Class A Common Stock	2,837	$0	53,900	D
Stock Option (Right to Buy)	$22.3	12/02/2024		M			1,280⁽²⁾	⁽¹⁵⁾	09/16/2032	Class A Common Stock	1,280	$0	26,874	D
Stock Option (Right to Buy)	$23.35	12/02/2024		M			2,426⁽²⁾	⁽¹⁶⁾	09/13/2033	Class A Common Stock	2,426	$0	80,066	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 December 1, 2024.

2. The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 14, 2024.

3. Represents the weighted average sale price of the shares sold from $67.43 to $68.41 per share. The Reporting Person will provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. Represents the weighted average sale price of the shares sold from $68.47 to $69.46 per share. The Reporting Person will provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. Represents the weighted average sale price of the shares sold from $69.74 to $70.62 per share. The Reporting Person will provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. Represents the weighted average sale price of the shares sold from $71.89 to $71.94 per share. The Reporting Person will provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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.

13. The stock options vest in 48 equal monthly installments beginning April 1, 2022, subject to the Reporting Person's continuous service with the Issuer as of each vesting date.

14. The stock options vest in 48 equal monthly installments beginning August 1, 2022, subject to the Reporting Person's continuous service with the Issuer as of each vesting date.

15. The stock options vest in 48 equal monthly installments beginning October 1, 2022, subject to the Reporting Person's continuous service with the Issuer as of each vesting date.

16. The stock options vest as to 25% of the underlying shares on September 1, 2024 and the remainder vest in 36 equal monthly installments over the subsequent three years subject to the Reporting Person's continuous service with the Issuer as of each vesting date.

Remarks:

	/s/ Josh Samples, Attorney-in-Fact	12/03/2024
	** 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).
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