What changed in this filing

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Item 9A. Controls and Procedures

2024-08-28 compared with 2023-08-25 · 51 added, 36 removed, 158 unchanged (36% of the section changed)

47 unchanged sentences

OTHER INFORMATION

(b) Not applicable.

During the three months ended June 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

(a) Appointment of Chief Operating Officer

On August 26, 2024, Michael Linford, Chief Financial Officer of the Company, was appointed as Chief Operating Officer (“COO”) of the Company effective September 1, 2024.

Linford will continue to serve as the Company’s Chief Financial Officer.

Linford’s biographical information is included in the Company’s proxy statement filed October 20, 2023.

No changes to Mr.

Linford’s compensation were made in connection with his appointment as COO.

(b) Trading Plans

During the three months ended June 30, 2024, the following directors and officers of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, as follows:

On June 13, 2024 , Katherine Adkins , our Chief Legal Officer and Chief Compliance Officer , adopted a Rule 10b5-1 Trading Plan.

Adkins’ Rule 10b5-1 Trading Plan provides for the sale of up to 300,000 shares of our Class A common stock, including the sale of underlying shares upon the exercise of employee stock options, pursuant to one or more limit orders from September 12, 2024 until March 31, 2025 , or earlier if all transactions under the trading arrangement are completed.

On June 14, 2024 , Noel Watson , a member of our Board of Directors , adopted a Rule 10b5-1 Trading Plan.

Watson’s Rule 10b5-1 Trading Plan provides for the sale of up to 10,000 shares of our Class A common stock from September 13, 2024 until September 30, 2025 , or earlier if all transactions under the trading arrangement are completed.

No other directors or officers, as defined in Rule 16a-1(f), adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the three months ended June 30, 2024.

On June 14, 2024 , the Company entered into a Rule 10b5-1 Trading Plan .

The Company’s 10b5-1 Trading Plan provides for the repurchase of up to $400 million aggregate principal amount of the Company’s 0% Senior Convertible Notes due 2026 from August 1, 2024 until December 31, 2024 , or earlier if all transactions under the trading arrangement are completed.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

3 unchanged sentences

Our board of directors has adopted a Code of Ethics and Business Conduct (the “Code of Conduct”) applicable to all officers, directors and employees, including our principal executive, principal financial and principal accounting officers, which is available on our website (investors.affirm.com) under “Corporate Governance.” We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding future amendments to certain provisions of the Code of Conduct and waivers of the Code of Conduct granted to executive officers and directors by posting such information at the website address specified above within four business days following the date of the amendment or waiver.

Our board of directors has adopted an insider trading policy which governs the purchase, sale, and/or other dispositions of our securities by directors, officers and employees and other covered persons and is designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

EXECUTIVE COMPENSATION

19 unchanged sentences

3.2 Amended and Restated Bylaws

8-K 001-39888 3.1 September 22, 2022

8-K 001-39888 3.1 October 20, 2023

4.1 Description of Capital Stock

4.2 Warrant to Purchase Class A Common Stock of Affirm Holdings, Inc., by and between Affirm Holdings, Inc.

and Amazon.com Services LLC, dated as of November 10, 2021*

8-K 001-39888 4.1 November 10, 2021

001-39888 4.1 August 25, 2023

4.2 Warrant to Purchase Class A Common Stock of Affirm Holdings, Inc., by and between Affirm Holdings, Inc.

1 unchanged sentence

8-K 001-39888 4.1 November 10, 2021

4.3 Amended and Restated Warrant to Purchase Class A Common Stock of Affirm Holdings, Inc., by and between Affirm Holdings, Inc.

and Amazon.com Services LLC, dated as of October 27, 2023*

10-Q 001-39888 4.1 February 8, 2024

4.4 Indenture, dated November 23, 2021, between Affirm Holdings, Inc.

10 unchanged sentences

10-Q 001-39888 10.1 November 8, 2022

10.4 Loan Sale Agreement, dated as of September 18, 2020, by and between Celtic Bank Corporation and Affirm, Inc.*

10.5 Marketing and Servicing Agreement, dated as of September 18, 2020, by and between Celtic Bank Corporation and Affirm, Inc.*

10.6 Customer Installment Program Agreement, dated as of July 16, 2020, by and between Shopify Inc.

and Affirm, Inc.

S-1/A 333-250184 10.7 November 20, 2020

10.4 Amendment No.

1 to Customer Installment Program Agreement, effective as of February 26, 2021, between Shopify Inc.

and Affirm, Inc.

10-Q 001-39888 10.3 May 17, 2021

10.8 Amended and Restated Amendment No.

2 to Customer Installment Program Agreement, dated as of July 27, 2021, by and between Shopify Inc.

and Affirm, Inc.

10-K 001-39888 10.1 September 17, 2021

10.9 Amendment No.

3 to Customer Installment Program Agreement, dated as of May 6, 2022, by and between Shopify Inc.

and Affirm, Inc.*

2 to Revolving Credit Agreement, dated June 26 , 202 4 , between Affirm, Inc., Affirm Holdings, Inc., certain lenders identified therein, and Barclays Bank PLC

8-K 001-39888 10.1 July 1, 2024

10.5 Loan Sale Agreement, dated as of September 18, 2020, by and between Celtic Bank Corporation and Affirm, Inc.*

10-K 001-39888 10.4 August 25, 2023

10.10 T hird Program Outline, effective as of October 28, 2022, pursuant to the Customer Installment Program A greement between Shopify Inc.

and Affirm, Inc.*

10-Q 001-39888 10.1 February 8, 2023

10.11 A mendment No.

4 to Customer Ins tallment Pr ogram Agreement, dated December 16, 2022 by and between Shopify, Inc.

and Affirm, Inc.*

10.6 Amendment No.

1 to Loan Sale Agreement, dated as of October 27, 2023, by and between Celtic Bank Corporation and Affirm, Inc.

10-Q 001-39888 10.1 February 8, 2024

10.7 Marketing and Servicing Agreement, dated as of September 18, 2020, by and between Celtic Bank Corporation and Affirm, Inc.*

10-K 001-39888 10.5 August 25, 2023

10.8 Amendment No.

5 to Customer Installment Program Agreement, dated March 31, 2023 by and between Shopify, Inc.

1 to Marketing and Servicing Agreement, dated as of October 27, 2023, by and between Celtic Bank Corporation and Affirm, Inc.

10-Q 001-39888 10.2 February 8, 2024

10.9 Amended and Restated Customer Installment Program Agreement, dated March 18, 2024, by and between Shopify Inc.

and Affirm, Inc.*

2 unchanged sentences

8-K 001-39888 10.1 November 10, 2021

10.11 First Amendment to Amended and Restated Installment Financing Services Agreement, dated as of October 2, 2023, by and between Affirm, Inc., Amazon.com Services LLC and Amazon Payments, Inc.*

10-Q 001-39888 10.2 November 8, 2023

10.12 Second Amendment to Amended and Restated Installment Financing Services Agreement, dated as of February 2, 2024, by and between Affirm, Inc., Amazon.com Services LLC and Amazon Payments, Inc.*

10-Q 001-39888 10.1 May 8, 2024

10.13 Transaction Agreement, dated as of November 10, 2021, by and between Affirm Holdings, Inc.

13 unchanged sentences

10-Q 001-39888 10.4 May 17, 2021

10.20+ O fficer Severance Plan

10.19+ Officer Severance Plan

10-K 001-39888 10.17 August 29, 2022

19.1 Insider Trading Policy

21.1 Subsidiaries of the Company

7 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97.1 Policy for the Recovery of Erroneously Awarded Compensation

XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

25 unchanged sentences

Michael Linford (principal financial officer)

/s/ Siphelele Jiyane VP, Controller August 25, 2023

/s/ Siphelele Jiyane Chief Accounting Officer

August 28, 2024

Siphelele Jiyane (principal accounting officer)

/s/ Jeremy Liew Director August 25, 2023

/s/ Libor Michalek President and Director August 25, 2023

Director August 28, 2024

/s/ Jeremy Liew

August 28, 2024

/s/ Libor Michalek

President and Director August 28, 2024

Libor Michalek

Ming Director August 25, 2023

/s/ Christa S.

4 unchanged sentences

Jacqueline D.

/s/ Noel Watson Director August 25, 2023

White Director August 25, 2023

/s/ Manolo Sanchez

Director August 28, 2024

Manolo Sanchez

/s/ Noel Watson

Director August 28, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures