Affirm Holdings, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA AFFIRM HOLDINGS, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firms (PCAOB ID No. 34 ) 82 Consolidated Balance Sheets 84 Consolidated Statements of Operations and Comprehensive Loss 86 Consolidated Statement of Stockholders' Equity (Deficit) 87 Consolidated Statements of Cash Flows 89 Notes to Consolidated Financial Statements 91 81 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Affirm Holdings, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Affirm Holdings, Inc. and subsidiaries (the "Company") as of June 30, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for each of the three years in the period ended June 30, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2024, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of June 30, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August 28, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Allowance for Credit Losses — Refer to Notes 2 and 4 to the financial statements Critical Audit Matter Description The allowance for credit losses (ACL) is a material estimate of the Company. In estimating the ACL, management utilizes a migration analysis of delinquent and current loan receivables. The analysis focuses on the pertinent factors underlying the quality of the loan portfolio. These factors include historical performance, the age of the receivable balance, customer credit-worthiness, changes in the size and composition of the loan portfolio, delinquency levels, and actual credit loss experience. We identified the ACL for U.S. loans as a critical audit matter given the subjective nature and amount of judgment required in developing the estimate. Performing audit procedures to evaluate the reasonableness of the ACL required 82 Table of Contents a high degree of auditor judgment, an increased extent of audit effort, credit specialists, and the need to involve more experienced audit professionals. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the allowance for credit losses included the following procedures, among others: • We tested the design and effectiveness of controls over the ACL. • We tested management’s process for estimating the ACL, which included involving our credit specialists to evaluate the appropriateness of the models and methodologies. • We evaluated the accuracy and completeness of the data used to estimate the allowance for credit losses. /s/ Deloitte & Touche LLP San Francisco, California August 28, 2024 We have served as the Company's auditor since 2020. 83 Table of Contents AFFIRM HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except shares and per share amounts) June 30, 2024 June 30, 2023 Assets Cash and cash equivalents $ 1,013,106 $ 892,027 Restricted cash 282,293 367,917 Securities available for sale at fair value 1,131,628 1,174,653 Loans held for sale 36 76 Loans held for investment 5,670,056 4,402,962 Allowance for credit losses ( 309,097 ) ( 204,531 ) Loans held for investment, net 5,360,959 4,198,431 Accounts receivable, net 353,028 199,085 Property, equipment and software, net 427,686 290,135 Goodwill 533,439 542,571 Intangible assets 13,502 34,434 Commercial agreement assets 104,602 177,672 Other assets 299,340 278,614 Total assets $ 9,519,619 $ 8,155,615 Liabilities and stockholders’ equity Liabilities: Accounts payable $ 41,019 $ 28,602 Payable to third-party loan owners 159,643 53,852 Accrued interest payable 24,327 13,498 Accrued expenses and other liabilities 147,429 180,883 Convertible senior notes, net 1,341,430 1,414,208 Notes issued by securitization trusts 3,236,873 2,165,577 Funding debt 1,836,909 1,764,812 Total liabilities 6,787,630 5,621,432 Commitments and contingencies (Note 8) Stockholders’ equity: Class A common stock, par value $ 0.00001 per share: 3,030,000,000 shares authorized, 267,305,456 shares issued and outstanding as of June 30, 2024; 3,030,000,000 shares authorized, 237,230,381 shares issued and outstanding as of June 30, 2023 2 2 Class B common stock, par value $ 0.00001 per share: 140,000,000 shares authorized, 43,747,575 shares issued and outstanding as of June 30, 2024; 140,000,000 authorized, 59,615,836 shares issued and outstanding as of June 30, 2023 1 1 Additional paid in capital 5,862,555 5,140,850 Accumulated deficit ( 3,109,004 ) ( 2,591,247 ) Accumulated other comprehensive loss ( 21,565 ) ( 15,423 ) Total stockholders’ equity 2,731,989 2,534,183 Total liabilities and stockholders’ equity $ 9,519,619 $ 8,155,615 The accompanying notes are an integral part of these consolidated financial statements. 84 Table of Contents AFFIRM HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS, CONT. (in thousands, except shares and per share amounts) The following table presents the assets and liabilities of consolidated variable interest entities (“VIEs”), which are included in the consolidated balance sheets above. The assets in the table below may only be used to settle obligations of consolidated VIEs and are in excess of those obligations. The liabilities in the table below include liabilities for which creditors do not have recourse to the general credit of the Company. Additionally, the assets and liabilities in the table below include third-party assets and liabilities of consolidated VIEs only and exclude intercompany balances that eliminate upon consolidation. June 30, 2024 June 30, 2023 Assets of consolidated VIEs, included in total assets above Restricted cash $ 145,829 $ 203,872 Loans held for investment 5,461,660 4,151,606 Allowance for credit losses ( 242,991 ) ( 178,252 ) Loans held for investment, net 5,218,669 3,973,354 Accounts receivable, net 2,961 8,196 Other assets 10,676 18,210 Total assets of consolidated VIEs $ 5,378,135 $ 4,203,632 Liabilities of consolidated VIEs, included in total liabilities above Accounts payable $ 2,830 $ 2,894 Accrued interest payable 24,220 13,498 Accrued expenses and other liabilities 11,115 17,825 Notes issued by securitization trusts 3,236,873 2,165,577 Funding debt 1,794,984 1,656,400 Total liabilities of consolidated VIEs 5,070,022 3,856,194 Total net assets of consolidated VIEs $ 308,113 $ 347,438 The accompanying notes are an integral part of these consolidated financial statements. 85 Table of Contents AFFIRM HOLDINGS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (in thousands, except share and per share amounts) Year ended June 30, 2024 2023 2022 Revenue Merchant network revenue $ 674,607 $ 507,600 $ 458,511 Card network revenue 151,401 119,338 100,696 Total network revenue 826,008 626,938 559,207 Interest income 1,204,355 685,217 527,880 Gain on sales of loans 197,153 188,341 196,435 Servicing income 95,483 87,489 65,770 Total revenue, net $ 2,322,999 $ 1,587,985 $ 1,349,292 Operating expenses Loss on loan purchase commitment $ 180,395 $ 140,265 $ 204,081 Provision for credit losses 460,628 331,860 255,272 Funding costs 344,253 183,013 69,694 Processing and servicing 343,249 257,343 157,814 Technology and data analytics 501,857 615,818 418,643 Sales and marketing 576,405 638,280 532,343 General and administrative 525,291 586,398 577,493 Restructuring and other 6,768 35,870 — Total operating expenses 2,938,846 2,788,847 2,215,340 Operating loss $ ( 615,847 ) $ ( 1,200,862 ) $ ( 866,048 ) Other income, net 100,320 211,617 141,217 Loss before income taxes $ ( 515,527 ) $ ( 989,245 ) $ ( 724,831 ) Income tax expense (benefit) 2,230 ( 3,900 ) ( 17,414 ) Net loss $ ( 517,757 ) $ ( 985,345 ) $ ( 707,417 ) Other comprehensive income (loss) Foreign currency translation adjustments $ ( 13,655 ) $ ( 8,143 ) $ ( 5,900 ) Unrealized gain (loss) on securities available for sale, net 6,857 ( 882 ) ( 8,022 ) Gain on cash flow hedges 656 751 — Net other comprehensive loss ( 6,142 ) ( 8,274 ) ( 13,922 ) Comprehensive loss $ ( 523,899 ) $ ( 993,619 ) $ ( 721,339 ) Per share data: Net loss per share attributable to common stockholders for Class A and Class B Basic $ ( 1.67 ) $ ( 3.34 ) $ ( 2.51 ) Diluted $ ( 1.67 ) $ ( 3.34 ) $ ( 2.51 ) Weighted average common shares outstanding Basic 309,857,129 295,343,466 281,704,041 Diluted 309,857,129 295,343,466 281,704,041 The accompanying notes are an integral part of these consolidated financial statements. 86 Table of Contents AFFIRM HOLDINGS, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (in thousands, except share amounts) Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Stockholders' Equity Shares (1) Amount Balance as of June 30, 2021 269,358,104 $ 3 $ 3,467,236 $ ( 898,485 ) $ 6,773 $ 2,575,527 Issuance of common stock upon exercise of stock options 13,565,397 — 69,876 — — 69,876 Issuance of common stock in acquisition 488,097 — 42,109 — — 42,109 Issuance of common stock, employee share purchase plan 149,137 — 3,613 — — 3,613 Vesting of restricted stock units 3,815,156 — — — — — Vesting of warrants for common stock — — 388,208 — — 388,208 Repurchases of common stock ( 10,518 ) — ( 86 ) — — ( 86 ) Stock-based compensation — — 445,525 — — 445,525 Tax withholding on stock-based compensation — — ( 185,178 ) — — ( 185,178 ) Foreign currency translation adjustments — — — — ( 5,900 ) ( 5,900 ) Unrealized loss on securities available for sale — — — — ( 8,022 ) ( 8,022 ) Net loss — — — ( 707,417 ) — ( 707,417 ) Balance as of June 30, 2022 287,365,373 $ 3 $ 4,231,303 $ ( 1,605,902 ) $ ( 7,149 ) $ 2,618,255 Issuance of common stock upon exercise of stock options 947,792 — 4,593 — — 4,593 Issuance of common stock in acquisition — — 13,674 — — 13,674 Issuance of common stock, employee share purchase plan 954,475 — 11,482 — — 11,482 Forfeiture of common stock related to acquisitions ( 258,905 ) — — — — — Vesting of restricted stock units 7,849,919 — — — — — Vesting of warrants for common stock — — 421,934 — — 421,934 Repurchases of common stock ( 12,437 ) — ( 109 ) — — ( 109 ) Stock-based compensation — — 531,817 — — 531,817 Tax withholding on stock-based compensation — — ( 73,844 ) — — ( 73,844 ) Foreign currency translation adjustments — — — — ( 8,143 ) ( 8,143 ) Unrealized loss on securities available for sale — — — — ( 882 ) ( 882 ) Unrealized gain on cash flow hedges — — — — 751 751 Net loss — — — ( 985,345 ) — ( 985,345 ) Balance as of June 30, 2023 296,846,217 $ 3 $ 5,140,850 $ ( 2,591,247 ) $ ( 15,423 ) $ 2,534,183 The accompanying notes are an integral part of these consolidated financial statements. 87 Table of Contents AFFIRM HOLDINGS, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY, CONT. (in thousands, except share amounts) Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Stockholders' Equity Shares (1) Amount Balance as of June 30, 2023 296,846,217 $ 3 $ 5,140,850 $ ( 2,591,247 ) $ ( 15,423 ) $ 2,534,183 Issuance of common stock upon exercise of stock options 2,826,973 — 22,922 — — 22,922 Issuance of common stock, employee share purchase plan 578,222 — 10,217 — — 10,217 Vesting of restricted stock units 10,801,619 — — — — — Vesting of warrants for common stock — — 406,714 — — 406,714 Stock-based compensation — — 471,021 — — 471,021 Tax withholding on stock-based compensation — — ( 189,169 ) — — ( 189,169 ) Foreign currency translation adjustments — — — — ( 13,655 ) ( 13,655 ) Unrealized gain on securities available for sale — — — — 6,857 6,857 Unrealized gain on cash flow hedges — — — — 656 656 Net loss — — — ( 517,757 ) — ( 517,757 ) Balance as of June 30, 2024 311,053,031 $ 3 $ 5,862,555 $ ( 3,109,004 ) $ ( 21,565 ) $ 2,731,989 (1) The share amounts listed above combine Class A and Class B stock. The accompanying notes are an integral part of these consolidated financial statements. 88 Table of Contents AFFIRM HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year ended June 30, 2024 2023 2022 Cash flows from operating activities Net loss $ ( 517,757 ) $ ( 985,345 ) $ ( 707,417 ) Adjustments to reconcile net loss to net cash used in operating activities: Provision for losses 460,628 331,860 255,272 Amortization of premiums and discounts on loans ( 187,709 ) ( 141,075 ) ( 171,965 ) Gain on sales of loans ( 197,153 ) ( 188,341 ) ( 196,435 ) Gain on extinguishment of debt ( 12,638 ) ( 89,841 ) — Changes in fair value of assets and liabilities ( 2,776 ) ( 15,883 ) ( 101,789 ) Amortization of commercial agreement assets 73,070 85,524 96,737 Amortization of debt issuance costs 24,546 20,535 16,152 Amortization of discount on securities available for sale ( 22,799 ) ( 36,060 ) 2,192 Commercial agreement warrant expense 406,714 421,934 254,679 Stock-based compensation 344,511 451,709 390,983 Depreciation and amortization 169,044 134,634 52,722 Impairment of right of use assets 752 1,244 362 Other ( 25,331 ) ( 8,825 ) ( 73,154 ) Change in operating assets and liabilities: Purchases and origination of loans held for sale ( 4,212,299 ) ( 6,009,361 ) ( 5,552,662 ) Proceeds from the sale of loans held for sale 4,211,687 6,174,447 5,582,035 Accounts receivable, net ( 167,757 ) ( 67,690 ) ( 62,700 ) Other assets 31,228 ( 14,466 ) ( 15,021 ) Accounts payable 12,417 ( 5,038 ) ( 24,686 ) Payable to third-party loan buyers 105,791 ( 17,531 ) 21,304 Accrued interest payable 11,138 7,915 3,907 Accrued expenses and other liabilities ( 55,169 ) ( 38,165 ) 67,290 Net cash provided by (used in) operating activities 450,138 12,181 ( 162,194 ) Cash flows from investing activities Purchases and origination of loans held for investment ( 21,488,547 ) ( 13,586,251 ) ( 10,362,048 ) Proceeds from the sale of loans held for investment 6,058,799 1,582,501 1,898,607 Principal repayments and other loan servicing activity 14,147,034 10,028,452 8,121,583 Acquisition, net of cash and restricted cash acquired — ( 16,051 ) ( 5,999 ) Purchases of intangible assets — — ( 25,415 ) Additions to property, equipment and software ( 159,296 ) ( 120,775 ) ( 86,290 ) Purchases of securities available for sale ( 986,071 ) ( 1,082,147 ) ( 1,841,380 ) Proceeds from maturities and repayments of securities available for sale 1,136,937 1,537,495 311,035 Other investing cash inflows/(outflows) ( 34,005 ) 3,706 ( 21,431 ) Net cash used in investing activities ( 1,325,149 ) ( 1,653,070 ) ( 2,011,338 ) Cash flows from financing activities Proceeds from funding debt 12,639,444 6,894,971 4,101,134 Proceeds from issuance of convertible debt, net — — 1,704,300 Proceeds from issuance of notes and certificates by securitization trust 2,350,000 1,150,000 999,394 Principal repayments of funding debt ( 12,552,937 ) ( 5,801,531 ) ( 4,090,562 ) Principal repayments of notes issued by securitization trust ( 1,276,451 ) ( 606,299 ) ( 552,046 ) Payment of debt issuance costs ( 27,302 ) ( 22,443 ) ( 13,751 ) Extinguishment of convertible debt ( 63,561 ) ( 206,567 ) — Proceeds from exercise of common stock options and warrants and contributions to ESPP 33,125 15,768 73,914 Payments of tax withholding for stock-based compensation ( 189,169 ) ( 73,845 ) ( 185,178 ) Repurchases of common stock — ( 109 ) ( 86 ) Net cash provided by financing activities 913,149 1,349,945 2,037,119 Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 2,683 ) 81 ( 5,412 ) Net increase (decrease) in cash, cash equivalents and restricted cash 35,455 ( 290,863 ) ( 141,825 ) Cash, cash equivalents and restricted cash, beginning of period 1,259,944 1,550,807 1,692,632 Cash, cash equivalents and restricted cash, end of period $ 1,295,399 $ 1,259,944 $ 1,550,807 The accompanying notes are an integral part of these consolidated financial statements. 89 Table of Contents AFFIRM HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS, CONT. (in thousands) Year ended June 30, 2024 2023 2022 Reconciliation to amounts on consolidated balance sheets (as of period end) Cash and cash equivalents 1,013,106 892,027 1,255,171 Restricted cash 282,293 367,917 295,636 Total cash, cash equivalents and restricted cash $ 1,295,399 $ 1,259,944 $ 1,550,807 Year ended June 30, 2024 2023 2022 Supplemental disclosures of cash flow information Cash payments for interest expense $ 318,235 $ 163,191 $ 51,524 Cash paid for operating leases 16,037 16,354 15,561 Cash paid for income taxes 1,187 808 220 Supplemental disclosures of non-cash investing and financing activities Stock-based compensation included in capitalized internal-use software $ 126,510 $ 80,108 $ 54,542 Issuance of common stock in connection with settlement of contingent consideration liability — 13,674 32,109 Securities retained under unconsolidated securitization transactions 58,507 — 54,997 Issuance of common stock in connection with acquisition — — 10,000 Right of use assets obtained in exchange for operating lease liabilities — 494 4,604 Additions to property and equipment included in accrued expenses — — 107 The accompanying notes are an integral part of these consolidated financial statements. 90 Table of Contents AFFIRM HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. Business Description Affirm Holdings, Inc. (“Affirm,” the “Company,” “we,” “us,” or “our”), headquartered in San Francisco, California, provides consumers with a simpler, more transparent, and flexible alternative to traditional payment options. Our mission is to deliver honest financial products that improve lives. Through our next-generation commerce platform, agreements with originating banks, and capital markets partners, we enable consumers to confidently pay for a purchase over time. When a consumer applies for a loan through our platform, the loan is underwritten using our proprietary risk model, and once approved, the consumer selects their preferred repayment option. Loans are directly originated or funded and issued by our originating bank partners. Merchants partner with us to transform the consumer shopping experience and to acquire and convert consumers more effectively through our frictionless point-of-sale payment solutions. Consumers get the flexibility to buy now and make simple regular payments for their purchases and merchants see increased average order value, repeat purchase rates, and an overall more satisfied consumer base. Unlike legacy payment options and our competitors’ product offerings, which charge deferred or compounding interest and unexpected costs, we disclose up-front to consumers exactly what they will owe — no hidden fees, no deferred interest, no penalties. 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), as contained in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). Our financial statements have been prepared on a consolidated basis. Under this basis of presentation, our financial statements consolidate all wholly owned subsidiaries and variable interest entities (“VIEs”), in which we have a controlling financial interest. These include various business trust entities and limited partnerships established to enter into warehouse credit agreements with certain lenders for funding debt facilities and certain asset-backed securitization transactions. All intercompany accounts and transactions have been eliminated in consolidation. Our VIE variable interests arise from contractual, ownership, or other monetary interests in the entity, which changes with fluctuations in the fair value of the entity’s net assets. We consolidate a VIE when we are deemed to be the primary beneficiary. We assess whether or not we are the primary beneficiary of a VIE on an ongoing basis. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires the use of estimates, judgments and assumptions that affect the reported amounts in the consolidated financial statements and the accompanying notes. Material estimates that are particularly susceptible to significant change relate to determination of the allowance for credit losses, capitalized internal-use software development costs, valuation allowance for deferred tax assets, loss on loan purchase commitment, discount on self-originated loans, the evaluation for impairment of intangible assets and goodwill, the fair value of available for sale debt securities including retained interests in our securitization trusts, the fair value of risk sharing arrangements, and stock-based compensation, including the fair value of warrants issued to nonemployees. We base our estimates on historical experience, current events, and other factors we believe to be reasonable under the circumstances. To the extent that there are material differences between these estimates and actual results, our financial condition or operating results will be materially affected. 91 Table of Contents These estimates are based on information available as of the date of the consolidated financial statements; therefore, actual results could differ materially from those estimates. Segment Reporting We conduct our operations through a single operating segment and, therefore, one reportable segment. Operating segments are components of a company for which separate financial information is internally produced for regular use by the Chief Operating Decision Maker (“CODM”) to allocate resources and assess the performance of the business. Our CODM, the Chief Executive Officer of Affirm Holdings, Inc., uses a variety of measures to assess the performance of the business; however, detailed profitability information that could be used to allocate resources and assess the performance of the business is managed and reviewed for the consolidated company as a whole. Business Combination We use the acquisition method of accounting for business combination transactions, and, accordingly, recognize the fair values of assets acquired and liabilities assumed in our consolidated financial statements. Transaction costs related to the acquisition of the acquired company are expensed as incurred. The allocation of fair values may be subject to adjustment after the initial allocation for up to a one-year period as more information becomes available relative to the fair values as of the acquisition date. The consolidated financial statements include the results of operations of any acquired company since the acquisition date. Cash and Cash Equivalents Cash and cash equivalents consist of checking, money market and savings accounts held at financial institutions and short term highly liquid marketable securities, including money market funds, government and agency securities, and other corporate securities purchased with an original maturity of three months or less. Restricted Cash Restricted cash consists primarily of: (i) deposits restricted by standby letters of credit for office leases; (ii) funds held in accounts as collateral for our originating bank partners; (iii) servicing funds held in accounts contractually restricted by agreements with warehouse credit facilities, securitization trusts, and third-party loan owners; and (iv) pledged cash collateral requirements for certain derivative agreements. Our ability to withdraw funds is restricted by contractual provisions under the applicable agreements. Securities Available for Sale We hold certain investments in marketable debt securities and retained interests in our unconsolidated securitization trusts which are accounted for under ASC Topic 320, “Investments - Debt Securities” (“ASC 320”). We have classified these investments as available for sale, as defined within ASC 320. These investments are held at fair value with changes in fair value recorded in unrealized gain (loss) on securities available for sale, net within other comprehensive income (loss) , excluding the portion relating to any credit loss. As of the end of each reporting period, management reviews each security where the fair value is less than the amortized cost to determine whether any portion of the decline in fair value is due to a credit loss and/or whether or not we intend to sell or will be required to sell such security before recovery of its amortized cost basis. The portion of any decline in fair value which management identifies as a credit loss will be recognized as an allowance for credit losses through other income (expense), net . To the extent management intends to sell or may be required to sell a security in an unrealized loss position, we 1) reverse any previously recorded allowance for credit losses with an offsetting entry to reduce the amortized cost basis of the security and 2) write-off any remaining portion of the amortized cost basis to equal its fair value, with this change recorded through other income (expense), net . Interest income for available for sale securities is recorded within other income (expense), net . 92 Table of Contents Available for sale securities initially purchased with less than 90 days until maturity with quoted transaction prices in an active market are classified as cash and cash equivalents. With respect to retained interests in our securitization trusts, we apply the guidance in ASC Topic 325, “Investments - Other” (“ASC 325”) relating to beneficial interests. Accordingly, we recognize interest income each period based on the effective interest rate calculated using expected cash flows. Changes in the timing of expected cash flows are accounted for prospectively through an adjustment to interest income. When fair value is below amortized cost, we record an allowance for credit losses measured based on the difference between amortized cost and projected cash flows discounted at the effective interest rate. The allowance for credit losses is capped at the difference between amortized cost and fair value. Loans Held for Investment We either originate loans directly or purchase our loans from our originating bank partners pursuant to the terms outlined in the respective executed loan sale program agreements between us and our bank partners. Loan receivables that we have the intent and ability to hold for the foreseeable future or until maturity or payoff are classified as held for investment and are reported at amortized cost, which includes unpaid principal balances, any related premiums including fees paid to our originating bank partners and discounts due to loss on loan purchase commitment for loans with a fair value below the purchase price, where applicable, adjusted for any charge-offs. The amortized cost is adjusted for the allowance for credit losses within loans held for investment, net. Loans Held for Sale We sell certain loans to third-party loan buyers and securitization trusts. A loan is classified as held for sale when the loan is identified as for sale to a third party loan buyer or to be sold to a securitization trust that is anticipated to be off balance sheet. Loans classified as held for sale are recorded at the lower of amortized cost or fair value. A loan that is initially designated as held for sale or held for investment may be reclassified when our intent for that loan changes. When a loan held for investment is reclassified to held for sale and reported at fair value, any allowance for the credit loss related to that loan is released and any fair value adjustment to record the loan at the lower of amortized cost or fair value is recorded. Our loans designated as held for sale are generally sold within one to three days of the balance sheet date. Fair value adjustments were not material for loans designated as held for sale as of June 30, 2024 and June 30, 2023. Transfers of Financial Assets We account for loan sales in accordance with ASC 860, “Transfers and Servicing” (“ASC 860”) which states that a transfer of financial assets, a group of financial assets, or a participating interest in a financial asset is accounted for as a sale if all of the following conditions are met: a. The financial assets are isolated from the transferor and its consolidated affiliates as well as its creditors; b. The transferee or beneficial interest holders have the right to pledge or exchange the transferred financial assets; and c. The transferor does not maintain effective control of the transferred assets. When the requirements for sale accounting are met, we record the gain or loss on the sale of a loan at the sale date in an amount equal to the proceeds received less the carrying value of the loan, adjusted for initial recognition of assets obtained and liabilities incurred at the date of sale. Upon the sale of a loan to a third-party loan buyer or unconsolidated securitization trust in which we retain servicing rights, we may recognize a servicing asset or liability. A servicing asset or liability arises when our contractual servicing fee with a counterparty differs from the adequate compensation rate that would be required by a third party to service the same portfolio of assets, as defined by ASC 860. Servicing assets and liabilities are measured and recorded at fair value and are presented as a component of other assets or accrued expenses and other 93 Table of Contents liabilities, respectively. The recognition of a servicing asset results in a corresponding increase to gain on sales of loans. The recognition of a servicing liability results in a corresponding decrease to gain on sales of loans. The servicing rights are remeasured at fair value each period, with the subsequent adjustment recognized in servicing income . In connection with the sale of a loan to a third-party loan buyer or unconsolidated securitization trust we may also recognize a recourse liability in accordance with ASC 460, “Guarantees” (“ASC 460”) as in certain circumstances we may become required to re-purchase loans from third-party investors due to breaches in representations and warranties. The recognition of a recourse liability results in a corresponding decrease to gain on sales of loans. The recourse liability is amortized over the loan term and remeasured each period based on the outstanding loan balance and changes in our expectation of future repurchase obligations. Subsequent remeasurement of the recourse liability is recognized in other income (expense), net on the consolidated statement of operations and comprehensive loss. In addition, we may recognize a risk share asset or liability in accordance with ASC 860 in certain arrangements with a third-party loan buyer to make a payment to the loan buyer or are entitled to receive a payment from the loan buyer, depending on the actual versus expected loan performance as contractually agreed to with the counterparty, and subject to a cap based on a percentage of the principal balance of loans sold. The recognition of a risk share asset results in a corresponding increase to gain on sale of loans. The recognition of a risk share liability results in a corresponding decrease to gain on sales of loans. The risk share asset and liability are measured at fair value in accordance with ASC 820, “Fair Value Measurements and Disclosures” and remeasured each period based on the changes in inputs and assumptions for our expectation of future obligations. Subsequent remeasurement of the risk share asset and liability is recognized in gain on sale of loans on the consolidated statement of operations and comprehensive loss. Allowance for Credit Losses on Loans Held for Investment The allowance for credit losses on loans held for investment is determined based on management’s current estimate of expected credit losses over the remaining contractual term, historical credit losses, consumer payment trends, estimates of recoveries, and future expectations on individual loans as of each balance sheet date. We immediately recognize an allowance for expected credit losses upon the origination of a loan. Adjustments to the allowance each period for changes in our estimate of lifetime expected credit losses are recognized in earnings through the provision for credit losses presented on our consolidated statements of operations and comprehensive loss. We have made an accounting policy election to not measure an allowance for credit losses for accrued interest receivables. Previously recognized interest receivable from charged-off loans that is accrued but not collected from the consumer is reversed. In estimating the allowance for credit losses, management utilizes a migration analysis of delinquent and current loan receivables. Migration analysis is a technique used to estimate the likelihood that a loan receivable will progress through various stages of delinquency and to charge-off. The analysis focuses on the pertinent factors underlying the quality of the loan portfolio. These factors include historical performance, the age of the receivable balance, seasonality, customer credit-worthiness, changes in the size and composition of the loan portfolio, delinquency levels, bankruptcy filings and actual credit loss experience. We also take into consideration certain qualitative factors where we adjust our quantitative baseline using our best judgment to consider the inherent uncertainty regarding future economic conditions and consumer loan performance. For example, the Company considers the impact of current economic factors at the reporting date that did not exist over the period from which historical experience was used. As of June 30, 2024, we have considered the impact of Federal Reserve monetary policy, labor market trends and inflation. When available information confirms that specific loans or portions thereof are uncollectible, identified amounts are charged against the allowance for credit losses. Loans are charged-off in accordance with our charge-off policy, as the contractual principal becomes 120 days past due or meets other charge-off policy requirements. Subsequent recoveries of the unpaid principal balance, if any, are credited to the allowance for credit losses. Refer to Note 4. Loans Held for Investment and Allowance for Credit Losses for more information. 94 Table of Contents Accounts Receivable, net Our accounts receivable consist primarily of amounts due from payment processors, merchant partners, affiliate network partners and servicing fees due from third-party loan owners. For each of these groups, we evaluate accounts receivable to determine management’s current estimate of expected credit losses based on historical experience and future expectations and record an allowance for credit losses. Our allowance for credit losses with respect to accounts receivable was $ 14.9 million and $ 12.9 million as of June 30, 2024 and June 30, 2023, respectively. Property, Equipment and Software, net Property, equipment and software consist of computer and office equipment, capitalized internal-use developed software and website development costs and leasehold improvements. Property, equipment and software is stated at cost less accumulated depreciation and amortization. Depreciation and amortization expenses are recognized using the straight-line method over the estimated useful lives of the assets, which range from three to seven years . Leasehold improvements are depreciated over the shorter of the improvement’s estimated useful life or the remaining lease term. We capitalize costs to develop internally developed software when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software or website will function and be used as intended. Capitalized internal-use software costs primarily include salaries and payroll-related costs for employees directly involved in the development efforts and fees paid to external consultants. Such costs are amortized on a straight-line basis over the estimated useful life of the related asset, which range from three to five years . Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. Costs incurred for enhancements that are expected to result in additional functionality are capitalized and expensed over the estimated useful life of the upgrades. Capitalized internally developed software costs are included in property, equipment and software, and amortization expense is included in technology and data analytics expense in the consolidated statements of operations and comprehensive loss. Property, equipment and software is tested for impairment when there is an indication that the carrying value of the asset group it belongs to may not be recoverable. This would occur if the undiscounted cash flows estimated to be generated by an asset group are less than its carrying value. When an asset group is determined not to be recoverable, the impairment is measured based on the excess, if any, of the carrying value of the asset group over its respective fair value and recorded in the period the determination is made. Goodwill and Intangible Assets We recognize the excess of the purchase price over the fair value of identifiable net assets acquired at the acquisition date as goodwill. Goodwill is not amortized but is reviewed for impairment annually and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. We first perform a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. If the fair value of the reporting unit is greater than the reporting unit’s carrying value, then the carrying value of the reporting unit is deemed to be recoverable. If the carrying value of the reporting unit is greater than the reporting unit’s fair value, goodwill is impaired and written down to the reporting unit’s fair value. Identifiable intangible assets include developed technology, merchant relationships, assembled workforce, and trade names resulting from acquisitions, including asset acquisitions. Acquired intangible assets are recorded at fair value on the date of acquisition and amortized over their estimated economic lives on a straight-line basis. Acquired intangible assets are presented net of accumulated amortization on the consolidated balance sheets. We review the carrying amounts of intangible assets for impairment at the asset group level whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable. We measure the 95 Table of Contents recoverability of the asset group by comparing its carrying amount to the future undiscounted cash flows we expect the asset group to generate. If we consider the asset group to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset group exceeds its fair value. In addition, we periodically evaluate the estimated remaining useful lives of long-lived intangible assets to determine whether events or changes in circumstances warrant a revision to the remaining period of depreciation or amortization. Leases We determine whether an arrangement is a lease for accounting purposes at contract inception. For operating leases, we record a right-of-use asset (“ROU”) within other assets in our consolidated balance sheets, which represents our right to use an underlying asset for the lease term. A corresponding lease liability, which represents our obligation to make lease payments arising from the lease, is recorded in accrued expenses and other liabilities in our consolidated balance sheets. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. To discount the lease payments, we use an incremental borrowing rate derived from a corporate yield curve corresponding with the lease term using information available on the commencement date. We have the option to renew or extend our leases. We include these periods in the lease term when a decision has been made to exercise the option. Lease expense for operating leases is recognized on a straight-line basis over the lease term. We have elected the practical expedient allowing the combination of lease and non-lease components by class of underlying asset. We have also elected the short-term lease exception and will not recognize right-of-use assets or lease liabilities for qualifying leases with a term of less than 12 months from lease commencement. Non-marketable Equity Securities Non-marketable equity securities which do not have a readily determinable fair value are measured at cost less impairment, if any, and adjusted for changes resulting from observable price changes in orderly transactions for an identical or similar investment in the same issuer (the “measurement alternative”). Gains and losses on the investment due to impairment or observable price changes in orderly transaction for an identical or similar investment of the same issuer, if any, are recognized in other (expense) income, net on our consolidated statements of operations and comprehensive loss and a new carrying value is established for the investment upon such recognition. Funding Debt and Debt Issuance Costs To finance loans we originate directly or that we purchase from our originating bank partners, we borrow from various lenders through collateralized funding arrangements, which include our warehouse credit facilities secured by pledged loans and sale and repurchase agreements secured by pledging certain retained interests in our off balance sheet securitizations. These borrowings are carried at amortized cost. Costs incurred in connection with borrowings, such as banker fees, commitment fees and legal fees, are classified as deferred debt issuance costs. We defer these costs and amortize them on a straight-line basis over the expected term of the debt. Interest payments and amortization of debt issuance costs incurred on funding debt is presented as funding costs in the consolidated statements of operations and comprehensive loss. Unamortized debt issuance costs are presented as a reduction of the associated debt. Notes Issued by Securitization Trusts In connection with our asset-backed securitization program, we sponsor and establish trusts (deemed to be VIEs) to ultimately purchase loans facilitated by our platform. Where we consolidate the securitization trusts, the loans held in the securitization trusts are included in loans held for investment, and the notes sold to third-party investors are recorded in notes issued by securitization trusts in the consolidated balance sheets. We defer and 96 Table of Contents amortize note issuance costs, including banker fees, legal fees and other professional service fees, for consolidated securitization trusts on a straight-line basis over the expected life of the notes. Interest payments and amortization of note issuance costs incurred is presented as funding costs in the consolidated statements of operations and comprehensive loss. Unamortized note issuance costs are presented as a reduction of the associated notes. Income Taxes Income taxes are accounted for using the asset and liability method, which requires recognition of deferred tax assets and liabilities for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates and laws that are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized as an income tax expense (benefit) in the period that includes the enactment date. Valuation allowances are provided when necessary to reduce deferred tax assets to the amounts that are more likely than not expected to be realized based on the weighting of positive and negative evidence. Future realization of deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character within the carryback or carryforward periods available under the applicable tax law. We regularly review the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences, and tax planning strategies; however, in evaluating the positive evidence available, expectations of future taxable income and projections for growth are usually not sufficient to overcome the negative evidence of the presence of a three-year cumulative loss. Should there be a change in the ability to recover deferred tax assets, our income tax provision would increase or decrease in the period in which the assessment is changed. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex federal, state, and foreign tax laws and regulations, and positions taken in our tax returns may be subject to challenge by the taxing authorities upon examination. In accordance with applicable accounting guidance, uncertain tax positions are recognized in the financial statements only when it is more likely than not that the positions will be sustained upon examination by the tax authorities, assuming full knowledge of the position and all relevant facts. Interest and penalties, if any, on income tax uncertainties are classified within income tax expense in the income statement. Fair Value of Assets and Liabilities ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), defines fair value, establishes a framework for measuring fair value under U.S. GAAP, and requires certain disclosures about fair value measurements. In general, fair values of financial instruments are based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that use, as inputs, observable market-based parameters to the greatest extent possible. Additionally, ASC 820 establishes a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following three levels: • Level 1: Inputs to the valuation methodology are quoted prices, unadjusted, for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available. • Level 2: Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets; inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs to the valuation methodology that are derived principally from or can be corroborated by observable market data by correlation or other means. 97 Table of Contents • Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Level 3 assets and liabilities include financial instruments whose value is determined using discounted cash flow methodologies, as well as instruments for which the determination of fair value requires significant management judgment or estimation. Revenue Recognition Our revenue consists of five components: merchant network revenue, card network revenue, interest income, gain on sale of loans and servicing income. Refer to Note 3. Revenue for additional information. Loss on Loan Purchase Commitment We purchase certain loans from our originating bank partners that are processed through our platform that our originating bank partner puts back to us. Under the terms of the agreements with our originating bank partners, we are generally required to pay the principal amount plus accrued interest for such loans and fees. In certain instances, our originating bank partners may originate loans with zero or below market interest rates that we are required to purchase. In these instances, we may be required to purchase the loan for a price in excess of the fair market value of such loans, which results in a loss. These losses are recognized as loss on loan purchase commitment in our consolidated statements of operations and comprehensive loss. These costs are incurred on a per loan basis. Due to the nature of this arrangement with our originating bank partners, we recognize a net liability for this commitment when the merchant confirms the transaction. This liability is recorded at fair value, which is determined by the difference between the estimated fair value of the loan and the anticipated purchase price. Upon purchase, the liability is included in the amortized cost basis of the purchased loan as a discount, which is amortized into interest income over the life of the loan. Customer Referral Partners From time to time, we make payments to customer referral partners providing lead generation services for each transaction processed through our technology platform. We first evaluate whether the customer referral partner is a customer or a vendor. We consider customer referral partners as customers if we determine they are the principal to eligible merchants in providing the facilitation of credit service. We consider customer referral partners as vendors if we determine that we are the principal to eligible merchants in providing the facilitation of credit service. Payments made to customer referral partners that are considered to be our customer are recorded as a reduction of revenue, and payments made to customer referral partners that are not considered to be our customers are recorded in processing and servicing expense, respectively, over the associated period of benefit within our consolidated statements of operations and comprehensive loss. Sales and Marketing Costs Sales and marketing costs include the expense related to warrants and other share-based payments granted to our enterprise partners. See Note 6. Balance Sheet Components for more information on these arrangements. Sales and marketing costs also include salaries and personnel-related costs, costs of marketing and promotional activities, and certain losses on loan origination for loans originated by our wholly-owned subsidiaries. A portion of these costs related to general marketing and promotional activities are considered advertising costs within the meaning of ASC Topic 720, “Other Expenses” (“ASC 720”), and are expensed as incurred. Advertising costs totaled $ 19.2 million, $ 22.6 million and $ 74.0 million for the years ended June 30, 2024, 2023, and 2022, respectively. Derivative Instruments We use derivative financial instruments (“derivatives”) to manage exposure to variable interest rates. Our primary objective in holding derivatives is to reduce the volatility in cash flows associated with our funding activities arising from changes in interest rates. We do not employ derivatives for trading or speculative purposes. 98 Table of Contents We use a combination of interest rate cap agreements and interest rate swaps to manage interest costs and the risk associated with variable interest rates. ASC Topic 815 “Derivatives and Hedging” (“ASC 815”) requires that an entity recognize all derivative instruments as either assets or liabilities in the statement of financial position at fair value. In accordance with ASC 815, we designate certain derivative instruments as cash flow hedges, while others are not designated as hedges. Certain of our derivative agreements provide for netting arrangements for contracts that settle with the same counterparty, however, we do not offset assets and liabilities under these arrangements for financial statement presentation purposes. As such, the fair values are presented gross within other assets and accrued expenses and other liabilities . Offsetting collateral received by or paid to the counterparty is presented gross within accrued expenses and other liabilities or other assets, as applicable, on the consolidated balance sheet. Cash flows associated with our derivative instruments are reported within cash flows from operating activities in the consolidated statements of cash flows. Cash Flow Hedges We have interest rate swaps designated as cash flow hedges in order to mitigate our exposure to changes in interest rates related to our funding activities. Swaps that qualify as cash flow hedges are documented and designated as such when we enter into the contracts. In accordance with our risk management policies, we structure our hedges with terms similar to that of the item being hedged. At inception of the hedge accounting relationship and on a quarterly basis, we formally assess whether derivatives designated as cash flow hedges are highly effective in offsetting changes to the forecasted cash flows of the hedged items. If the cash flow hedges are deemed to be highly effective, the gain or loss on the cash flow hedges are recorded in other comprehensive income (loss) (“OCI”) and reclassified into earnings when the hedged cash flows are recognized in funding costs within the consolidated statements of operations and comprehensive income. The amount that is reclassified into earnings is presented in the consolidated statements of operations and comprehensive loss within funding costs, the same line item in which the hedged transaction is recognized. Derivatives Not Designated as Hedges We have interest rate caps and interest rate swaps that are not designated as hedging instruments. We enter into these contracts to manage interest rate risk. Any changes in the fair value of these financial instruments are reflected in other (expense) income, net, on the consolidated statements of operations and comprehensive loss. See Note 12. Derivative Financial Instruments for additional information on our derivative assets and liabilities. Stock-Based Compensation We account for stock-based compensation expense in accordance with the fair value recognition and measurement provisions of U.S. GAAP, which requires compensation cost for the grant date fair value of stock-based awards to be recognized over the requisite service period. We have elected to estimate the expected forfeiture rate for service-based awards and only recognize expense for those stock-based awards expected to vest. We estimate the forfeiture rate based on our historical experience with stock-based awards that are granted and forfeited prior to vesting. The fair value of stock-based awards, granted or modified, is determined on the grant date (or the modification date, if applicable) at fair value, using appropriate valuation techniques. Service-Based Awards We record stock-based compensation expense for service-based stock options and restricted stock units (“RSUs”) on a straight-line basis over the requisite service period, which is generally one to four years . The fair value of each RSU is equal to the closing stock price on the date of grant. The fair value of each option on the date 99 Table of Contents of grant is determined using the Black Scholes-Merton option pricing model using the single-option award approach. We estimate volatility using a weighted average of our historical volatility and the historical volatility of selected comparable publicly-traded companies due to the limited time period of historical market data for our common stock. The risk-free interest rate is determined using a U.S. Treasury rate for the period that coincides with the expected term of the award. We use the simplified method to determine an estimate of the expected term of an employee stock option. We account for stock-based awards to non-employees, including consultants, in accordance with ASC Topic 718, “Compensation — Stock Compensation” (“ASC 718”), in which equity-classified awards are measured at the grant date fair value and recognized as expense in the period and manner as though we had paid cash in exchange for goods or services instead of granting a stock-based award. Performance-Based Awards Prior to the IPO, we granted RSUs that were subject to two vesting conditions: a service-based vesting condition (i.e., employment over a period of time) and a performance-based vesting condition (i.e., a liquidity event in the form of either certain change in control transactions or an initial public offering). The performance-based condition was met upon the IPO. We record stock-based compensation expense for these awards on an accelerated attribution method over the requisite service period, which is generally four years . Upon exercise or vesting of a stock-based award, the tax effect of the difference, if any, between the cumulative compensation cost recognized for financial statement purposes and the deduction for income tax purposes, will be recognized as an income tax expense or benefit in the consolidated statement of operations and comprehensive loss. Market-Based Awards We have granted stock option awards with service-based, performance-based, and market-based vesting conditions. We determined the grant date fair value of these awards by utilizing a Monte Carlo simulation model that incorporates the probability of achievement of the market-based conditions. The Monte Carlo simulation also incorporates assumptions including expected stock price volatility, expected term, and risk-free interest rates. We estimated the volatility of common stock on the date of grant based on the weighted-average historical stock price volatility of comparable publicly-traded companies in our industry group. We estimated the expected term of the award based on various exercise scenarios. The risk-free interest rate was determined using a U.S. Treasury rate for the period that coincides with the expected term of the award. We record stock-based compensation expense for market-based equity awards on an accelerated attribution method over the requisite service period, and only if performance-based conditions are considered probable of being satisfied. Foreign Currency We have wholly-owned foreign subsidiaries that use the local currency of their respective country as their functional currency. Assets and liabilities of these subsidiaries are translated into U.S. dollars at exchange rates prevailing at the balance sheet dates. Revenue, expenses, and gains or losses of these subsidiaries are translated into U.S. dollars using average exchange rates for each period. Gains and losses resulting from these translations are recorded as a component of accumulated other comprehensive income (loss) (“AOCI”). Gains and losses from the remeasurement of foreign currency transactions into the functional currency are recognized as other income (expense), net, in our consolidated statements of operations and comprehensive loss. Basic and Diluted Net Loss per Common Share We calculate net income or loss per share using the two-class method. The two-class method requires income available to common stockholders for the period to be allocated between each class of common stock and 100 Table of Contents participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Our participating securities include common stock issued upon the early exercise of stock options and convertible senior notes. We consider any shares issued upon early exercise of stock options, subject to repurchase, to be participating securities because holders of such shares have non-forfeitable dividend rights in the event a cash dividend is declared on our common stock. These participating securities do not contractually require the holders of such shares to participate in our losses. As such, net losses for the years presented were not allocated to our participating securities. We calculate basic net loss per share attributable to common stockholders for Class A and Class B common stock by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding in each class for the period. We calculate diluted net loss per share attributable to common stockholders by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding in each class, after giving consideration to the dilutive effect of our stock options, restricted stock units, employee stock purchase plan shares, convertible debt and common stock warrants that are outstanding during the period. We have generated a net loss in all periods presented, and therefore, the basic and diluted net loss per share attributable to common stockholders are the same as the inclusion of the potentially dilutive securities would be anti-dilutive. Recent Accounting Pronouncements Not Yet Adopted Segment Reporting In November 2023, the FASB issued ASU 2023-07, “ Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”. The new guidance modifies the existing annual and interim segment reporting disclosures. The purpose of the update is to enable investors to better understand an entity’s overall performance and assess potential future cash flows, primarily through enhanced disclosure requirements on significant segment expenses. The ASU is effective for annual reporting periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, and should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is permitted. We are in the process of evaluating the impact of adopting this accounting standard update on our consolidated financial statements and disclosures. Income Taxes In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The new guidance is expected to increase transparency and usefulness of income tax disclosures through improvements to the rate reconciliation, income taxes paid, and other disclosure requirements. The ASU is effective for fiscal years beginning after December 15, 2024 and should be applied on a prospective basis, although retrospective application is permitted. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. We are in the process of evaluating the impact of adopting this accounting standard update on our consolidated financial statements and disclosures. 101 Table of Contents 3. Revenue The following table presents our revenue disaggregated by revenue source (in thousands): Year ended June 30, 2024 2023 2022 Merchant network revenue $ 674,607 507,600 458,511 Card network revenue 151,401 119,338 100,696 Interest income 1,204,355 685,217 527,880 Gain on sales of loans 197,153 188,341 196,435 Servicing income 95,483 87,489 65,770 Total revenue, net $ 2,322,999 $ 1,587,985 $ 1,349,292 Merchant Network Revenue — Revenue from Contracts with Customers Merchant network revenue primarily consists of merchant fees. Merchant partners (or integrated merchants) are generally charged a fee based on GMV processed through the Affirm platform. The fees vary depending on the individual arrangement between us and each merchant and on the terms of the product offering. The fee is recognized at the point in time the merchant successfully confirms the transaction, which is when the terms of the executed merchant agreement are fulfilled. Our contracts with merchants are defined at the transaction level and do not extend beyond the service already provided (i.e., each transaction represents a separate contract). The fees collected from merchants for each transaction are determined as a percentage of the value of the goods purchased by the consumer from merchants and consider a number of factors including the end consumer’s credit risk and financing term. We do not have any capitalized contract costs, and do not carry any material contract balances. Our service comprises a single performance obligation to merchants to facilitate transactions with consumers. From time to time, we offer merchants incentives to promote our platform to their customers, such as fee reductions or rebates. These amounts are recorded as a reduction to merchant network revenue. We may originate certain loans via our wholly-owned subsidiaries, with zero or below market interest rates. In these instances, the par value of the loans originated is in excess of the fair market value of such loans, resulting in a loss on loan origination, which we record as a reduction to merchant network revenue. In certain cases, the losses incurred on loans originated for a merchant may exceed the total merchant network revenue earned on those loans. We record the excess loss amounts as a sales and marketing expense. A portion of merchant network revenue relates to affiliate network revenue, which is generated when a user makes a purchase on a merchant’s website after being directed from an advertisement on Affirm’s website or mobile application. We earn a fixed placement fee and/or commission as a percentage of the associated sale. Revenue is recognized at the point in time when the performance obligation has been fulfilled, which is when the sale occurs. For the years ended June 30, 2024, 2023, and 2022, there were no merchants that exceeded 10% of total revenue. Card Network Revenue — Revenue from Contracts with Customers We have agreements with card-issuing partners to facilitate the issuance of physical and virtual debit cards to be used by consumers at checkout. Prior to purchase, consumers can apply at Affirm.com or via the Affirm app and, upon approval, use a physical or virtual card to complete their purchase online or in-store. The card is funded at the time a transaction is authorized using cash held by the card-issuing partner in a reserve fund. Eligible consumers 102 Table of Contents can also use the Affirm Card, a debit card issued by a card-issuing partner to pay in full, via their linked bank account, or pay later, by using a unique post-purchase feature that allows them to instantly convert any eligible debit transaction into an installment loan. Where applicable, our originating bank partner, or wholly-owned subsidiaries, then originates a loan to the consumer after the transaction is confirmed by the merchant. The merchant is charged interchange fees for each successful debit card transaction, and a portion of this revenue is shared with us by our card-issuing partners. Merchants may also elect to utilize our agreement with card-issuing partners as a means of integrating Affirm services. Similarly, for these arrangements with integrated merchants, the merchant is charged interchange fees for each successful debit card transaction and a portion of this revenue is shared with us. From time to time, we offer certain integrated merchants promotional incentives to promote our platform to their customers, such as rebates of interchange fees incurred by the merchant. These amounts are recorded as a reduction of card network revenue. Our contracts with our card-issuing partners are defined at the transaction level and do not extend beyond the service already provided. The revenue collected from card-issuing partners for each transaction are determined as a percentage of the interchange fees charged on transactions facilitated on the payment processor network, and revenue is recognized at the point in time the transaction is completed successfully. The amounts collected are presented in revenue, net of associated transaction-related processing fees paid to our card-issuing partners. We have concluded that the revenue collected does not give rise to a future material right because the pricing of each transaction does not depend on the volume of prior successful transactions. We do not have any capitalized contract costs, and do not carry any material contract balances. Our service comprises a single performance obligation to the card-issuing partner to facilitate transactions with consumers. A portion of card network revenue relates to incentive payments from card network partners, which we are eligible to receive for reaching certain cumulative volume targets on program cards issued by the issuer processors. We earn incentive revenue as a percentage of each associated transaction and estimate the applicable percentage based on observed cumulative volume on program cards. Revenue is recognized at the point in time when the performance obligation has been fulfilled, which is when the transaction is completed successfully. Interest Income Interest income consisted of the following components (in thousands): Year ended June 30, 2024 2023 2022 Contractual interest income on unpaid principal balance $ 1,043,019 561,192 365,993 Amortization of discount on loans 204,654 158,703 185,050 Amortization of premiums on loans ( 16,945 ) ( 17,628 ) ( 13,085 ) Interest receivable charged-off, net of recoveries ( 26,373 ) ( 17,050 ) ( 10,078 ) Total interest income $ 1,204,355 $ 685,217 $ 527,880 We accrue interest income using the effective interest method, which includes the amortization of any discounts or premiums on loan receivables created upon the purchase of a loan from our originating bank partners or upon the origination of a loan. Interest income on a loan is accrued daily, based on the finance charge disclosed to the consumer, over the term of the loan based upon the principal outstanding. The accrual of interest on a loan is suspended if a formal dispute with the consumer involving either Affirm or the merchant of record is opened, or a loan is 120 days past due. Upon the resolution of a dispute with the consumer, the accrual of interest is resumed, and any interest that would have been earned during the disputed period is retroactively accrued. As of June 30, 2024, 2023, and 2022, the balance of loans held for investment on non-accrual status was $ 2.6 million, $ 1.8 million, and $ 1.7 million, respectively. 103 Table of Contents The account is charged-off in the period if the account becomes 120 days past due or meets other charge-off policy requirements. Past due status is based on the contractual terms of the loans. Previously recognized interest receivable from charged-off loans that is accrued but not collected from the consumer is reversed. Gain on Sales of Loans We sell certain loans we originate or purchase from our originating bank partners directly to third-party investors or to securitizations. We recognize a gain or loss on sale of loans sold to third parties or to unconsolidated securitizations. This is calculated as the difference between the proceeds received and the carrying value of the loan. This amount is adjusted for the initial recognition of any assets or liabilities incurred upon sale. These generally include a net servicing asset or liability in connection with our ongoing obligation to continue to service the loans. We also recognize a recourse liability based on our estimate of future losses in connection with our obligation to repurchase loans that do not meet certain contractual requirements and such information about the loan was unknown at the time of sale. Additionally, we recognize a risk sharing asset or liability in certain arrangements where payments are made or received based on the actual versus expected loan performance, as contractually agreed with the third party. Servicing Income Servicing income includes contractual fees specified in our servicing agreements with third-party loan owners and unconsolidated securitizations that are earned from providing professional services to manage loan portfolios on their behalf. The servicing fee is calculated on a daily basis by multiplying a set fee percentage (as outlined in the executed agreements with third-party loan owners) by the outstanding loan principal balance. Servicing income also includes fair value adjustments for servicing assets and servicing liabilities. 4. Loans Held for Investment and Allowance for Credit Losses Loans held for investment consisted of the following (in thousands): June 30, 2024 June 30, 2023 Unpaid principal balance $ 5,697,965 $ 4,451,324 Accrued interest receivable 62,796 41,079 Premiums on loans held for investment 7,822 7,135 Less: Discount due to loss on loan purchase commitment ( 63,682 ) ( 51,190 ) Less: Discount due to loss on directly originated loans ( 34,829 ) ( 45,145 ) Less: Fair value adjustment on loans acquired through business combination ( 16 ) ( 241 ) Total loans held for investment $ 5,670,056 $ 4,402,962 Loans held for investment includes loans originated through our originating bank partners and directly originated loans. The majority of the loans that are underwritten using our technology platform and originated by our originating bank partners are later purchased by us. We purchased loans from our originating bank partners in the amount of $ 21.5 billion, $ 16.2 billion, and $ 12.1 billion for the years ended June 30, 2024, 2023, and 2022, respectively. We directly originated $ 4.5 billion, $ 3.7 billion, and $ 3.3 billion of loans for the June 30, 2024, 2023, and 2022, respectively. Our portfolio consists of interest bearing and non-interest bearing consumer loans with original term lengths of up to sixty months originated in markets including the U.S. and Canada, with the majority of loans originated within the U.S. Given that our loan portfolio focuses on one product segment, unsecured consumer installment loans, we generally evaluate the entire portfolio as a single homogeneous loan portfolio considering factors such as country of origin, loan product, origination channel, merchant and various borrower characteristics, to predict future losses. 104 Table of Contents We closely monitor credit quality for our loan receivables to manage and evaluate our related exposure to credit risk. Credit risk management begins with initial underwriting, where loan applications are assessed against the credit underwriting policy and procedures for our directly originated loans and originating bank partner loans, and continues through to full repayment of a loan. To assess a consumer who requests a loan, we use, among other indicators, internally developed risk models using detailed information from external sources, such as credit bureaus where available, and internal historical experience, including the consumer’s prior repayment history on our platform as well as other measures. We combine these factors to establish a proprietary score as a credit quality indicator. Our proprietary score (“ITACs”) is assigned to most loans facilitated through our technology platform, ranging from zero to 100 , with 100 representing the highest credit quality and therefore the lowest likelihood of loss. The ITACs model analyzes the characteristics of a consumer's attributes that are shown to be predictive of both willingness and ability to repay including, but not limited to: basic features of a consumer's credit profile, a consumer's prior repayment performance with other creditors, current credit utilization, and legal and policy changes. When a consumer passes both fraud and credit policy checks, the application is assigned an ITACs score. ITACs is also used for portfolio performance monitoring. Our credit risk team closely tracks the distribution of ITACs at the portfolio level, as well as ITACs at the individual loan level to monitor for signs of a changing credit profile within the portfolio. Repayment performance within each ITACs band is also monitored to support both the integrity of the risk scoring models and to measure possible changes in consumer behavior amongst various credit tiers. The following table presents an analysis of the credit quality, by ITACs score, of the amortized cost basis excluding accrued interest receivable, by fiscal year of origination on loans held for investment and loans held for sale as of June 30, 2024 (in thousands): June 30, 2024 Amortized Costs Basis by Fiscal Year of Origination 2024 2023 2022 2021 2020 Prior Total 96+ $ 3,438,135 $ 183,210 $ 10,026 $ 186 $ 10 $ 5 $ 3,631,572 94 – 96 1,509,125 29,227 463 8 2 4 1,538,829 90 – 94 287,499 3,575 263 3 1 1 291,342 <90 45,009 46 309 2 1 — 45,367 No score (1) 20,680 66,680 12,391 217 94 124 100,186 Total amortized cost basis $ 5,300,448 $ 282,738 $ 23,452 $ 416 $ 108 $ 134 $ 5,607,296 (1) This balance represents loan receivables without sufficient data available for use by the Affirm scoring methodology including new markets and certain developing products. The following table presents net charge-offs by fiscal year of origination as of year ended June 30, 2024 (in thousands): Net Charge-offs by Fiscal Year of Origination 2024 2023 2022 2021 2020 Prior Total Current period charge-offs ( 142,915 ) ( 213,870 ) ( 7,729 ) ( 969 ) ( 121 ) ( 107 ) ( 365,711 ) Current period recoveries 6,215 15,515 7,724 1,075 73 94 30,696 Current period net charge-offs $ ( 136,700 ) $ ( 198,355 ) $ ( 5 ) $ 106 $ ( 48 ) $ ( 13 ) $ ( 335,015 ) 105 Table of Contents The following table presents an analysis of the credit quality, by ITACs score, of the amortized cost basis excluding accrued interest receivable, by fiscal year of origination on loans held for investment and loans held for sale as of June 30, 2023 (in thousands): June 30, 2023 Amortized Costs Basis by Fiscal Year of Origination 2023 2022 2021 2020 2019 Prior Total 96+ $ 2,628,060 $ 39,428 $ 18,910 $ 3,439 $ 9 $ 1 $ 2,689,847 94 – 96 1,104,553 7,755 439 77 6 2 1,112,832 90 – 94 133,940 3,116 26 2 4 — 137,088 <90 13,363 1,623 4 2 — — 14,992 No score (1) 335,690 59,204 11,562 489 252 9 407,206 Total amortized cost basis $ 4,215,606 $ 111,126 $ 30,941 $ 4,009 $ 271 $ 12 $ 4,361,965 (1) This balance represents loan receivables in markets without sufficient data currently available for use by the Affirm scoring methodology including loan receivables originated in Canada. Loan receivables are defined as past due if either the principal or interest have not been received within four calendars days of when they are due in accordance with the agreed upon contractual terms. The following table presents an aging analysis of the amortized cost basis excluding accrued interest receivable of loans held for investment and loans held for sale by delinquency status (in thousands): June 30, 2024 June 30, 2023 Non-delinquent loans $ 5,331,462 $ 4,183,248 4 – 29 calendar days past due 134,434 92,876 30 – 59 calendar days past due 55,021 36,399 60 – 89 calendar days past due 47,764 28,171 90 – 119 calendar days past due (1) 38,615 21,271 Total amortized cost basis $ 5,607,296 $ 4,361,965 (1) Includes $ 38.6 million and $ 20.9 million of loan receivables as of June 30, 2024 and June 30, 2023, respectively, that are 90 days or more past due, but are not on non-accrual status. We maintain an allowance for credit losses at a level sufficient to absorb expected credit losses based on evaluating known and inherent risks in our loan portfolio. The allowance for credit losses reflects our estimate of expected lifetime credit losses, which consider the remaining contractual term, historical credit losses, consumer payment trends, estimated recoveries, and future payment expectations as of each balance sheet date. Adjustments to the allowance for changes in our estimate of lifetime expected credit losses are recognized in earnings through the provision for credit losses presented on our consolidated statements of operations and comprehensive loss. When available information confirms that specific loans or portions thereof are uncollectible, identified amounts are charged off against the allowance for credit losses. Loans are charged off in accordance with our charge-off policy, as the contractual principal becomes 120 days past due. Subsequent recoveries of the unpaid principal balance, if any, are credited to the allowance for credit losses. 106 Table of Contents The following table details activity in the allowance for credit losses, including charge-offs, recoveries and provision for loan losses (in thousands): Year ended June 30, 2024 2023 2022 Balance at beginning of period $ 204,531 $ 155,392 $ 117,760 Provision for credit losses 439,581 318,188 240,804 Charge-offs ( 365,711 ) ( 300,058 ) ( 227,770 ) Recoveries of charged-off receivables 30,696 31,009 24,598 Balance at end of period $ 309,097 $ 204,531 $ 155,392 Loan Modifications for Borrowers Experiencing Financial Difficulty We have a loan modification program for borrowers experiencing financial difficulty if certain eligibility criteria are met. A loan is evaluated for modification program eligibility when a borrower self-reports financial hardship, either when a borrower contacts us directly or upon making contact with the borrower to determine eligibility when a loan payment is past due. The objectives of the loan modification program are to offer borrowers assistance during times of financial stress, increase collections, and minimize losses. We have two primary loan modification strategies: payment deferrals and loan re-amortization. A payment deferral provides the borrower relief by extending the due date for the next payment due. While a borrower may obtain more than one deferral, the total deferral period may not exceed three months . A loan re-amortization provides the borrower relief by lowering monthly payments through extending the term length of the loan; however, the total remaining term may not exceed twenty-four months . In addition, the total interest due from the consumer will not exceed the initial total interest due prior to modification, and a loan may not be re-amortized more than once. The following tables present the amortized cost basis of loans excluding accrued interest receivable that were modified for borrowers experiencing financial difficulty during the years ended June 30, 2024 and 2023, by type of modification (in thousands): Year ended June 30, 2024 2023 Payment Deferral $ 33,409 $ 6,503 Loan Re-amortization 931 94 Total $ 34,340 $ 6,597 % of Total Loan Receivables Outstanding 0.61 % 0.15 % With respect to borrowers who received payment deferrals during the years ended June 30, 2024 and 2023, the length of each deferral period was one month . With respect to borrowers who received a loan re-amortization during the years ended June 30, 2024 and 2023, the payment amount was reduced by half and the term of the loan was extended between one month and twelve months . During the modification process, the loans are made current, and payment schedules for these loans are updated according to the modified terms. We closely monitor the performance of loans that are modified for borrowers experiencing financial difficulty to understand the effectiveness of our modification efforts. We hold an allowance for credit losses for modified loans classified as held for investment. Our allowance estimate considers 107 Table of Contents whether a loan has been modified, the delinquency status of the loan on the date of modification, and the increased likelihood that such loan may become delinquent or charge-off in the future. The following table presents the delinquency status as of June 30, 2024 and June 30, 2023, by amortized cost basis excluding accrued interest receivable, of loan receivables that have been modified within the last 12 months where the borrower was experiencing financial difficulty at the time of modification (in thousands): June 30, 2024 Payment Deferral Loan Re-amortization Total Non-delinquent loans $ 17,479 $ 373 $ 17,852 4 – 29 calendar days past due 5,826 175 6,001 30 – 59 calendar days past due 2,152 99 2,251 60 – 89 calendar days past due 3,936 145 4,081 90 – 119 calendar days past due 4,016 139 4,155 Total amortized cost basis $ 33,409 $ 931 $ 34,340 June 30, 2023 Payment Deferral Loan Re-amortization Total Non-delinquent loans $ 4,813 $ 58 $ 4,871 4 – 29 calendar days past due 717 13 730 30 – 59 calendar days past due 354 7 361 60 – 89 calendar days past due 346 7 353 90 – 119 calendar days past due 273 9 282 Total amortized cost basis $ 6,503 $ 94 $ 6,597 With respect to modifications during the 12 months preceding June 30, 2024 and June 30, 2023, respectively, where the borrower was experiencing financial difficulty at the time of modification, the amortized cost basis of loans which have been charged off was $ 12.4 million and $ 1.8 million, respectively. 5. Acquisitions During the year ended June 30, 2024, there were no acquisitions accounted for as business combinations and there was one acquisition accounted for during the same period in 2023. Acquisitions completed during the year ended June 30, 2023 Butter Holdings Ltd On February 1, 2023, we completed the closing of the transaction contemplated by a share purchase agreement entered into with certain sellers to acquire the entire issued share capital of Butter Holdings Ltd. (“Butter”), a buy now, pay later company based in the United Kingdom. The purchase price was comprised of (i) $ 14.9 million in cash, subject to adjustments in accordance with the purchase agreement, and (ii) $ 1.5 million settlement of subordinated secured notes. The acquisition date fair value of the consideration transferred for Butter was approximately $ 16.3 million, which consisted of the following (in thousands): 108 Table of Contents Cash $ 14,863 Settlement of subordinated secured notes 1,475 Total acquisition date fair value of the consideration transferred $ 16,337 The acquisition was accounted for as a business combination and reflects the application of acquisition accounting in accordance with ASC Topic 805, “Business Combinations” (“ASC 805”). The acquired identifiable intangible assets have been recorded at their estimated fair values with the excess purchase price assigned to goodwill. The goodwill was primarily attributed to future synergies from integration. The goodwill is not expected to be deductible for income tax purposes. The following table summarizes the allocation of the consideration paid of approximately $ 16.3 million to the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands): Cash and cash equivalents $ 287 Loans held for investment, net 172 Accounts receivable, net 11 Intangible assets 9,243 Other assets 672 Total assets acquired 10,385 Accounts payable 568 Accrued expenses and other liabilities 2,923 Total liabilities assumed 3,491 Net assets acquired 6,894 Goodwill 9,443 Total purchase price $ 16,337 The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in thousands): Fair Value Useful Life (in years) Lending license $ 9,243 Indefinite The fair value of the intangible asset was determined by applying the with-and-without method. The fair value measurements are based on significant unobservable inputs, including management estimates and assumptions, and thus represents Level 3 measurements. The transaction costs associated with the acquisition were approximately $ 1.8 million for the year ended June 30, 2023, which are included in general and administrative expense in the consolidated statements of operations and comprehensive loss. 109 Table of Contents 6. Balance Sheet Components Property, Equipment and Software, net Property, equipment and software, net consisted of the following (in thousands): June 30, 2024 June 30, 2023 Internally developed software $ 630,129 $ 377,301 Leasehold improvements 21,023 20,214 Computer equipment 9,827 10,187 Furniture and equipment 8,913 6,503 Total property, equipment and software, at cost $ 669,892 $ 414,205 Less: Accumulated depreciation and amortization ( 242,206 ) ( 124,070 ) Total property, equipment and software, net $ 427,686 $ 290,135 Depreciation and amortization expense on property, equipment and software was $ 148.2 million, $ 82.1 million and $ 29.2 million for the years ended June 30, 2024, 2023, and 2022, respectively. No impairment losses related to property, equipment and software were recorded during the years ended June 30, 2024, 2023, and 2022. Goodwill and Intangible Assets The changes in the carrying amount of goodwill during the years ended June 30, 2024 and 2023 were as follows (in thousands): Balance as of June 30, 2022 $ 539,534 Additions (1) 9,443 Adjustments (2) ( 6,406 ) Balance as of June 30, 2023 $ 542,571 Adjustments (2) ( 9,131 ) Balance as of June 30, 2024 $ 533,439 (1) Refer to Note 5. Acquisitions for a description of additions to goodwill during the year ended June 30, 2023. (2) Adjustments to goodwill during the years ended June 30, 2024 and 2023 primarily pertained to foreign currency translation adjustments. During the year ended June 30, 2024, we recognized goodwill disposal losses of $ 1.0 million included in general and administrative expenses on our consolidated statements of operations and comprehensive loss. No impairment or disposal losses related to goodwill were recorded during the years ended June 30, 2023 and 2022. 110 Table of Contents Intangible assets consisted of the following (in thousands): June 30, 2024 Gross Accumulated Amortization Net Weighted Average Remaining Useful Life (in years) Merchant relationships $ 37,847 $ ( 36,741 ) $ 1,106 0.1 Developed technology 39,444 ( 39,311 ) 133 0.0 Assembled workforce 12,490 ( 12,490 ) — 0.0 Trademarks and domains, definite 1,450 ( 1,165 ) 285 1.0 Trademarks, licenses and domains, indefinite 11,628 — 11,628 Indefinite Other intangibles 350 — 350 Indefinite Total intangible assets $ 103,209 $ ( 89,707 ) $ 13,502 June 30, 2023 Gross Accumulated Amortization Net Weighted Average Remaining Useful Life (in years) Merchant relationships $ 38,129 $ ( 27,637 ) $ 10,492 0.6 Developed technology 39,626 ( 30,653 ) 8,973 0.6 Assembled workforce 12,490 ( 9,983 ) 2,507 0.3 Trademarks and domains, definite 1,481 ( 990 ) 491 1.7 Trademarks, licenses and domains, indefinite 11,621 — 11,621 Indefinite Other intangibles 350 — 350 Indefinite Total intangible assets $ 103,697 $ ( 69,263 ) $ 34,434 Amortization expense for intangible assets was $ 20.8 million, $ 52.5 million and $ 23.5 million for the years ended June 30, 2024, 2023 and 2022, respectively. No impairment losses related to intangible assets were recorded during the years ended June 30, 2024, 2023, and 2022. The expected future amortization expense of these intangible assets as of June 30, 2024 is as follows (in thousands): 2025 $ 1,355 2026 154 2027 15 2028 — 2029 and thereafter — Total amortization expense $ 1,524 Commercial Agreement Assets In November 2021, we granted warrants in connection with our commercial agreements with certain subsidiaries of Amazon.com, Inc. (“Amazon”). The warrants were granted in exchange for certain performance provisions and the benefit of acquiring new users. We recognized an asset of $ 133.5 million associated with the portion of the warrants that were fully vested upon grant. The asset was valued based on the fair value of the warrants and represents the probable future economic benefit to be realized over the expected benefit period. The 111 Table of Contents expected benefit period of the asset was initially estimated to be approximately three years . During the year ended June 30, 2024, the remaining expected benefit period was extended by one year upon the renewal of the commercial agreement, which extended the agreement term. For the years ended June 30, 2024, 2023, and 2022, we recognized amortization expense of $ 32.9 million, $ 41.4 million, and $ 26.3 million, respectively, in our consolidated statements of operations and comprehensive loss as a component of sales and marketing expense. Refer to Note 14. Stockholders’ Equity for further discussion of the warrants. In January 2021, we recognized an asset in connection with a commercial agreement with an enterprise partner, in which we granted stock appreciation rights in exchange for the benefit of acquiring access to the partner's consumers. The asset was valued at $ 25.9 million based on the fair value of the stock appreciation rights on the grant date and represents the probable future economic benefit to be realized over the three-year expected benefit period. During the year ended June 30, 2024, the expected benefit period ended and the asset has been fully amortized. For the years ended June 30, 2024, 2023, and 2022, we recorded amortization expense related to the asset of $ 4.2 million, $ 8.3 million, and $ 8.1 million, respectively, in our consolidated statements of operations and comprehensive loss as a component of sales and marketing expense. In July 2020, we recognized an asset in connection with a commercial agreement with Shopify Inc. (“Shopify”), in which we granted warrants in exchange for the opportunity to acquire new merchant partners. This asset represents the probable future economic benefit to be realized over the expected benefit period and is valued based on the fair value of the warrants on the grant date. We recognized an asset of $ 270.6 million associated with the fair value of the warrants, which were fully vested as of June 30, 2024. The expected benefit period of the asset was initially estimated to be four years , and the remaining useful life of the asset is reevaluated each reporting period. During fiscal year 2022, the remaining expected benefit period was extended by two years upon the execution of an amendment to the commercial agreement with Shopify which extended the term of the agreement. W e recorded amortization expense related to the commercial agreement asset of $ 35.9 million, $ 35.8 million, and $ 62.2 million for the years ended June 30, 2024, 2023, and 2022, respectively, in our consolidated statements of operations and comprehensive loss as a component of sales and marketing expense. Other Assets Other assets consisted of the following (in thousands): June 30, 2024 June 30, 2023 Processing reserves $ 55,754 $ 60,039 Equity securities, at cost 37,806 43,172 Fixed term deposit 35,203 — Risk sharing assets 33,884 — Prepaid expenses 28,799 35,626 Operating lease right-of-use assets 21,863 30,171 Prepaid payroll taxes for stock-based compensation 21,395 14,336 Foreign deferred tax asset 21,206 23,270 Other receivables 18,263 17,214 Derivative instruments 17,207 50,545 Other assets 7,960 4,241 Total other assets $ 299,340 $ 278,614 112 Table of Contents Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consisted of the following (in thousands): June 30, 2024 June 30, 2023 Accrued expenses $ 59,613 $ 50,704 Operating lease liability 39,493 52,557 Collateral held for derivative instruments 17,643 53,267 Other liabilities 30,680 24,355 Total accrued expenses and other liabilities $ 147,429 $ 180,883 7. Leases We lease facilities under operating leases with various expiration dates through 2030. We have the option to renew or extend our leases. Certain lease agreements include the option to terminate the lease with prior written notice ranging from nine months to one year . As of June 30, 2024, we have not considered such provisions in the determination of the lease term, as it is not reasonably certain these options will be exercised. Leases have remaining terms that range from less than one year to six years . Several leases require us to obtain standby letters of credit, naming the lessor as a beneficiary. These letters of credit act as security for the faithful performance by us of all terms, covenants and conditions of the lease agreement. We are required to post collateral for the letters of credit in the form of cash or eligible securities. As of June 30, 2024, the collateral totaled $ 8.8 million, of which $ 2.0 million was in the form of cash that was classified as restricted cash, and $ 6.8 million was in the form of securities which was classified as securities available for sale at fair value on our consolidated balance sheets. As of June 30, 2023, the collateral and deposits for the letters of credit was $ 9.7 million in the form cash and was classified as restricted cash on our consolidated balance sheets. During the years ended June 30, 2024 and 2023 , we decided to sublease a portion of our leased office space in San Francisco, resulting in an impairment charge of $ 0.8 million and $ 1.2 million, respectively, included in general and administrative expense on our consolidated statements of operations and comprehensive loss. For the year ended June 30, 2022, the impairment expense related to leases was not material to our consolidated statements of operations and comprehensive loss. Operating lease expense are as follows (in thousands): Year ended June 30, 2024 2023 2022 Operating lease expense (1) (2) $ 11,549 $ 18,954 $ 15,200 (1) Lease expenses for our short-term leases were immaterial for the years presented. (2) During the year ended June 30, 2023, we incurred charges of $ 4.7 million, within restructuring and other, on our consolidated statements of operations and comprehensive loss, related to a reduction to our ROU lease assets which were attributed to certain leased space we were no longer utilizing for our business operations. We have subleased a portion of our leased facilities. Sublease income totaled $ 4.6 million, $ 3.4 million, and $ 3.1 million during the years ended June 30, 2024, 2023, and 2022 , respectively . 113 Table of Contents Lease term and discount rate information are summarized as follows: June 30, 2024 Weighted average remaining lease term (in years) 3.2 Weighted average discount rate 5.0 % As of June 30, 2024, future minimum lease payments are as follows (in thousands): 2025 $ 16,742 2026 15,833 2027 3,065 2028 2,185 2029 2,247 Thereafter 3,263 Total lease payments 43,335 Less imputed interest ( 3,842 ) Present value of total lease liabilities $ 39,493 8. Commitments and Contingencies Loan Repurchase Obligations Under the normal terms of our whole loan sales to third-party investors, we may become obligated to repurchase loans from investors in certain instances where a breach in representations and warranties is identified. Generally, a breach in representation and warranties could occur where a loan has been identified as subject to verified or suspected fraud, or in cases where a loan was serviced or originated in violation of Affirm’s guidelines. We would only experience a loss if the contractual repurchase price of the loan exceeds the fair value on the repurchase date. This amount was not material as of June 30, 2024. Legal Proceedings From time to time, we are subject to legal proceedings and claims in the ordinary course of business. The results of such matters often cannot be predicted with certainty. In accordance with applicable accounting guidance, we establish an accrued liability for legal proceedings and claims when those matters present loss contingencies which are both probable and reasonably estimable. Kusnier v. Affirm Holdings, Inc. On December 8, 2022, plaintiff Mark Kusnier filed a putative class action lawsuit against Affirm, Max Levchin, and Michael Linford in the U.S. District Court for the Northern District of California (the “Kusnier action”). On May 5, 2023, plaintiffs Kusnier and Chris Meinsen filed their first amended complaint alleging that the defendants (i) caused Affirm to make materially false and/or misleading statements and/or failed to disclose that Affirm’s BNPL service facilitated excessive consumer debt (including with respect to certain for-profit educational institutions), regulatory arbitrage, and data harvesting; (ii) made false and/or misleading statements about certain public regulatory actions; and (iii) made false and/or misleading statements about whether Affirm’s business model was vulnerable to interest rate changes. On December 20, 2023, the Court granted Affirm’s motion to dismiss the first amended complaint with leave to amend. On January 19, 2024, plaintiffs filed their second amended complaint, which contains only the allegations from the first amended complaint relating to false and/or misleading statements about whether Affirm’s business model was vulnerable to interest rate changes. In light of the above, plaintiffs assert that Affirm violated Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, and that Levchin and Linford violated Section 20(a) of the Exchange Act. Plaintiffs seek class certification, unspecified compensatory 114 Table of Contents and punitive damages, and costs and expenses. Affirm filed its motion to dismiss the second amended complaint on February 2, 2024. On August 26, 2024, the Court granted Affirm’s motion to dismiss with leave to amend by September 25, 2024. Quiroga v. Levchin, et al. On March 29, 2023, plaintiff John Quiroga filed a shareholder derivative lawsuit in the U.S. District Court for the Northern District of California (the “Quiroga action”) against Affirm, as a nominal defendant, and certain of Affirm’s current officers and directors as defendants based on allegations substantially similar to those in the Kusnier action at the time of filing. The Quiroga complaint purports to assert claims on Affirm’s behalf for contribution under the federal securities laws, breaches of fiduciary duty, unjust enrichment, and waste of corporate assets, and seeks corporate reforms, unspecified damages and restitution, and fees and costs. On May 1, 2023, the action was stayed by agreement of the parties. The stay can be lifted at the request of either party or upon certain conditions relating to the resolution of the Kusnier action. Jeffries v. Levchin, et al. On May 24, 2023, plaintiff Sabrina Jeffries filed a shareholder derivative lawsuit in the U.S. District Court for the Northern District of California (the “Jeffries action”) against Affirm, as a nominal defendant, and certain of Affirm's current officers and directors as defendants based on allegations substantially similar to those in the Kusnier and Quiroga actions at the time of filing. The Jeffries complaint purports to assert claims on Affirm's behalf for breach of fiduciary duties, making false statements under federal securities law, unjust enrichment, waste of corporate assets, and aiding and abetting breach of fiduciary duties, and seeks unspecified damages, equitable relief, and fees and costs. On August 15, 2023, the action was stayed by agreement of the parties. The stay can be lifted at the request of either party or upon certain conditions relating to the resolution of the Kusnier action. Vallieres v. Levchin, et al. On September 14, 2023, plaintiff Michael Vallieres filed a shareholder derivative lawsuit in the U.S. District Court for the District of Delaware against Affirm, as a nominal defendant, and certain of Affirm’s current officers and directors as defendants based on allegations substantially similar to those in the Kusnier, Quiroga, and Jeffries actions at the time of filing. The Vallieres complaint purports to assert claims on Affirm's behalf for breach of fiduciary duties, gross management, abuse of control, unjust enrichment, and contribution, and seeks unspecified damages, equitable relief, and fees and costs. On November 30, 2023, the case was stayed by agreement of the parties. We have determined, based on current knowledge, that the aggregate amount or range of losses that are estimable with respect to our legal proceedings, including the matters described above, would not have a material adverse effect on our consolidated financial position, results of operations or cash flows. Amounts accrued as of June 30, 2024 and June 30, 2023 were not material. The ultimate outcome of legal proceedings involves judgments, estimates and inherent uncertainties, and cannot be predicted with certainty. Purchase Commitments We have entered into non-cancelable purchase obligations with our third-party cloud computing web services provider, which included annual purchase commitments for the period from March 2023 through February 2030 with an aggregate committed spend of $ 650.0 million during such period. For the years ended June 30, 2024 and 2023, we had remaining purchase commitments of $ 575.9 million and $ 659.2 million, respectively, primarily related to cloud and hosting services. If we fail to meet any of the purchase commitments, we will be required to pay the difference. We pay our cloud-computing web services provider monthly, and we may pay more than the minimum purchase commitment based on usage. 115 Table of Contents 9. Debt Debt encompasses funding debt, convertible senior notes and our revolving credit facility. Funding Debt Secured Borrowing Facilities The following table summarizes the components of our U.S. and International secured borrowing facilities as of June 30, 2024 (in thousands): Total Capital Capacity Advance Rate Interest Rate Spread (2) Unused Commitment Fees Maturity Pledged Collateral (3) Total Outstanding Min - Max Weighted Average Min - Max Weighted Average US facilities 4,975,000 70 % - 86 % 84 % 1.75 % - 2.20 % 1.95 % 0.00 % - 0.75 % 2025 - 2027 1,661,521 1,429,243 International facilities (1) 665,126 67 % - 88 % 83 % 1.25 % - 4.25 % 1.69 % 0.30 % - 0.45 % 2028 - 2030 472,086 387,931 Total, before unamortized debt issuance costs, premiums and discounts $ 1,817,174 Less: unamortized debt issuance costs, premiums and discounts ( 14,790 ) Total $ 1,802,384 (1) As of June 30, 2024, international facilities finance the origination of loan receivables in Canada and are denominated in CAD. (2) Reference rates as of June 30, 2024 under our U.S. facilities bear interest at an annual benchmark rate of Secured Overnight Financing Rate (“SOFR”) or an alternative commercial paper rate plus an applicable spread. Reference rates as of June 30, 2024 under our international facilities bear interest at an annual benchmark rate of the Canadian Overnight Repo Rate Average (“CORRA”), Government of Canadian benchmark bond yields, or an alternative commercial paper rate plus an applicable spread. As debt arrangements are renewed, the reference rate and/or spread are subject to change. (3) As of June 30, 2024, represents the unpaid principal balance of loans, directly originated by us or purchased from the originating bank partner, pledged as collateral for borrowings in our facilities. In the U.S., through trusts, we have entered into warehouse credit facilities with certain lenders to finance the purchase and origination of our loans. Each trust entered into a credit agreement and security agreement with a third-party as administrative agent and a national banking association as collateral trustee and paying agent. Borrowings under these agreements are classified as funding debt on the consolidated balance sheets and proceeds from the borrowings can only be used for the purposes of facilitating loan funding and origination. These warehouse credit facility trusts, which have been classified as VIEs, are bankruptcy-remote special-purpose vehicles in which creditors do not have recourse against the general credit of Affirm. Additionally, we have various credit facilities utilized to finance the origination of loan receivables in Canada. Similar to our warehouse credit facilities in the U.S., borrowings under these agreements are classified as funding debt on the consolidated balance sheets, and proceeds from the borrowings may only be used for the purposes of facilitating loan funding and origination. Financing terms, including the advance rate and financing spread, vary across these revolving facilities and generally depend on the types of collateral that may be pledged and respective concentration limits. The revolving period for each facility generally ends 4 - 12 months prior to the final maturity date, after which additional borrowings are not permitted. Our funding debt agreements contain certain customary negative covenants and financial covenants including maintaining certain levels of minimum liquidity, maximum leverage, and minimum tangible net worth. As of June 30, 2024, we were in compliance with all applicable covenants in the agreements. 116 Table of Contents The aggregate future maturities of our secured borrowing facilities consists of the following (in thousands): June 30, 2024 2025 $ 328,921 2026 939,969 2027 194,878 2028 207,038 2029 54,546 Thereafter 126,347 Total $ 1,851,699 Deferred debt issuance costs ( 14,790 ) Total funding debt, net of deferred debt issuance costs $ 1,836,909 Sales and Repurchase Agreements We entered into certain sale and repurchase agreements pursuant to our retained interests in our off-balance sheet securitizations where we have sold these securities to a counterparty with an obligation to repurchase at a future date and price. The repurchase agreements each have an initial term of three months and subject to mutual agreement by Affirm and the counterparty, we may enter into one or more repurchase date extensions, each for an additional three-month term at market interest rates on such extension date. As of June 30, 2024, the interest rates were 7.33 % for both the senior pledged securities and the residual certificate pledged securities. We had $ 34.5 million and $ 11.0 million in debt outstanding under our repurchase agreements disclosed within funding debt on the condensed consolidated balance sheets as of June 30, 2024 and June 30, 2023, respectively. The debt will be amortized through regular principal and interest payments on the pledged securities. The outstanding debt relates to $ 46.7 million and $ 18.9 million in pledged securities disclosed within securities available for sale at fair value on the consolidated balance sheets as of June 30, 2024 and June 30, 2023, respectively. Convertible Senior Notes On November 23, 2021, we issued $ 1,725 million in aggregate principal amount of 0 % convertible senior notes due 2026 (the “2026 Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The total net proceeds from this offering, after deducting debt issuance costs, were approximately $ 1,704 million. The 2026 Notes represent our senior unsecured obligations of the Company. The 2026 Notes do not bear interest except in special circumstances described below, and the principal amount of the 2026 Notes does not accrete. The 2026 Notes mature on November 15, 2026. Each $1,000 of principal of the 2026 Notes will initially be convertible into 4.6371 shares of our common stock, which is equivalent to an initial conversion price of approximately $ 215.65 per share, subject to adjustment upon the occurrence of certain specified events set forth in the indenture governing the 2026 Notes (the “Indenture”). Holders of the 2026 Notes may convert their 2026 Notes at their option at any time on or after August 15, 2026 until close of business on the second scheduled trading day immediately preceding the maturity date of November 15, 2026. Further, holders of the 2026 Notes may convert all or any portion of their 2026 Notes at their option prior to the close of business on the business day immediately preceding August 15, 2026, only under the following circumstances: 1) during any calendar quarter commencing after March 31, 2022 (and only during such calendar quarter), if the last reported sale price of the Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; 2) during the five business day period after any five consecutive trading day period (the measurement period) in which the trading price (as defined in the indenture governing the 2026 Notes) per $1,000 117 Table of Contents principal amount of the 2026 Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s Class A common stock and the conversion rate on each such trading day; 3) if the Company calls any or all of the notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or 4) upon the occurrence of certain specified corporate events. Upon conversion of the 2026 Notes, the Company will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at the Company’s election. If we satisfy our conversion obligation solely in cash or through payment and delivery, as the case may be, of a combination of cash and shares of our common stock, the amount of cash and shares of common stock, if any, due upon conversion will be based on a daily conversion value (as set forth in the Indenture) calculated on a proportionate basis for each trading day in a 40 trading day observation period. No sinking fund is provided for the 2026 Notes. We may not redeem the notes prior to November 20, 2024. We may redeem for cash all or part of the notes on or after November 20, 2024 if the last reported sale price of our Class A common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100 % of the principal amount of the notes to be redeemed, plus accrued and unpaid special interest, if any. If a fundamental change (as defined in the Indenture) occurs prior to the maturity date, holders of the 2026 Notes may require us to repurchase all or a portion of their notes for cash at a repurchase price equal to 100 % of the principal amount of the 2026 Notes, plus any accrued and unpaid interest to, but excluding, the repurchase date. In addition, if specific corporate events occur prior to the maturity date of the 2026 Notes, we will be required to increase the conversion rate for holders who elect to convert their 2026 Notes in connection with such corporate events. On December 6, 2023, the Board of Directors authorized the repurchase of up to $ 800.0 million in aggregate principal amount of the 2026 Notes. This authorization succeeds the $ 800.0 million repurchase authorization approved by the Board of Directors on June 7, 2023. Note repurchases under the December 2023 authorization may be made from time to time through December 31, 2024 through open market purchases, privately negotiated purchases, purchase plans under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (“Rule 10b5-1”), or through a combination thereof. Repurchases are subject to available liquidity, general market and economic conditions, alternate uses for the capital, and other factors, and there is no minimum principal amount of 2026 Notes that the Company is obligated to repurchase. During the year ended June 30, 2024, we paid $ 63.6 million in cash for the repurchase of $ 76.7 million aggregate principal amount of our 2026 Notes under the December 2023 authorization. The carrying amount of the extinguished 2026 Notes was approximately $ 76.2 million resulting in a $ 12.6 million gain on early extinguishment of debt, which is reported as a component of other income (expense), net within our consolidated statements of operations and comprehensive loss. The repurchased 2026 Notes were received and canceled. The convertible senior notes outstanding as of June 30, 2024 consisted of the following (in thousands): Principal Amount Unamortized Discount and Issuance Cost Net Carrying Amount Convertible senior notes $ 1,349,207 $ ( 7,777 ) $ 1,341,430 118 Table of Contents The 2026 Notes do not bear interest. We recognized $ 3.4 million, $ 3.9 million and $ 2.4 million during the years ended June 30, 2024, 2023 and 2022, respectively, of interest expense related to the amortization of debt discount and issuance costs in the consolidated statements of operations and comprehensive loss within other income (expense), net . As of June 30, 2024, the remaining life of the 2026 Notes is approximately 29 months. Revolving Credit Facility On June 26, 2024, we entered into an amendment to our Revolving Credit Agreement, where we increased the unsecured revolving commitments under the facility from $ 205.0 million to $ 330.0 million. This facility bears interest at a rate equal to, at our option, either (a) a SOFR rate determined by reference to the forward-looking term SOFR rate for the interest period, plus an applicable margin of 1.75 % per annum or (b) a base rate determined by reference to the highest of (i) the federal funds rate plus 0.50 % per annum, (ii) the rate last quoted by the Wall Street Journal as the U.S. prime rate and (iii) the one-month forward-looking term SOFR rate plus 1.00 % per annum, in each case, plus an applicable margin of 0.75 % per annum. Under the terms of amendment the final maturity date was extended from February 4, 2025 to June 26, 2027. The facility contains certain financial covenants which may result in an acceleration of the maturity if not maintained, and requires payment of a monthly unused commitment fee of 0.20 % per annum on the undrawn balance available. As of June 30, 2024,there are no borrowings outstanding under the facility. 10. Securitization and Variable Interest Entities Consolidated VIEs Warehouse Credit Facilities We established certain entities, deemed to be VIEs, to enter into warehouse credit facilities for the purpose of purchasing loans from our originating bank partners and funding directly originated loans. Refer to Note 9. Debt for additional information. The creditors of the VIEs have no recourse to the general credit of Affirm and the liabilities of the VIEs can only be settled by the respective VIEs’ assets; however, as the servicer of the loans pledged to our warehouse funding facilities, we have the power to direct the activities that most significantly impact the VIEs' economic performance. In addition, we retain significant economic exposure to the pledged loans and therefore, we are the primary beneficiary. Securitizations In connection with our asset-backed securitization program, we sponsor and establish trusts (deemed to be VIEs) to ultimately purchase loans facilitated by our platform. Securities issued from our asset-backed securitizations are senior or subordinated, based on the waterfall criteria of loan payments to each security class. The subordinated residual interests issued from these transactions are first to absorb credit losses in accordance with the waterfall criteria. For these VIEs, the creditors have no recourse to the general credit of Affirm and the liabilities of the VIEs can only be settled by the respective VIEs’ assets. Additionally, the assets of the VIEs can be used only to settle obligations of the VIEs. We consolidate securitization VIEs when we are deemed to be the primary beneficiary and therefore have the power to direct the activities that most significantly affect the VIEs’ economic performance and a variable interest that could potentially be significant to the VIE. Through our role as the servicer, we have the power to direct the activities that most significantly affect the VIEs’ economic performance. In evaluating whether we have a variable interest that could potentially be significant to the VIE, we consider our retained interests. We also earn a servicing fee which has a senior distribution priority in the payment waterfall. In evaluating whether we are the primary beneficiary, management considers both qualitative and quantitative factors regarding the nature, size and form of our involvement with the VIEs. Management assesses whether we are the primary beneficiary of the VIEs on an ongoing basis. 119 Table of Contents Where we consolidate the securitization trusts, the loans held in the securitization trusts are included in loans held for investment, and the notes sold to third-party investors are recorded in notes issued by securitization trusts in the consolidated balance sheets. For each securitization, the residual trust certificates represent the right to receive excess cash on the loans each collection period after all fees and required distributions have been made to the note holders on the related payment date. In addition to the retained residual trust certificates, our continued involvement includes loan servicing responsibilities over the life of the underlying loans. We defer and amortize debt issuance costs for consolidated securitization trusts on a straight-line basis over the expected life of the notes. The following tables present the aggregate carrying value of financial assets and liabilities from our involvement with consolidated VIEs (in thousands): June 30, 2024 Assets Liabilities Net Assets Warehouse credit facilities $ 2,052,881 $ 1,823,794 $ 229,087 Securitizations 3,325,254 3,246,228 79,026 Total consolidated VIEs $ 5,378,135 $ 5,070,022 $ 308,113 June 30, 2023 Assets Liabilities Net Assets Warehouse credit facilities $ 1,930,641 $ 1,686,359 $ 244,282 Securitizations 2,272,991 2,169,835 103,156 Total consolidated VIEs $ 4,203,632 $ 3,856,194 $ 347,438 Unconsolidated VIEs Our transactions with unconsolidated VIEs include securitization trusts where we did not retain significant economic exposure through our variable interests and therefore we determined that we are not the primary beneficiary as of June 30, 2024. The following information pertains to unconsolidated VIEs where we hold a variable interest but are not the primary beneficiary (in thousands): June 30, 2024 Assets Liabilities Net Assets Maximum Exposure to Losses Securitizations $ 967,256 $ 920,004 $ 47,252 $ 51,861 Total unconsolidated VIEs $ 967,256 $ 920,004 $ 47,252 $ 51,861 June 30, 2023 Assets Liabilities Net Assets Maximum Exposure to Losses Securitizations $ 380,547 $ 367,788 $ 12,759 $ 19,149 Total unconsolidated VIEs $ 380,547 $ 367,788 $ 12,759 $ 19,149 120 Table of Contents Maximum exposure to losses represents our exposure through our continuing involvement as servicer and through our retained interests. For unconsolidated VIEs, this includes $ 51.7 million in retained notes and residual trust certificates disclosed within securities available for sale at fair value in our consolidated balance sheets and $ 0.2 million related to our net servicing assets disclosed within our consolidated balance sheets as of June 30, 2024. Additionally, we may experience a loss due to future repurchase obligations resulting from breaches in representations and warranties in our securitization and third-party sale agreements. This amount was not material as of June 30, 2024. Retained Beneficial Interests in Unconsolidated VIEs The investors of the securitizations have no direct recourse to the assets of Affirm, and the timing and amount of beneficial interest payments is dependent on the performance of the underlying loan assets held within each trust. We have classified our retained beneficial interests in unconsolidated securitization trusts as “available for sale” and as such they are disclosed at fair value in our consolidated balance sheets. See Note 13. Fair Value of Financial Assets and Liabilities for additional information on the fair value sensitivity of the notes receivable and residual certificates. Additionally, as of June 30, 2024, we have pledged certain of our retained beneficial interests as collateral in a sale and repurchase agreement as described in Note 9. Debt . 11. Investments Marketable Securities Marketable securities include certain investments classified as cash and cash equivalents and securities available for sale, at fair value, and consist of the following as of each date presented within the consolidated balance sheets (in thousands): June 30, 2024 June 30, 2023 Cash and cash equivalents: Money market funds $ 63,389 $ 97,129 Commercial paper 57,964 54,402 Agency bonds — 60,865 Government bonds - US 3,492 — Securities, available for sale: Certificates of deposit 34,473 97,224 Corporate bonds 242,660 256,772 Commercial paper 239,882 266,193 Agency bonds 15,159 84,276 Municipal bonds 3,953 — Government bonds Non-US 5,275 9,151 US (1) 538,556 441,096 Securitization notes receivable and certificates (2) 51,670 18,913 Other — 1,028 Total marketable securities: $ 1,256,473 $ 1,387,049 (1) As of June 30, 2024 , these securities include $ 54.1 million pledged as collateral in connection with our standby letters of credit for office leases and certain commercial agreements. As of June 30, 2023 , no securities were pledged as collateral. (2) These securities include $ 46.7 million and $ 18.9 million as of June 30, 2024 and 2023, respectively, pledged as collateral in connection with sale and repurchase agreements discussed within Note 9. Debt. 121 Table of Contents Securities Available for Sale, at Fair Value The amortized cost, gross unrealized gains and losses, allowance for credit losses, and fair value of securities available for sale as of June 30, 2024 and June 30, 2023 were as follows (in thousands): June 30, 2024 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Allowance for Credit Losses Fair Value Certificates of deposit $ 34,468 $ 9 $ ( 4 ) $ — $ 34,473 Corporate bonds 243,639 95 ( 1,074 ) — 242,660 Commercial paper (1) 298,005 7 ( 166 ) — 297,846 Agency bonds 15,283 — ( 124 ) — 15,159 Municipal bonds 3,943 10 — — 3,953 Government bonds Non-US 5,310 — ( 35 ) — 5,275 US (1) (2) 543,421 33 ( 1,406 ) — 542,048 Securitization notes receivable and certificates (3) 51,726 699 ( 91 ) ( 664 ) 51,670 Total securities available for sale $ 1,195,795 $ 853 $ ( 2,900 ) $ ( 664 ) $ 1,193,084 June 30, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Allowance for Credit Losses Fair Value Certificates of deposit $ 97,399 $ 11 $ ( 186 ) $ — $ 97,224 Corporate bonds 260,627 55 ( 3,910 ) — 256,772 Commercial paper (1) 320,882 34 ( 321 ) — 320,595 Agency bonds (1) 145,312 62 ( 233 ) — 145,141 Government bonds Non-US 9,330 — ( 179 ) — 9,151 US (2) 444,858 28 ( 3,790 ) — 441,096 Securitization notes receivable and certificates (3) 19,841 — ( 475 ) ( 453 ) 18,913 Other 1,028 — — — 1,028 Total securities available for sale $ 1,299,277 $ 190 $ ( 9,094 ) $ ( 453 ) $ 1,289,920 (1) Commercial paper, agency bonds, and US government bonds include $ 61.5 million and $ 115.3 million as of June 30, 2024 and 2023, respectively, classified as cash and cash equivalents within the consolidated balance sheets. (2) As of June 30, 2024 , these securities include $ 54.1 million pledged as collateral in connection with our standby letters of credit for office leases and certain commercial agreements. As of June 30, 2023 , no securities were pledged as collateral. (3) Approximately $ 46.7 million and $ 18.9 million as of June 30, 2024 and 2023, respectively, of these securities have been pledged as collateral in connection with sale and repurchase agreements discussed within Note 9. Debt. 122 Table of Contents As of June 30, 2024 and June 30, 2023, there were no material reversals of prior period allowance for credit losses recognized for available for sale securities. A summary of securities available for sale with unrealized losses for which an allowance for credit losses has not been recorded, aggregated by investment category and the length of time that individual securities have been in a continuous loss position as of June 30, 2024 and June 30, 2023, are as follows (in thousands): June 30, 2024 Less than or equal to 1 year Greater than 1 year Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Certificates of deposit $ 9,647 $ ( 4 ) $ — $ — $ 9,647 $ ( 4 ) Corporate bonds 119,353 ( 252 ) 57,846 ( 822 ) 177,199 ( 1,074 ) Commercial paper 245,536 ( 166 ) 245,536 ( 166 ) Agency bonds 10,417 ( 41 ) 4,743 ( 83 ) 15,160 ( 124 ) Government bonds Non-US — — 5,275 ( 35 ) 5,275 ( 35 ) US 251,113 ( 185 ) 123,633 ( 1,221 ) 374,746 ( 1,406 ) Total securities available for sale (1) $ 636,066 $ ( 648 ) $ 191,497 $ ( 2,161 ) $ 827,563 $ ( 2,809 ) June 30, 2023 Less than or equal to 1 year Greater than 1 year Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Certificates of deposit $ 63,489 $ ( 186 ) $ — $ — $ 63,489 $ ( 186 ) Corporate bonds 92,171 ( 834 ) 131,762 ( 3,076 ) 223,933 ( 3,910 ) Commercial paper 164,037 ( 321 ) — — 164,037 ( 321 ) Agency bonds 44,214 ( 233 ) — — 44,214 ( 233 ) Government bonds Non-US 3,061 ( 58 ) 6,089 ( 121 ) 9,150 ( 179 ) US 292,333 ( 2,395 ) 67,606 ( 1,395 ) 359,939 ( 3,790 ) Total securities available for sale (1) $ 659,305 $ ( 4,027 ) $ 205,457 $ ( 4,592 ) $ 864,762 $ ( 8,619 ) (1) The number of positions with unrealized losses for which an allowance for credit losses has not been recorded totaled 137 and 142 as of June 30, 2024 and June 30, 2023, respectively. 123 Table of Contents The length of time to contractual maturities of securities available for sale as of June 30, 2024 and June 30, 2023, were as follows (in thousands): June 30, 2024 Within 1 year Greater than 1 year, less than or equal to 5 years Total Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value Certificates of deposit $ 34,468 $ 34,473 $ — $ — $ 34,468 $ 34,473 Corporate bonds 118,547 118,039 125,092 124,621 243,639 242,660 Commercial paper (1) 298,005 297,846 — — 298,005 297,846 Agency bonds 10,457 10,416 4,826 4,743 15,283 15,159 Municipal bonds — — 3,943 3,953 3,943 3,953 Government bonds Non-US 2,150 2,150 3,160 3,125 5,310 5,275 US (1) 465,338 464,298 78,083 77,750 543,421 542,048 Securitization notes receivable and certificates (2) — — 51,726 51,670 51,726 51,670 Total securities available for sale $ 928,965 $ 927,222 $ 266,830 $ 265,862 $ 1,195,795 $ 1,193,084 June 30, 2023 Within 1 year Greater than 1 year, less than or equal to 5 years Total Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value Certificates of deposit $ 97,399 $ 97,224 $ — $ — $ 97,399 $ 97,224 Corporate bonds 173,523 171,634 87,104 85,138 260,627 256,772 Commercial paper (1) 320,882 320,595 — — 320,882 320,595 Agency bonds (1) 130,176 130,165 15,136 14,976 145,312 145,141 Government bonds Non-US 4,063 3,996 5,267 5,155 9,330 9,151 US 308,179 306,656 136,679 134,440 444,858 441,096 Securitization notes receivable and certificates (2) — — 19,841 18,913 19,841 18,913 Other — — 1,028 1,028 1,028 1,028 Total securities available for sale $ 1,034,222 $ 1,030,270 $ 265,055 $ 259,650 $ 1,299,277 $ 1,289,920 (1) Commercial paper, agency bonds, and US government bonds include $ 61.5 million and $ 115.3 million as of June 30, 2024 and 2023, respectively, classified as cash and cash equivalents within the consolidated balance sheets. (2) Based on weighted average life of expected cash flows as of June 30, 2024 and June 30, 2023 . Gross proceeds from matured or redeemed securities were $ 1.5 billion and $ 3.7 billion for the years ended June 30, 2024 and June 30, 2023, respectively. For available for sale securities realized gains and losses from portfolio sales were not material for the June 30, 2024 and June 30, 2023. 124 Table of Contents Non-marketable Equity Securities Equity investments without a readily determinable fair value held at cost were $ 37.8 million and $ 43.2 million as of June 30, 2024 and June 30, 2023, respectively, and are included in other assets within the consolidated balance sheets. We recognized an impairment of $ 14.1 million during the year ended June 30, 2024 within other income (expense), net in the consolidated statements of operations and comprehensive loss in connection with one of our non-marketable equity security investments. We determined an impairment indicator existed upon receiving a tender offer to repurchase all outstanding equity securities at a substantial discount relative to the cost basis of our investment. We determined the tender offer price was a reasonable estimate of fair value and therefore we recognized an impairment equal to the difference between our costs basis and the implied fair value based on the tender offer price. We did not record any impairment for the year ended June 30, 2023. There have been no upward or downward adjustments due to observable changes in orderly transactions for the years ended June 30, 2024 or June 30, 2023 . Fixed Term Deposits Fixed term deposits were $ 35.2 million as of June 30, 2024 and consist of interest bearing deposits held at financial institutions with an original maturities greater than three months but no more than twelve months. These deposits are carried at cost, which approximates fair value, and are included in other assets within the consolidated balance sheets. We did not have any fixed term deposits as of June 30, 2023 . 125 Table of Contents 12. Derivative Financial Instruments The following table summarizes the total fair value, including interest accruals, and outstanding notional amounts of derivative instruments as of June 30, 2024 and June 30, 2023 (in thousands): June 30, 2024 June 30, 2023 Notional Amount Derivative Assets Derivative Liabilities Notional Amount Derivative Assets Derivative Liabilities Derivatives designated as cash flow hedges Interest rate contracts - cash flow hedges $ 150,000 $ 4 $ — $ 800,000 $ 751 $ — Derivatives not designated as hedges Interest rate contracts 854,589 17,203 38 2,102,944 49,794 — Total gross derivative assets/liabilities $ 1,004,589 $ 17,207 $ 38 $ 2,902,944 $ 50,545 $ — The following table summarizes the impact of the cash flow hedges on Accumulated Other Comprehensive Income (“AOCI”) (in thousands): Year ended June 30, 2024 2023 Balance at beginning of period $ 751 $ — Changes in fair value 2,000 805 Amounts reclassified into earnings (1) ( 1,344 ) ( 54 ) Balance at end of period (2) $ 1,407 $ 751 (1) The amounts reclassified into earnings is presented in our consolidated statements of operations and comprehensive loss within funding costs. (2) Over the next 12 months, we expect to reclassify $ 1.0 million of net derivative gains included in AOCI into funding costs within our consolidated statements of operations and comprehensive loss. The following table summarizes the impact of the derivative instruments on income (loss) and indicates where within the consolidated statements of operations and comprehensive loss such impact is reported (in thousands): Year ended June 30, 2024 2023 Location of gains (losses) where the effects of derivatives are recorded The effects of cash flow hedging Funding costs 1,344 54 The effects of derivatives not designated in hedging relationships Other income, net 4,479 48,074 Refer to Note 2. Summary of Significant Accounting Policies and Note 13. Fair Value of Financial Assets and Liabilities for additional information on our derivative instruments. 126 13. Fair Value of Financial Assets and Liabilities Financial Assets and Liabilities Recorded at Fair Value The following tables present information about our assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2024 and June 30, 2023 (in thousands): June 30, 2024 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents: Money market funds $ 63,389 $ — $ — $ 63,389 Commercial paper — 57,964 — 57,964 Government bonds- US — 3,492 — 3,492 Securities, available for sale: Certificates of deposit — 34,473 — 34,473 Corporate bonds — 242,660 — 242,660 Commercial paper — 239,882 — 239,882 Agency bonds — 15,159 — 15,159 Municipal bonds — 3,953 — 3,953 Government bonds: Non-US — 5,275 — 5,275 US — 538,556 — 538,556 Securitization notes receivable and residual trust certificates — — 51,670 51,670 Servicing assets — — 574 574 Derivative instruments — 17,207 — 17,207 Risk sharing asset — — 33,884 33,884 Total assets $ 63,389 $ 1,158,621 $ 86,128 $ 1,308,138 Liabilities: Servicing liabilities $ — $ — $ 743 $ 743 Performance fee liability — — 1,503 1,503 Profit share liability — — 1,974 1,974 Risk sharing liability — — 918 918 Derivative Instruments — 38 — 38 Total liabilities $ — $ 38 $ 5,138 $ 5,176 127 June 30, 2023 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents: Money market funds $ 97,129 $ — $ — $ 97,129 Commercial paper — 54,402 — 54,402 Agency bonds — 60,865 — 60,865 Securities, available for sale: Certificates of deposit — 97,224 — 97,224 Corporate bonds — 256,772 — 256,772 Commercial paper — 266,193 — 266,193 Agency bonds — 84,276 — 84,276 Government bonds: Non-US — 9,151 — 9,151 US — 441,096 — 441,096 Securitization notes receivable and residual trust certificates — — 18,913 18,913 Other — — 1,028 1,028 Servicing assets — — 880 880 Derivative instruments — 50,545 — 50,545 Total assets $ 97,129 $ 1,320,524 $ 20,821 $ 1,438,474 Liabilities: Servicing liabilities $ — $ — $ 1,392 $ 1,392 Performance fee liability — — 1,581 1,581 Residual trust certificates, held by third-parties — — 125 125 Profit share liability — — 1,832 1,832 Total liabilities $ — $ — $ 4,930 $ 4,930 There were no transfers between levels during the periods ended June 30, 2024 and June 30, 2023. Assets and Liabilities Measured at Fair Value on a Recurring Basis (Level 2) Marketable Securities As of June 30, 2024, we held marketable securities classified as cash and cash equivalents and securities available for sale. Management obtains pricing from one or more third-party pricing services for the purpose of determining fair value. Whenever available, the fair value is based on quoted bid prices as of the end of the trading day. When quoted prices are not available, other methods may be utilized including evaluated prices provided by third-party pricing services. Derivative Instruments As of June 30, 2024 and June 30, 2023, we used a combination of interest rate cap agreements and interest rate swaps to manage interest costs and the risks associated with variable interest rates. These derivative instruments are classified as Level 2 within the fair value hierarchy, and the fair value is estimated by using third-party pricing models, which contain certain assumptions based on readily observable market-based inputs. We validate the 128 valuation output on a monthly basis. Refer to Note 12. Derivative Financial Instruments in the notes to the consolidated financial statements for further details on our derivative instruments. Assets and Liabilities Measured at Fair Value on a Recurring Basis using Significant Unobservable Inputs (Level 3) We evaluate our assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level at which to classify them each reporting period. Since our servicing assets and liabilities, performance fee liability, securitization notes and residual trust certificates, profit share liability, and risk sharing arrangements do not trade in an active market with readily observable prices, we use significant unobservable inputs to measure fair value and have classified as level 3 within the fair value hierarchy. This determination requires significant judgments to be made. Servicing Assets and Liabilities We sold loans with an unpaid principal balance of $ 10.2 billion, $ 7.5 billion, and $ 7.1 billion for the years ended June 30, 2024, 2023, and 2022, respectively, for which we retained servicing rights. As of June 30, 2024 and June 30, 2023, we serviced loans which we sold with a remaining unpaid principal balance of $ 5.1 billion and $ 4.1 billion, respectively. We use discounted cash flow models to arrive at an estimate of fair value. Significant assumptions used in the valuation of our servicing rights are as follows: Adequate Compensation We estimate adequate compensation as the rate a willing market participant would require for servicing loans with similar characteristics as those in the serviced portfolio. Discount Rate Estimated future payments to be received under servicing agreements are discounted as a part of determining the fair value of the servicing rights. For servicing rights on loans, the discount rate reflects the time value of money and a risk premium intended to reflect the amount of compensation market participants would require. Gross Default Rate We estimate the timing and probability of early loan payoffs, loan defaults and write-offs, thus affecting the projected unpaid principal balance and expected term of the loan, which are used to project future servicing revenue and expenses. We earned $ 95.5 million, $ 87.5 million, and $ 65.8 million of servicing income for the years ended June 30, 2024, 2023, and 2022, respectively. As of June 30, 2024 and June 30, 2023, the aggregate fair value of the servicing assets was measured at $ 0.6 million and $ 0.9 million, respectively, and presented within other assets on the consolidated balance sheets. As of June 30, 2024 and June 30, 2023, the aggregate fair value of the servicing liabilities was measured at $ 0.7 million and $ 1.4 million, respectively, and presented within accrued expenses and other liabilities on the consolidated balance sheets. 129 The following table summarizes the activity related to the aggregate fair value of our servicing assets (in thousands): Year ended June 30, 2024 2023 Fair value at beginning of period $ 880 $ 1,192 Initial transfers of financial assets — 433 Subsequent changes in fair value ( 306 ) ( 745 ) Fair value at end of period $ 574 $ 880 The following table summarizes the activity related to the aggregate fair value of our servicing liabilities (in thousands): Year ended June 30, 2024 2023 Fair value at beginning of period $ 1,392 $ 2,673 Initial transfers of financial assets 5,485 7,723 Subsequent changes in fair value ( 6,134 ) ( 9,004 ) Fair value at end of period $ 743 $ 1,392 The following tables present quantitative information about the significant unobservable inputs used for our Level 3 fair value measurement of servicing assets and liabilities as of June 30, 2024 and June 30, 2023: June 30, 2024 Unobservable Input Minimum Maximum Weighted Average (3) Servicing assets Discount rate 30.00 % 30.00 % 30.00 % Adequate compensation (1) 2.00 % 2.00 % 2.00 % Gross default rate (2) 9.89 % 22.72 % 10.84 % Servicing liabilities Discount rate 30.00 % 30.00 % 30.00 % Adequate compensation (1) 2.00 % 2.00 % 2.00 % Gross default rate (2) 2.58 % 4.12 % 3.00 % June 30, 2023 Unobservable Input Minimum Maximum Weighted Average (3) Servicing assets Discount rate 30.00 % 30.00 % 30.00 % Adequate compensation (1) 0.92 % 2.31 % 0.93 % Gross default rate (2) 2.15 % 11.20 % 3.36 % Servicing liabilities Discount rate 30.00 % 30.00 % 30.00 % Adequate compensation (1) 0.92 % 2.31 % 2.27 % Gross default rate (2) 9.50 % 21.54 % 13.64 % (1) Estimated annual cost of servicing a loan as a percentage of unpaid principal balance (2) Annualized estimated gross charge-offs as a percentage of unpaid principal balance (3) Unobservable inputs were weighted by relative fair value 130 The following table summarizes the effect that adverse changes in estimates would have on the fair value of the servicing assets and liabilities given hypothetical changes in significant unobservable inputs (in thousands): June 30, 2024 June 30, 2023 Servicing assets Gross default rate assumption: Gross default rate increase of 25% $ 1 $ — Gross default rate increase of 50% $ 1 $ ( 1 ) Adequate compensation assumption: Adequate compensation increase of 10% $ ( 980 ) $ ( 382 ) Adequate compensation increase of 20% $ ( 1,961 ) $ ( 764 ) Discount rate assumption: Discount rate increase of 25% $ ( 23 ) $ ( 29 ) Discount rate increase of 50% $ ( 44 ) $ ( 55 ) Servicing liabilities Gross default rate assumption: Gross default rate increase of 25% $ ( 1 ) $ ( 9 ) Gross default rate increase of 50% $ ( 1 ) $ ( 19 ) Adequate compensation assumption: Adequate compensation increase of 10% $ 3,153 $ 2,798 Adequate compensation increase of 20% $ 6,305 $ 5,597 Discount rate assumption: Discount rate increase of 25% $ ( 19 ) $ ( 19 ) Discount rate increase of 50% $ ( 37 ) $ ( 38 ) Performance Fee Liability In accordance with our agreements with our originating bank partners, we pay a fee for each loan that is fully repaid by the consumer, due at the end of the period in which the loan is fully repaid. We recognize a liability upon the purchase of a loan for the expected future payment of the performance fee. This liability is measured using a discounted cash flow model and recorded at fair value and presented within accrued expenses and other liabilities on the consolidated balance sheets. Any changes in the fair value of the liability are reflected in other income (expense), net , on the consolidated statements of operations and comprehensive loss. The following table summarizes the activity related to the fair value of the performance fee liability (in thousands): Year ended June 30, 2024 2023 Fair value at beginning of period $ 1,581 $ 1,710 Purchases of loans 1,775 1,758 Settlements paid ( 1,969 ) ( 2,031 ) Subsequent changes in fair value 116 144 Fair value at end of period $ 1,503 $ 1,581 131 Significant unobservable inputs used for our Level 3 fair value measurement of the performance fee liability are the discount rate, refund rate, and default rate. Significant increases or decreases in any of the inputs in isolation could result in a significantly lower or higher fair value measurement. The following tables present quantitative information about the significant unobservable inputs used for our Level 3 fair value measurement of the performance fee liability as of June 30, 2024 and June 30, 2023: June 30, 2024 Unobservable Input Minimum Maximum Weighted Average (1) Discount rate 8.50 % 10.00 % 9.81 % Refund rate 1.50 % 1.50 % 1.50 % Default rate 1.38 % 4.65 % 2.94 % June 30, 2023 Unobservable Input Minimum Maximum Weighted Average (1) Discount rate 10.00 % 10.00 % 10.00 % Refund rate 4.50 % 4.50 % 4.50 % Default rate 1.79 % 3.34 % 2.86 % (1) Unobservable inputs were weighted by remaining principal balances Residual Trust Certificates Held by Third-Parties in Consolidated VIEs Residual trust certificates held by third-party investor(s) are measured at fair value, using a discounted cash flow model, and presented within accrued expenses and other liabilities on the consolidated balance sheets. Any changes in the fair value of the liability are reflected in other income (expense), net , on the consolidated statements of operations and comprehensive loss. As of June 30, 2024 , we no longer have any residual trust certificates held by third parties. The following table summarizes the activity related to the fair value of the residual trust certificates held by third-parties (in thousands): Year ended June 30, 2024 2023 Fair value at beginning of period $ 125 $ 377 Repayments ( 115 ) ( 306 ) Subsequent changes in fair value ( 10 ) 54 Fair value at end of period $ — $ 125 Retained Beneficial Interests in Unconsolidated VIEs As of June 30, 2024, we held notes receivable and residual trust certificates with an aggregate fair value of $ 51.7 million in connection with unconsolidated securitizations. The balances correspond to the 5 % economic risk retention we are required to maintain as the securitization sponsor. These assets are measured at fair value using a discounted cash flow model, and presented within securities available for sale at fair value on the consolidated balance sheets. Changes in the fair value, other than declines in 132 fair value due to credit recognized as an allowance, are reflected in other comprehensive income (loss) on the consolidated statements of operations and comprehensive loss. Declines in fair value due to credit are reflected in other income (expense), net on the consolidated statements of operations and comprehensive loss. The following table summarizes the activity related to the fair value of the notes receivable and residual trust certificates (in thousands): Year ended June 30, 2024 2023 Fair value at beginning of period $ 18,913 $ 51,678 Additions 58,508 — Cash received (due to payments) ( 28,738 ) ( 33,544 ) Change in unrealized gain (loss) 1,083 6 Accrued interest 2,115 1,205 Reversal of (impairment on) securities available for sale ( 211 ) ( 432 ) Fair value at end of period $ 51,670 $ 18,913 Significant unobservable inputs used for our Level 3 fair value measurement of the notes and residual trust certificates are the discount rate, loss rate, and prepayment rate. Significant increases or decreases in any of the inputs in isolation could result in a significantly lower or higher fair value measurement. The following tables present quantitative information about the significant unobservable inputs used for our Level 3 fair value measurement of t he notes receivable and residual trust certificates as o f June 30, 2024 and June 30, 2023: June 30, 2024 Unobservable Input Minimum Maximum Weighted Average (1) Discount rate 5.73 % 41.41 % 8.93 % Loss rate 0.95 % 6.98 % 6.17 % Prepayment rate 12.40 % 27.70 % 23.33 % June 30, 2023 Unobservable Input Minimum Maximum Weighted Average (1) Discount rate 5.72 % 29.84 % 7.30 % Loss rate 1.25 % 14.96 % 3.02 % Prepayment rate 5.90 % 29.90 % 18.10 % (1) Unobservable inputs were weighted by relative fair value 133 The following table summarizes the effect that adverse changes in estimates would have on the fair value of the notes receivable and residual trust certificates given hypothetical changes in significant unobservable inputs (in thousands): Year ended June 30, 2024 2023 Discount rate assumption: Discount rate increase of 25% $ ( 623 ) $ ( 218 ) Discount rate increase of 50% $ ( 1,223 ) $ ( 429 ) Loss rate assumption: Loss rate increase of 25% $ ( 705 ) $ ( 165 ) Loss rate increase of 50% $ ( 1,321 ) $ ( 243 ) Prepayment rate assumption: Prepayment rate decrease of 25% $ 58 $ ( 30 ) Prepayment rate decrease of 50% $ 116 $ ( 59 ) Profit Share Liability On January 1, 2021, we entered into a commercial agreement with an enterprise partner, in which we are obligated to share in the profitability of transactions facilitated by our platform. Upon capture of a loan under this program, we record a liability associated with the estimated future profit to be shared over the life of the loan based on estimated program profitability levels. This liability is measured using a discounted cash flow model and recorded at fair value and presented within accrued expenses and other liabilities on the consolidated balance sheets. The following table summarizes the activity related to the fair value of the profit share liability (in thousands): Year ended June 30, 2024 2023 Fair value at beginning of period $ 1,832 $ 1,987 Facilitation of loans 3,326 5,792 Actual performance ( 5,363 ) ( 7,009 ) Subsequent changes in fair value 2,179 1,062 Fair value at end of period $ 1,974 $ 1,832 Significant unobservable inputs used for our Level 3 fair value measurement of the profit share liability are the discount rate and estimated program profitability. Significant increases or decreases in any of the inputs in isolation could result in a significantly lower or higher fair value measurement. 134 The following tables present quantitative information about the significant unobservable inputs used for our Level 3 fair value measurement of the profit sharing liability as of June 30, 2024 and June 30, 2023: June 30, 2024 Unobservable Input Minimum Maximum Weighted Average (1) Discount rate 30.00 % 30.00 % 30.00 % Program profitability 0.32 % 1.01 % 0.96 % June 30, 2023 Unobservable Input Minimum Maximum Weighted Average (1) Discount rate 30.00 % 30.00 % 30.00 % Program profitability 1.13 % 1.13 % 1.13 % (1) Unobservable inputs were weighted by relative fair value Risk Sharing Arrangements As of June 30, 2024 and June 30, 2023, we have sold $ 4.2 billion and $ 0.4 billion, respectively, unpaid principal balance of loans under these risk sharing arrangements, of which our maximum exposure to losses was $ 81.2 million and $ 8.2 million, respectively. This amount includes our maximum potential loss with respect to risk sharing liabilities of $ 47.3 million and the fair value of risk sharing assets of $ 33.9 million, as of June 30, 2024. As of June 30, 2024, we held assets and liabilities related to these arrangements of $ 33.9 million and $ 0.9 million, respectively. As of June 30, 2023, we estimated that the fair value of risk sharing liabilities was $ 0 based on the limited time passed and available loan performance since entering into these agreements. We did not have any risk sharing arrangements where we had recognized an asset as of June 30, 2023. As of June 30, 2024, we estimated the fair value of future settlements using a discounted cash flow model. Significant assumptions used in the valuation of our risk sharing assets and liabilities are as follows: Discount Rate Estimated future cash flow to be received or paid under the agreements are discounted as a part of determining the fair value of the risk sharing arrangements.The discount rate reflects the time value of money and a risk premium intended to reflect the amount of compensation market participants would require. Loss Rate We estimate the loss rate as the probability of loan defaults and write-offs, which are used to project future risk-sharing cash flows. Prepayment Rate We estimated the annualized prepayment rate as the expected excess loan payment received in a given month as a percentage of the outstanding principal balance at the beginning of the month minus the scheduled principal payment. 135 The following table summarizes the activity related to the fair value of the risk sharing assets (in thousands): Year ended June 30, 2024 Fair value at beginning of period $ — Initial transfers of financial assets 41,669 Subsequent changes in fair value ( 7,785 ) Fair value at end of period $ 33,884 The following table summarizes the activity related to the fair value of the risk sharing liabilities (in thousands): Year ended June 30, 2024 Fair value at beginning of period $ — Subsequent changes in fair value 918 Fair value at end of period $ 918 The following tables present quantitative information about the significant unobservable inputs used for our Level 3 fair value measurement of the risk sharing arrangements as of June 30, 2024: June 30, 2024 Unobservable Input Minimum Maximum Weighted Average (1) Risk sharing assets Discount rate 20.00 % 20.00 % 20.00 % Loss rate 3.00 % 4.69 % 3.66 % Prepayment rate 23.36 % 33.29 % 28.48 % Risk sharing liabilities Discount rate 20.00 % 20.00 % 20.00 % Loss rate 3.25 % 5.29 % 4.28 % (1) Unobservable inputs were weighted by principal balance of loans sold under each cohort 136 The following table summarizes the effect that adverse changes in estimates would have on the fair value of the risk sharing assets and liabilities given hypothetical changes in significant unobservable inputs (in thousands): June 30, 2024 Risk sharing assets Prepayment rate assumption: Prepayment rate increase of 25% $ 572 Prepayment rate increase of 50% $ 1,131 Loss rate assumption: Loss rate increase of 25% $ ( 7,315 ) Loss rate increase of 50% $ ( 14,528 ) Discount rate assumption: Discount rate increase of 25% $ ( 1,211 ) Discount rate increase of 50% $ ( 2,323 ) Risk sharing liabilities Loss rate assumption: Loss rate increase of 25% $ 22,333 Loss rate increase of 50% $ 41,677 Discount rate assumption: Discount rate increase of 25% $ ( 19 ) Discount rate increase of 50% $ ( 37 ) Financial Assets and Liabilities Not Recorded at Fair Value The following table presents the fair value and our assessment of the classification of this measurement within the fair value hierarchy for financial assets and liabilities held at amortized cost as of June 30, 2024 and June 30, 2023 (in thousands): June 30, 2024 Carrying Amount Level 1 Level 2 Level 3 Balance at Fair Value Assets: Loans held for sale (1) $ 36 $ — $ 36 $ — $ 36 Loans held for investment, net 5,360,959 — — 5,616,973 5,616,973 Other assets (1) 43,212 — 43,212 — 43,212 Total assets $ 5,404,207 $ — $ 43,248 $ 5,616,973 $ 5,660,221 Liabilities: Convertible senior notes, net (2) $ 1,341,430 $ — $ 1,124,773 $ — $ 1,124,773 Notes issued by securitization trusts 3,236,873 — — 2,506,929 2,506,929 Funding debt (3) 1,851,699 — — 1,851,685 1,851,685 Total liabilities $ 6,430,002 $ — $ 1,124,773 $ 4,358,614 $ 5,483,387 137 June 30, 2023 Carrying Amount Level 1 Level 2 Level 3 Balance at Fair Value Assets: Loans held for sale (1) $ 76 $ — $ 76 $ — $ 76 Loans held for investment, net 4,198,431 — — 4,397,931 4,397,931 Other assets (1) 9,325 — 9,325 — 9,325 Total assets $ 4,207,832 $ — $ 9,401 $ 4,397,931 $ 4,407,332 Liabilities: Convertible senior notes, net (2) 1,414,208 — 1,053,866 — 1,053,866 Notes issued by securitization trusts 2,165,577 — — 1,748,772 1,748,772 Funding debt (3) 1,775,698 — — 1,777,635 1,777,635 Total liabilities $ 5,355,483 $ — $ 1,053,866 $ 3,526,407 $ 4,580,273 (1) Amortized cost approximates fair value for loans held for sale and other assets. (2) The estimated fair value of the convertible senior notes is determined based on a market approach, using the estimated or actual bids and offers of the notes in an over-the-counter market on the last business day of the period. (3) As of June 30, 2024 and June 30, 2023, debt issuance costs in the amount of $ 14.8 million and $ 10.9 million was included within funding debt. 14. Stockholders’ Equity Common Stock We had shares of common stock reserved for issuance as follows: June 30, 2024 June 30, 2023 Available outstanding under equity compensation plans 47,622,117 52,572,230 Available for future grant under equity compensation plans 43,492,755 37,245,232 Total 91,114,872 89,817,462 The common stock is not redeemable. We have two classes of common stock: Class A common stock and Class B common stock. Each holder of Class A common stock has the right to one vote per share of common stock. Each holder of Class B common stock has the right to 15 votes and can be converted at any time into one share of Class A common stock. Holders of Class A and Class B common stock are entitled to notice of any stockholders’ meeting in accordance with the bylaws of the corporation, and are entitled to vote upon such matters and in such manner as may be provided by law. Subject to the prior rights of holders of all classes of stock at the time outstanding having prior rights as to dividends, the holders of the common stock are entitled to receive, when and as declared by the Board of Directors, out of any assets of the corporation legally available therefore, such dividends as may be declared from time to time by the Board of Directors. Common Stock Warrants Common stock warrants are included as a component of additional paid in capital within the consolidated balance sheets. In November 2021, we granted warrants to purchase 22,000,000 shares of common stock in connection with our commercial agreements with Amazon. 7,000,000 of the warrant shares have an exercise price of $ 0.01 per share and a term of 3.5 years, while the remaining 15,000,000 warrant shares have an exercise price of $ 100 per 138 share and a term of 7.5 years. We valued the warrants at the grant date using the Black-Scholes-Merton option pricing model with the following assumptions: a dividend yield of zero ; years to maturity of 3.5 and 7.5 years, respectively; volatility of 45 %; and a risk-free rate of 0.93 % and 1.47 %, respectively. We recognized an asset of $ 133.5 million associated with the portion of the warrants that were fully vested at the grant date. Refer to Note 6. Balance Sheet Components for more information on the asset and related amortization during the period. The remaining grant-date fair value of the warrants will be recognized within our consolidated statements of operations and comprehensive loss as a component of sales and marketing expense as the warrants vest, based upon Amazon’s satisfaction of the vesting conditions. During the years ended June 30, 2024, 2023, and 2022, a total of $ 439.6 million, $ 463.3 million, and $ 281.0 million, respectively, was recognized within sales and marketing expense which included $ 32.9 million, $ 41.4 million, and $ 26.3 million, respectively, in amortization expense of the commercial agreement asset, and $ 406.7 million, $ 421.9 million, and $ 254.7 million, respectively, in expense based upon the grant-date fair value of the warrant shares that vested. The following table summarizes the warrants activity during the year ended June 30, 2024: Number of Shares Weighted Average Exercise Price ($) Weighted Average Remaining Life (years) Warrants outstanding, June 30, 2023 22,000,000 $ 68.19 4.60 Granted — — 0.00 Exercised — — 0.00 Cancelled — — 0.00 Warrants outstanding, June 30, 2024 22,000,000 $ 68.19 3.60 Warrants exercisable, June 30, 2024 11,265,803 $ 44.24 2.60 There were no warrants granted during the year ended June 30, 2023, and the weighted-average grant date fair values of warrants granted during the year ended June 30, 2022 was $ 94.20 . On June 30, 2024, the weighted-average grant date fair values for outstanding warrants and exercisable warrants were $ 94.20 and $ 108.01 , respectively. 15. E quity Incentive Plans 2012 Stock Plan Under our Amended and Restated 2012 Stock Plan (the “Plan”), we may grant incentive and nonqualified stock options, restricted stock, and restricted stock units (“RSUs”) to employees, officers, directors, and consultants. As of June 30, 2024, the maximum number of shares of common stock which may be issued under the Plan is 161,051,508 Class A shares. As of June 30, 2024 and June 30, 2023, there were 43,492,755 and 37,245,232 shares of Class A common stock, respectively, available for future grants under the Plan. Stock Options For stock options granted before our IPO in January 2021, the minimum expiration period is seven years after termination of employment or 10 years from the date of grant. For stock options granted after our IPO, the minimum expiration period is three months after termination of employment or 10 years from the date of grant. Stock options generally vest over a period of four years or with 25 % vesting on the 12 month anniversary of the vesting commencement date, and the remainder vesting on a pro-rata basis each month over the next three years . 139 The following table summarizes our stock option activity for the year ended June 30, 2024: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Balance as of June 30, 2023 18,505,138 $ 14.34 6.07 Granted 1,829,168 23.70 Exercised ( 2,829,386 ) 8.17 Forfeited, expired or cancelled ( 710,223 ) 27.60 Balance as of June 30, 2024 16,794,697 15.84 5.63 Vested and exercisable, June 30, 2024 13,468,462 $ 13.25 4.91 $ 258,003 Vested and exercisable, and expected to vest thereafter (1) June 30, 2024 16,667,306 $ 15.76 5.61 $ 280,682 (1) Options expected to vest reflect the application of an estimated forfeiture rate. The weighted-average grant date fair value of employee options granted for the years ended June 30, 2024, 2023, and 2022, was $ 16.37 , $ 10.92 , and $ 13.29 , respectively. The aggregate intrinsic value of options exercised was approximately $ 79.0 million, $ 12.6 million, and $ 1.4 billion for the years ended June 30, 2024, 2023, and 2022, respectively. The total fair value of stock options vested during the years ended June 30, 2024, 2023, and 2022 was $ 24.3 million, $ 39.5 million, and $ 30.3 million, respectively. The fair value of each option on the date of grant is determined using the Black Scholes-Merton option pricing model using the single-option award approach with the weighted-average assumptions set forth in the table below. Volatility is based on historical volatility rates obtained from certain public companies that operate in the same or related business as us since there is a limited period of historical market data for our common stock. The risk-free interest rate is determined using a U.S. Treasury rate for the period that coincides with the expected term set forth. We used the simplified method to determine an estimate of the expected term of an employee share option. Year ended June 30, 2024 2023 2022 Volatility 75 % 59 % 54 % Risk-free interest rate 4.21 % - 4.36 % 2.88 % - 3.87 % 1.47 % - 3.01 % Expected term (in years) 6.05 6.04 5.56 Expected dividend yield — — — As of June 30, 2024, unrecognized compensation expense related to unvested stock options was approximately $ 37.3 million, which is expected to be recognized over a remaining weighted-average period of 2.5 years. Value Creation Award In November 2020, the Company ’ s Board of Directors approved a long-term, multi-year performance-based stock option grant providing Mr. Levchin with the opportunity to earn the right to purchase up to 12,500,000 shares of the Company ’ s Class A common stock (the “Value Creation Award”). As discussed below, the Value Creation Award will only be earned, if at all, in the event the price of our Class A common stock attains stock price hurdles that are significantly in excess of the Company's IPO price per share, over a period of five years , subject to Mr. Levchin’s continued service to the Company. 140 The Value Creation Award is divided into ten tranches, each of which Mr. Levchin may earn by satisfying a performance condition within a five-year period following the IPO. The performance condition for each tranche will be satisfied on the date the 90 average trading day volume weighted share price of the Company’s Class A common stock exceeds certain specified stock price hurdles, presented in the table below, which were determined based on a target percentage of share price appreciation from the IPO price. Once earned as a result of satisfying the performance condition, the options will vest and become exercisable over a five-year period that commenced at the time of the IPO, subject to Mr. Levchin’s continued service to the Company, in annual amounts equal to 15 %, 15 %, 20 %, 25 % and 25 %, respectively. The per share exercise price of the Value Creation Award is $ 49.00 , the price to the public in the IPO. Tranche Stock Price Hurdle Number of Options 1 $ 65.66 1,000,000 2 $ 82.32 1,000,000 3 $ 98.98 1,000,000 4 $ 115.64 1,000,000 5 $ 132.30 1,000,000 6 $ 148.47 1,000,000 7 $ 165.13 1,000,000 8 $ 181.79 1,000,000 9 $ 247.94 2,250,000 10 $ 371.91 2,250,000 Total 12,500,000 We recognize stock-based compensation on these awards based on the grant date fair value using an accelerated attribution method over the requisite service period, and only if performance-based conditions are considered probable of being satisfied. During the years ended June 30, 2024, 2023, and 2022, we incurred stock-based compensation expense of $ 64.6 million, $ 94.6 million, and $ 140.7 million, respectively, associated with the Value Creation Award as a component of general and administrative expense within the consolidated statements of operations and comprehensive loss. Based on achievement of the stock price hurdles and time-based service conditions, 250,000 shares vested during the year ended June 30, 2024, bringing the total shares vested to 4,000,000 . As of June 30, 2024, none of these awards have been exercised. As of June 30, 2024, unrecognized compensation expense related to the Value Creation Award was approximately $ 48.3 million, which is expected to be recognized over a remaining weighted-average period of 1.5 years. Restricted Stock Units RSUs granted prior to the IPO were subject to two vesting conditions: a service-based vesting condition (i.e., employment over a period of time) and a performance-based vesting condition (i.e., a liquidity event in the form of either a change of control or an initial public offering, each as defined in the Plan), both of which must be met in order to vest. The performance-based condition was met upon the IPO. We record stock-based compensation expense for those RSUs on an accelerated attribution method over the requisite service period, which is generally four years . RSUs granted after IPO are subject to a service-based vesting condition. We record stock-based compensation expense for service-based RSUs on a straight-line basis over the requisite service period, which is generally one to four years . 141 The following table summarizes our RSU activity during the year ended June 30, 2024: Number of Shares Weighted Average Grant Date Fair Value Non-vested at June 30, 2023 21,653,196 $ 26.99 Granted 16,404,933 27.31 Vested ( 17,024,233 ) 26.49 Forfeited, expired or cancelled ( 2,706,476 ) 27.43 Non-vested at June 30, 2024 18,327,420 $ 27.68 As of June 30, 2024, unrecognized compensation expense related to unvested RSUs was approximately $ 475.7 million, which is expected to be recognized over a remaining weighted-average period of 1.9 years. 2020 Employee Stock Purchase Plan On November 18, 2020, our Board of Directors adopted and approved the 2020 Employee Stock Purchase Plan (“ESPP”). The purpose of the ESPP is to secure the services of new employees, to retain the services of existing employees and to provide incentives for such individuals to exert maximum effort towards the success of the Company and that of its affiliates. A total of 13.2 million shares of Class A common stock are reserved and available for issuance under the ESPP and 1.7 million shares have been issued as of June 30, 2024. The ESPP provides for six-month offering periods beginning December 1 and June 1 of each year. At the end of each offering period, shares of our Class A common stock are purchased on behalf of each ESPP participant at a price per share equal to 85 % of the lesser of (1) the fair market value of the Class A common stock on first day of the offering period (the grant date) or (2) the fair market value of the Class A common stock on the last day of the offering period (the purchase date). We use the Black-Scholes-Merton option pricing model to measure the fair value of the purchase rights issued under the ESPP at the first day of the offering period, which represents the grant date. We record stock-based compensation expense on a straight-line basis over each six-month offering period, the requisite service period of the award. Stock-Based Compensation Expense The following table presents the components and classification of stock-based compensation (in thousands): Year ended June 30, 2024 2023 2022 General and administrative $ 228,334 $ 239,923 $ 248,797 Technology and data analytics 96,596 181,396 116,531 Sales and marketing 16,374 25,914 23,224 Processing and servicing 3,207 4,476 2,431 Total stock-based compensation in operating expenses 344,511 451,709 390,983 Capitalized into property, equipment and software, net 126,510 80,108 54,542 Total stock-based compensation $ 471,021 $ 531,817 $ 445,525 142 Table of Contents 16. Restructuring and other During the year ended June 30, 2024, we incurred exit and disposal costs in connection with certain actions we have taken to manage our operating expenses in response to the current macroeconomic conditions and ongoing business prioritization efforts. In February 2023, we committed to a restructuring plan (the “February 2023 Plan”) that included reducing our workforce and vacating a portion of our San Francisco office. As of June 30, 2024, the February 2023 Plan is completed and we do not expect future costs or payments related to the plan. Exit and disposal costs were $ 6.8 million for the year ended June 30, 2024. Exit and disposal costs were $ 35.9 million for the year ended June 30, 2023, primarily relating to the February 2023 Plan. Our restructuring accrual activity for the year ended June 30, 2024 is summarized as follows (in thousands): 2023 Restructuring Plan Other Exit and Disposal Activities (1) Accrued restructuring costs, June 30, 2023 $ 308 $ 2,116 Additions 210 6,829 Cash paid ( 378 ) ( 8,521 ) Adjustments ( 140 ) ( 155 ) Accrued restructuring costs, June 30, 2024 $ — $ 269 (1) Includes employee severance pay and related costs, contract cancellation charges, among other items, related to other exit and disposal activities 17. Income Taxes The U.S. and foreign components of income (loss) before income taxes for the years ended June 30, 2024, 2023, and 2022 are as follows (in thousands): Year Ended June 30, 2024 2023 2022 U.S. $ ( 518,093 ) $ ( 974,074 ) $ ( 780,699 ) Foreign 2,566 ( 15,171 ) 55,868 Total loss before income taxes $ ( 515,527 ) $ ( 989,245 ) $ ( 724,831 ) 143 Table of Contents Income tax expense (benefit) for the years ended June 30, 2024, 2023, and 2022 is summarized as follows (in thousands): Year Ended June 30, 2024 2023 2022 Current State $ 1,442 $ 759 $ 145 Foreign 392 408 230 Total current expense $ 1,834 $ 1,167 $ 375 Deferred Federal $ 139 $ 137 $ 113 State 333 249 281 Foreign ( 76 ) ( 5,453 ) ( 18,183 ) Total deferred expense 396 ( 5,067 ) ( 17,789 ) Income tax (benefit) expense $ 2,230 $ ( 3,900 ) $ ( 17,414 ) The income tax expense for the year ended June 30, 2024 was primarily attributable to various U.S state and foreign income taxes and the tax amortization of certain intangibles, while the income tax benefits for the years ended June 30, 2023 and June 30, 2022 were primarily attributable to deferred taxes recognized by certain foreign subsidiaries and partially offset by various U.S. state and other foreign income taxes. The following is a reconciliation of the U.S. statutory federal income tax rate to our effective tax rate for the years ended June 30, 2024, 2023, and 2022: Year Ended June 30, 2024 2023 2022 U.S. statutory federal income tax rate 21.0 % 21.0 % 21.0 % State and local income taxes, net of federal tax benefit 8.9 % 7.7 % 8.3 % Foreign rate differential ( 0.1 ) % 0.1 % ( 0.4 ) % Stock-based compensation ( 5.1 ) % ( 14.9 ) % 64.0 % Non-deductible compensation expense ( 5.6 ) % ( 2.2 ) % ( 12.4 ) % Tax benefit related to tax credits, net 4.3 % 0.9 % 15.4 % Impact of change in fair value of contingent consideration — % 0.2 % 3.3 % Change in unrecognized tax benefits ( 1.7 ) % ( 0.4 ) % ( 6.2 ) % Other — % ( 0.1 ) % 0.2 % Change in valuation allowance ( 22.1 ) % ( 11.9 ) % ( 90.8 ) % Effective income tax rate ( 0.4 ) % 0.4 % 2.4 % 144 Table of Contents Significant components of deferred tax assets and liabilities are as follows (in thousands): Year Ended June 30, 2024 2023 Net operating loss carryforwards $ 1,071,737 $ 1,070,325 Allowance for credit losses 97,400 65,699 Stock-based compensation 23,182 45,974 Stock warrants 100,369 50,097 Operating lease liabilities 11,457 15,253 Capitalized R&E including internally developed software 6,977 — Tax credit carryforwards 88,190 74,589 Other 22,216 10,653 Total deferred tax assets $ 1,421,528 $ 1,332,590 Capitalized R&E including internally developed software — ( 21,304 ) Right-of-use lease assets ( 6,330 ) ( 8,751 ) Other ( 3,921 ) ( 2,670 ) Total deferred tax liabilities $ ( 10,251 ) $ ( 32,725 ) Valuation allowance ( 1,392,205 ) ( 1,280,216 ) Deferred tax assets (liabilities), net of valuation allowance $ 19,072 $ 19,649 We continue to recognize a full valuation allowance against our U.S. federal and state and certain foreign net deferred tax assets. This determination was based on the assessment of the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to utilize the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred by the Company for the years ended June 30, 2024, 2023, and 2022. The presence of a three-year cumulative loss limits the ability to consider other subjective evidence, such as our expectations of future taxable income and projections for growth. The valuation allowance increased by $ 111.4 million during the year ended June 30, 2024. As of June 30, 2024, we had pretax U.S. federal net operating loss ("NOL") carryforwards of approximately $ 3.3 billion, state NOL carryforwards of $ 4.8 billion, Canadian NOL carryforwards of $ 52.0 million, and U.K. NOL carryforwards of $ 20.0 million. If not utilized, certain U.S. federal and state NOL carryforwards will begin to expire in 2029, whereas others have an unlimited carryforward period, and foreign NOL carryforwards will begin to expire in 2040, with others that have an unlimited carryforward period as well. Additionally, as of June 30, 2024, we also had U.S. federal and state research and development tax credit carryforwards of $ 102.0 million and $ 51.8 million, respectively. The U.S. federal research and development tax credit carryforwards will begin to expire in 2041 while the state research and development tax credits may be carried forward indefinitely. As of June 30, 2024, the Company also had other state tax credit carryforwards of $ 3.1 million, which will begin to expire in 2025 if not utilized. Of the above NOL carryforwards, approximately $ 39.8 million pretax U.S. federal NOL carryforwards and $ 35.0 million state NOL carryforwards are from domestic acquisitions, which may be subject to an annual utilization limitation under Internal Revenue Code Section 382. The future utilization of all domestic NOL and tax credit carryforwards may be subject to an annual limitation, pursuant to Internal Revenue Code Sections 382 and 383 and similar state provisions, due to ownership changes that may have occurred previously or that could occur in the future. Any limitation may result in the expiration of all or a portion of the NOL carryforwards before utilization. 145 Table of Contents The Company accounts for uncertainties in income taxes in accordance with ASC 740, Income Taxes (“ASC 740”) . The following table provides a reconciliation of the beginning and ending amounts of gross unrecognized tax benefits (in thousands): Year ended June 30, 2024 2023 2022 Beginning balance $ 51,850 $ 47,867 $ — Gross increase for tax positions related to the current year 8,931 5,828 28,407 Gross increase for tax positions related to prior years 733 — 19,460 Gross decrease for tax positions related to prior years — ( 1,845 ) — Ending balance $ 61,514 $ 51,850 $ 47,867 As of June 30, 2024, the Company had no unrecognized tax benefits related to uncertain tax positions that, if recognized, would impact the effective tax rate. The Company does not expect the total amount of unrecognized tax benefits to significantly increase or decrease within the next twelve months. Interest and penalties on unrecognized tax benefits are recorded as a component of tax expense. During the years ended June 30, 2024, 2023, and 2022, we did not recognize accrued interest and penalties related to unrecognized tax benefits. We file U.S. federal and state income tax returns as well as various foreign income tax returns with varying statutes of limitation. With respect to the Company’s major tax filings, all tax years remain open to examination due to the carryover of unused net operating losses. 146 Table of Contents 18. Net Loss per Share Attributable to Common Stockholders The following table presents basic and diluted net loss per share attributable to common stockholders for Class A and Class B common stock (in thousands, except share and per share data): Year ended June 30, 2024 2023 2022 Class A Class B Class A Class B Class A Class B Numerator: Net loss $ ( 430,789 ) $ ( 86,968 ) $ ( 785,080 ) $ ( 200,265 ) $ ( 536,654 ) $ ( 170,763 ) Net loss attributable to common stockholders - basic and diluted $ ( 430,789 ) $ ( 86,968 ) $ ( 785,080 ) $ ( 200,265 ) $ ( 536,654 ) $ ( 170,763 ) Denominator: Weighted average shares of common stock - basic 257,810,094 52,047,035 235,316,821 60,026,645 213,703,749 68,000,292 Weighted average shares of common stock - diluted 257,810,094 52,047,035 235,316,821 60,026,645 213,703,749 68,000,292 Net loss per share: Basic $ ( 1.67 ) $ ( 1.67 ) $ ( 3.34 ) $ ( 3.34 ) $ ( 2.51 ) $ ( 2.51 ) Diluted $ ( 1.67 ) $ ( 1.67 ) $ ( 3.34 ) $ ( 3.34 ) $ ( 2.51 ) $ ( 2.51 ) The following common stock equivalents, presented based on amounts outstanding, were excluded from the calculation of diluted net loss per share attributable to common stockholders because their inclusion would have been anti-dilutive: Year ended June 30, 2024 2023 2022 Stock options, including early exercise of options 16,794,697 18,505,138 18,922,009 Restricted stock units 18,327,420 21,653,196 21,387,592 Common stock warrants 5,700,587 5,859,226 5,817,203 Employee stock purchase plan shares 216,846 485,465 614,659 Total 41,039,550 46,503,025 46,741,463 19. Segments and Geographical Information We conduct our operations through a single operating segment and, therefore, one reportable segment. Revenue Revenue by geography is based on the billing addresses of the borrower or the location of the merchant’s national headquarters. The following table sets forth revenue by geographic area (in thousands): Year ended June 30, 2024 2023 2022 United States $ 2,225,605 $ 1,540,044 $ 1,304,304 Canada 97,394 47,423 44,852 Other — 518 136 Total $ 2,322,999 $ 1,587,985 $ 1,349,292 147 Table of Contents Long-Lived Assets The following table summarizes our long-lived assets, which consists of property, equipment and software, net and operating lease right-of-use assets, by geographic area (in thousands): Year ended June 30, 2024 2023 United States $ 447,287 $ 317,354 Canada 1,811 2,488 Other 451 463 Total $ 449,549 $ 320,306 20. Subsequent Events Subsequent to June 30, 2024 through the date the consolidated financial statements were filed with the SEC, we paid $ 120.1 million in cash for the repurchase of $ 140.5 million aggregate principal amount of our 2026 Notes under the December 2023 authorization. The carrying amount of the extinguished 2026 Notes was approximately $ 139.7 million resulting in a $ 19.6 million gain on early extinguishment of debt. The repurchased 2026 Notes were received and canceled. 148 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.