Item 5. Other Information
Item 5. Other Information
(a) Entry into a Material Definitive Agreement
On February 5, 2025, the Company issued to Amazon.com Services LLC (“Amazon Services”) a replacement warrant to purchase up to an aggregate of 4,839,130 shares (the “Unexercised Warrant Shares”) of Class A common stock, $0.00001 par value per share (“Class A common stock”), of the Company at an exercise price of $0.01 per share (the “Replacement First Warrant”). The Replacement First Warrant replaces and succeeds the unexercised portion of that certain warrant (the “First Warrant”) to purchase up to an aggregate of 7,000,000 shares of Class A common stock at an exercise price of $0.01 per share, which was issued on November 10, 2021, pursuant to a Transaction Agreement between the Company and Amazon Services. As to the Unexercised Warrant Shares, the terms of the Replacement First Warrant are substantially the same as the terms of the First Warrant, which terms were described in a Form 8-K filed by the Company on November 10, 2021, except that the Replacement First Warrant extends the expiration date from May 9, 2025 to May 9, 2029 for 3,500,000 Unexercised Warrant Shares, with the expiration date as to the remaining 1,339,130 Unexercised Warrant Shares continuing to be May 9, 2025.
The foregoing includes only a brief description of the material terms of the Replacement First Warrant and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such description is qualified in its entirety by reference to the full text of the Replacement First Warrant, which is attached as Exhibit 4.3 to this Quarterly Report on Form 10-Q and incorporated by reference herein.
Unregistered Sales of Equity Securities
The information provided under “Entry into a Material Definitive Agreement” above with respect to the issuance of the Replacement First Warrant is incorporated by reference herein.
(c) Rule 10b5-1 Trading Plans
During the three months ended December 31, 2024, the following directors and officers of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, as follows:
On December 6, 2024 , Katherine Adkins , our Chief Legal Officer and Chief Compliance Officer, adopted a Rule 10b5-1 trading arrangement providing for the sale of the Company's Class A common stock (a “Rule 10b5-1 Trading Plan”) that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c). Ms. Adkins’ Rule 10b5-1 Trading Plan provides for the exercise of up to 161,065 employee stock options and the sale of the underlying shares of our Class A common stock pursuant to one or more limit orders from March 7, 2025 until August 29, 2025 , or earlier if all transactions under the trading arrangement are completed.
On December 6, 2024 , Rob O’Hare , our Chief Financial Officer , adopted a Rule 10b5-1 Trading Plan. Mr. O’Hare’s Rule 10b5-1 Trading Plan provides for the exercise of up to 109,296 employee stock options and the sale of the underlying shares of our Class A common stock pursuant to one or more limit orders, plus a portion of any additional shares of our Class A common stock to be received upon the vesting of RSUs to occur on various dates within the duration of the trading arrangement, from March 7, 2025 until September 30, 2025 , or earlier if all transactions under the trading arrangement are completed.
On December 8, 2024 , Libor Michalek , our President , adopted a Rule 10b5-1 Trading Plan. Mr. Michalek’s Rule 10b5-1 Trading Plan provides for the exercise of up to 200,000 employee stock options and the sale of the underlying shares of our Class A common stock pursuant to one or more limit orders from March 9,
2025 until March 31, 2026 , or earlier if all transactions under the trading arrangement are completed.
On December 8, 2024 , Siphelele Jiyane , our Chief Accounting Officer , adopted a Rule 10b5-1 Trading Plan. Ms. Jiyane’s Rule 10b5-1 Trading Plan provides for the sale of up to 126,006 shares of our Class A common
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stock, including the sale of underlying shares upon the exercise of employee stock options, pursuant to one or more limit orders from March 9, 2025 until August 29, 2025 , or earlier if all transactions under the trading arrangement are completed.
No other directors or officers, as defined in Rule 16a-1(f), adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the three months ended December 31, 2024.
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Item 6. Exhibits
Incorporated by Reference
Exhibit Number
Description
Form
File No.
Exhibit
Filing Date
Filed Herewith
4.1 Indenture, dated December 20, 2024, between the Company and Wilmington Trust, National Association, as trustee.
8-K
001-39888
4.1 December 20, 2024
4.2 Form of 0.75% Convertible Senior Note due 2029 (included in Exhibit 4.1).
8-K
001-39888
4.1 December 20, 2024
4.3 Replacement Warrant to Purchase Class A Common Stock of Affirm Holdings, Inc., by and between Affirm Holdings, Inc. and Amazon.com Services LLC, dated as of February 5 , 202 5 *
X
10.1 Amendment No. 3 to Revolving Credit Agreement, dated December 16, 2024, between Affirm, Inc., Affirm Holdings, Inc., certain lenders identified therein, and Barclays Bank PLC
X
10.2 Amendment 1 to Amended and Restated Customer Installment Program Agreement, dated October 10, 2024, by and between Shopify Inc. and Affirm, Inc.*
X
10.3 Amendment 2 to Amended and Restated Customer Installment Program Agreement, dated November 12, 2024, by and between Shopify Inc. and Affirm, Inc.*
X
10.4 Amendment 3 to Amended and Restated Customer Installment Program Agreement, dated December 18, 2024, by and between Shopify Inc. and Affirm, Inc.*
X
10.5 Fourth Amendment to Amended and Restated Installment Financing Services Agreement, dated as of October 25, 2024, by and between Affirm, Inc., Amazon.com Services LLC and Amazon Payments, Inc.*
X
31.1
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
32.1
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
32.2
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
101.INS
XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
X
101.SCH
Inline XBRL Taxonomy Extension Schema Document
X
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
X
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
X
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
X
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
X
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) X
* Portions of the exhibit have been omitted as the Company has determined that: (i) the omitted information is not material; and (ii) the Company customarily and actually treats the omitted information as private or confidential.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized,
AFFIRM HOLDINGS, INC.
Date: February 6, 2025
By: /s/ Max Levchin
Max Levchin
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Rob O’Hare
Rob O’Hare
Chief Financial Officer
(Principal Financial Officer)
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