[144] Affirm Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

Form 144 notice reports a proposed sale of 31,423 shares of common stock through Morgan Stanley Smith Barney with an aggregate market value of $2,779,678.58 and approximately 284,917,717 shares outstanding. The shares to be sold were acquired on 09/02/2025 (20,091 shares via exercise of stock options) and 09/01/2025 (11,332 shares as restricted stock units), with cash used to pay for the option exercise. The filing also discloses three 10b5-1 sales by the same person during the past three months totaling 109,007 shares and gross proceeds of approximately $8,129,352.42. The filer affirms no undisclosed material adverse information and notes reliance on 10b5-1 sale instructions where applicable.

Positive

• Full disclosure of acquisition method for shares to be sold (option exercise and RSUs)
• Broker and market details provided, including broker name and exchange (NASDAQ)
• Past 10b5-1 sales disclosed, showing transparency about recent insider transactions

Negative

• Insider sold 109,007 shares in past three months generating approximately $8,129,352.42 in gross proceeds, which may attract investor attention

Insights

Securities Analyst

TL;DR: Routine insider sale disclosure; volume modest relative to shares outstanding but notable recent executed 10b5-1 sales totaling $8.13M.

The filing is a standard Form 144 notifying the market of an intended disposition of 31,423 common shares through a broker, with clear sourcing shown: 20,091 shares from option exercise and 11,332 RSUs. The three prior 10b5-1 sales in the past three months (total 109,007 shares, gross proceeds ~$8.13M) are relevant for assessing insider selling activity. Given the issuer's reported outstanding share count (≈284.9M), the proposed sale itself is small in percentage terms, suggesting limited direct dilution or governance impact. Investors should view this as disclosure of insider liquidity rather than a company operational signal.

Corporate Governance Expert

TL;DR: Disclosure aligns with Rule 144 requirements and includes 10b5-1 sale history, supporting compliance and transparency.

The form provides required details about the broker, acquisition method, and past sales, and includes the filer’s representation about absence of undisclosed material information. Reporting both the option exercise and RSU issuance dates and the cash payment for the option exercise strengthens traceability of acquisition-to-sale chain. The presence of recent 10b5-1 transactions indicates pre-arranged trading plans were used for prior sales, which is typical governance practice to mitigate insider trading concerns. Overall, documentation appears procedurally complete for a Rule 144 notice.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	31423	2779678.58	284917717	09/02/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	09/02/2025	Exercise of Stock Options	Issuer			20091	09/02/2025	Cash
Common	09/01/2025	Restricted Stock Units	Issuer			11332	09/01/2025	N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
10b5-1 Sales for ROBERT WARREN OHARE 650 California Street San Francisco CA 94108	Common	08/22/2025	77800	6231243.18
10b5-1 Sales for ROBERT WARREN OHARE 650 California Street San Francisco CA 94108	Common	08/18/2025	11405	912400.00
10b5-1 Sales for ROBERT WARREN OHARE 650 California Street San Francisco CA 94108	Common	07/07/2025	19802	1386709.24

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Form 144 for AFRM disclose about the proposed sale?

The form notifies a proposed sale of 31,423 common shares via Morgan Stanley with an aggregate market value of $2,779,678.58.

How were the shares being sold acquired?

The shares were acquired on 09/02/2025 by exercise of stock options (20,091 shares) and on 09/01/2025 as restricted stock units (11,332 shares); the option exercise was paid in cash.

Has the filer sold other AFRM shares recently?

Yes. The filing lists three 10b5-1 sales on 08/22/2025, 08/18/2025, and 07/07/2025 totaling 109,007 shares and gross proceeds of about $8,129,352.42.

Which broker and exchange are involved in this proposed sale?

The broker listed is Morgan Stanley Smith Barney LLC and the exchange named is NASDAQ.

How many shares outstanding does the filing report?

The filing reports approximately 284,917,717 shares outstanding for the issuer.