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[Form 4] Affirm Holdings, Inc. Insider Trading Activity

Filing Impact
(High)
Filing Sentiment
(Very Negative)
Form Type
4
Rhea-AI Filing Summary

Max Levchin, Affirm Holdings CEO and director, reported transactions on 08/28/2025 executed under a Rule 10b5-1 plan adopted March 17, 2025. He acquired 499,223 Class A shares at an exercise price of $49 per share (transaction code M) related to vested performance-based options, and sold 499,223 Class A shares the same day at a weighted average price of $80.17 per share (transaction code S). After these transactions, Levchin reports 0 direct Class A shares held and 735,294 shares indirectly via the Levchin 2012 Irrevocable Trust; he also holds 11,818,381 options/derivatives and has earned 4,000,000 vested options under his Value Creation Award.

Positive
  • Transactions executed pursuant to a Rule 10b5-1 plan, which provides pre-authorized, documented timing for the trades
  • Exercise price of $49 and weighted average sale price of $80.17 indicate a realized spread on the shares transacted
  • Substantial remaining indirect and derivative holdings (735,294 indirect shares and 11,818,381 options) retain continued economic interest
Negative
  • Direct Class A shareholding reduced to 0 following the reported sale of 499,223 shares
  • Large insider sale (499,223 shares) may be perceived negatively by some investors despite plan-based execution

Insights

TL;DR: CEO exercised vested options and sold the same number of shares under a 10b5-1 plan, leaving no direct Class A shares.

These transactions are consistent with a pre-established trading plan, indicating routine liquidity-taking rather than an unscheduled disposition. The reporting shows exercise at $49 and sale at a weighted average of $80.17, which realizes a material per-share spread. Direct ownership of the disposed shares is reduced to zero, while substantial derivative and indirect holdings remain, preserving ongoing economic exposure.

TL;DR: Transactions were executed under a Rule 10b5-1 plan and reflect planned option monetization by a senior insider.

The filing notes the Value Creation Award structure, earned tranches, and vesting mechanics; the reporter earned 4,000,000 options and exercised a portion consistent with exercisable awards. Use of a documented 10b5-1 plan reduces insider-trading compliance risk and provides disclosure clarity for shareholders about timing and authorization of the trades.

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Levchin Max R

(Last) (First) (Middle)
C/O AFFIRM HOLDINGS, INC.
650 CALIFORNIA STREET

(Street)
SAN FRANCISCO CA 94108

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Affirm Holdings, Inc. [ AFRM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 08/28/2025 M 499,223(1) A $49 499,223 D
Class A Common Stock 08/28/2025 S 499,223(1) D $80.17(2) 0 D
Class A Common Stock 735,294 I By Levchin 2012 Irrevocable Trust(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Based Stock Options $49 08/28/2025 M 499,223(1) (4) 01/12/2031(4) Class A Common Stock 499,223 $0 11,818,381 D
Explanation of Responses:
1. The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 17, 2025.
2. Represents the weighted average sale price of the shares sold from $80.00 to $80.52 per share. The Reporting Person will provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
3. As joint settlors of the Levchin 2012 Irrevocable Trust, the Reporting Person and his spouse jointly have the right to acquire the shares held by the trust but do not have voting or investment power over such shares. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
4. The Reporting Person was granted a multi-year performance-based stock option (the "Value Creation Award") on January 12, 2021. The Value Creation Award is divided into ten tranches which the Reporting Person may earn by satisfying a performance condition within a five-year period from the date of grant, subject to the Reporting Person's continued service to the Issuer. The earned tranches of the Value Creation Award becomes vested and exercisable upon the satisfaction of a time condition. Any portion of the Value Creation Award that has not been earned by the fifth anniversary of the grant date will be forfeited. As of August 28, 2025, the Reporting Person has earned 4,000,000 stock options, all of which have vested.
Remarks:
/s/ Josh Samples, Attorney-in-Fact 08/29/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Max Levchin (AFRM) report on Form 4 dated 08/28/2025?

The filing shows Levchin acquired 499,223 Class A shares at $49 (exercise) and sold 499,223 Class A shares at a weighted average price of $80.17, executed under a Rule 10b5-1 plan.

Were the trades executed under a trading plan for AFRM insider?

Yes. The transactions were effected pursuant to a Rule 10b5-1 trading plan adopted March 17, 2025.

How many shares does Levchin still beneficially own after these transactions?

The report shows 0 direct Class A shares and 735,294 indirect shares via the Levchin 2012 Irrevocable Trust, plus 11,818,381 options/derivatives.

What is the nature of the exercised award mentioned in the AFRM Form 4?

The filing references a multi-year, performance-based stock option (Value Creation Award) granted Jan 12, 2021; as of Aug 28, 2025, the reporting person has earned 4,000,000 stock options, all vested.

Does the filing disclose the sale price range for the sold shares?

Yes. The weighted average sale price is $80.17, and the filing states sales ranged from $80.00 to $80.52 per share.
Affirm Holdings, Inc.

NASDAQ:AFRM

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22.74B
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5.32%
Software - Infrastructure
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United States
SAN FRANCISCO