Max Levchin sells 651,713 AFRM shares under 10b5-1; 4M options vested
Rhea-AI Filing Summary
Max Levchin, Affirm Holdings, Inc. director, CEO and 10% owner, reported multiple transactions dated 09/22/2025 under a Rule 10b5-1 trading plan adopted March 17, 2025. The report shows the acquisition of 651,713 Class A shares via a performance-based award (conversion/exercise price $49) and several cash sales totaling 651,713 shares sold across price ranges from about $87.75 to $91.02, leaving 465,881, 206,176, 3,594, and 0 shares reported after respective transactions by line. He also reports indirect ownership of 735,294 Class A shares held by the Levchin 2012 Irrevocable Trust and states that 4,000,000 stock options from the Value Creation Award have been earned and vested as of the transaction date.
Positive
- Transactions executed under a Rule 10b5-1 plan, indicating preplanned trading and procedural compliance
- Disclosure that 4,000,000 stock options from the Value Creation Award have been earned and vested as of the transaction date
- Clear disclosure of indirect trust holdings (735,294 shares) with a disclaimer of voting/investment power
Negative
- Substantial share sales totaling 651,713 shares by a founder/insider, which may reduce his direct economic stake
- Weighted-average sale prices disclose liquidity taken in the $87.75–$91.02 range, potentially signaling partial monetization of holdings
Insights
TL;DR: Insider sold shares under a pre-established 10b5-1 plan while recognizing vested performance options, a routine but material ownership update.
The filing documents planned sales executed under a Rule 10b5-1 plan and the reporting of earned and vested portions of a multi-year performance-based option award. The sales were executed in tranches across a modest price range ($87.75–$91.02 weighted ranges disclosed). Simultaneously, the reporting person records the acquisition/recognition of 651,713 underlying shares tied to a performance award with a $49 conversion/exercise price and notes 4,000,000 options earned and vested. For investors, this clarifies executive liquidity actions and outstanding option economics without suggesting ad-hoc insider timing.
TL;DR: Transactions appear to follow pre-established governance processes; disclosure lists indirect trust holdings and vesting status of award.
The Form 4 indicates the reporting person acted pursuant to an established 10b5-1 plan (adopted March 17, 2025), which supports procedural compliance for insider transactions. The report discloses indirect beneficial ownership through an irrevocable trust and includes a customary disclaimer about voting/investment power. It also details the structure and vesting/forfeiture mechanics of the Value Creation Award and quantifies earned/vested options (4,000,000). Overall, the filing provides transparent governance-related disclosure of ownership changes and incentive realization.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance Based Stock Options | 651,713 | $0.00 | -- |
| Exercise | Class A Common Stock | 651,713 | $49.00 | $31.93M |
| Sale | Class A Common Stock | 185,832 | $88.46 | $16.44M |
| Sale | Class A Common Stock | 259,705 | $89.23 | $23.17M |
| Sale | Class A Common Stock | 202,582 | $90.02 | $18.24M |
| Sale | Class A Common Stock | 3,594 | $90.98 | $327K |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (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. Represents the weighted average sale price of the shares sold from $87.75 to $88.7493 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. Represents the weighted average sale price of the shares sold from $88.75 to $89.745 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. Represents the weighted average sale price of the shares sold from $89.75 to $90.71 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. Represents the weighted average sale price of the shares sold from $90.825 to $91.02 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. 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. 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 September 22, 2025, the Reporting Person has earned 4,000,000 stock options, all of which have vested.
