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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, CEO and director of Affirm Holdings, reported transactions on Form 4 showing he sold 167,443 shares of Class A common stock on 08/22/2025 at a weighted average price of $80.10 per share under a Rule 10b5-1 trading plan adopted March 17, 2025. The sale reduced his direct holdings of the reported tranche to 0 shares, while he continues to be listed as an indirect holder of 735,294 shares through the Levchin 2012 Irrevocable Trust. The filing also discloses that Levchin has 4,000,000 earned and vested performance-based stock options from a 2021 grant, and total beneficial ownership reported after transactions is 12,317,604 shares.

Positive
  • Transaction executed under a Rule 10b5-1 plan, providing an affirmative defense and indicating pre-planned liquidity
  • Disclosure includes trust and option details, improving transparency about indirect holdings and vested options
Negative
  • None.

Insights

TL;DR Insider sold 167,443 shares under a pre-established 10b5-1 plan; retains material indirect and option positions.

The sale appears to be an orderly disposition executed under a Rule 10b5-1 plan, which provides an affirmative defense against insider trading claims when properly adopted. The transaction reduced Levchin's direct reported Class A holdings by 167,443 shares at a weighted average sale price of $80.10. He still has substantial economic exposure via 735,294 shares held indirectly in a family trust and 4,000,000 vested performance options, leaving overall alignment with shareholder outcomes intact. This is a routine liquidity event rather than a change in control or governance.

TL;DR Governance impact is limited; disclosure follows Rule 10b5-1 practice and includes trust disclaimers.

The Form 4 includes the customary disclosure that the Levchin 2012 Irrevocable Trust shares are reported as indirect and that Levchin disclaims beneficial ownership except to the extent of pecuniary interest. The use of an attorney-in-fact signature and explicit footnotes about the 10b5-1 plan and option tranche vesting provide clear auditability. From a governance standpoint, no officer resignation, repricing, or unusual transfer is indicated, so material governance risk is not evident.

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)
08/22/2025
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 08/22/2025 M 167,443(1) A $49 167,443 D
Class A Common Stock 08/22/2025 S 167,443(1) D $80.1(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 08/22/2025 M 167,443(1) (4) 01/12/2031(4) Class A Common Stock 167,443 $0 12,317,604 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 $80.40 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 22, 2025, the Reporting Person has earned 4,000,000 stock options, all of which have vested.
Remarks:
/s/ Josh Samples, Attorney-in-Fact 08/22/2025
** 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 disclose on the Form 4 for AFRM?

He reported the sale of 167,443 Class A shares on 08/22/2025 and noted indirect ownership of 735,294 shares via the Levchin 2012 Irrevocable Trust and 4,000,000 vested performance options.

Was the sale by Levchin part of a planned trading arrangement?

Yes. The Form 4 states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on March 17, 2025.

At what price were the shares sold in Levchin's Form 4?

The weighted average sale price was $80.10 per share, representing sales within a range of $80.00 to $80.40 per share.

How many performance-based options does Levchin have vested?

4,000,000 performance-based stock options have been earned and vested as of August 22, 2025, from a 2021 grant.

Does Levchin retain significant exposure to AFRM after the sale?

Yes. The filing reports indirect trust holdings of 735,294 shares and total reported beneficial ownership of 12,317,604 shares following the transactions.
Affirm Holdings, Inc.

NASDAQ:AFRM

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23.57B
276.45M
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5.32%
Software - Infrastructure
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United States
SAN FRANCISCO