Affirm (AFRM) Insider Exercises Options and RSUs Vest; 10b5-1 Plan Used

Rhea-AI Filing Summary

Katherine Adkins, Chief Legal Officer of Affirm Holdings, Inc. (AFRM), reported multiple equity transactions on Form 4. The filing shows option exercises and RSU settlements between 08/29/2025 and 09/01/2025 executed under a Rule 10b5-1 trading plan adopted December 6, 2024. On 08/29/2025 she exercised options to acquire 36,878 shares at $23.35 and concurrently sold 36,878 shares at $95, leaving 81,134 option-related shares exercisable. On 09/01/2025 she acquired 16,722 shares at $0 and had 7,569 shares withheld for taxes related to RSU vesting. Following these transactions she beneficially owned 122,553 Class A shares.

Positive

• Transactions executed under a Rule 10b5-1 plan, providing an affirmative defense to insider trading concerns
• Continued meaningful ownership after transactions: 122,553 Class A shares beneficially owned
• Tax withholding for RSUs explicitly disclosed (7,569 shares withheld), showing clarity on tax settlement

Negative

• Sale of 36,878 shares at $95 reduced immediately liquid equity position
• Net decrease in directly owned shares from pre-transaction levels as reflected by post-transaction totals

Insights

Securities Analyst

TL;DR: Insider exercised options under a 10b5-1 plan, sold a portion at $95, and remains a material Class A shareholder.

The reported option exercise at $23.35 and immediate sale of the same number of shares at $95 indicates a monetization event executed pursuant to a pre-established Rule 10b5-1 plan, reducing option exposure but retaining vested positions. The exercise increases exercised-share counts to 81,134 while total beneficial ownership after transactions is 122,553 Class A shares. Transactions are routine for executives converting equity compensation to cash while maintaining some equity alignment.

Corporate Governance Expert

TL;DR: Transactions comply with pre-established trading plan and show standard tax withholding on RSU settlement.

The filing discloses that the trades followed a 10b5-1 plan adopted December 6, 2024, which supports an affirmative defense to insider trading claims. The withholding of 7,569 shares for tax obligations on RSU vesting is explicitly noted. The pattern—vesting, exercise, tax withholding, and an executed sale—matches normal governance and compensation practices and does not by itself indicate unusual governance risk.

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
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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^*

Adkins Katherine

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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	08/29/2025		M		36,878(1)	A	$23.35	150,278	D
Class A Common Stock	08/29/2025		S		36,878(1)	D	$95	113,400	D
Class A Common Stock	09/01/2025		M		16,722	A	$0	130,122	D
Class A Common Stock	09/01/2025		F		7,569(2)	D	$88.46	122,553	D

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
Stock Option (Right to Buy)	$23.35	08/29/2025		M			36,878(1)	(3)	09/13/2033	Class A Common Stock	36,878	$0	81,134	D
Restricted Stock Units	(4)	09/01/2025		M			305	(5)	(5)	Class A Common Stock	305	$0	1,220	D
Restricted Stock Units	(4)	09/01/2025		M			1,402	(6)	(6)	Class A Common Stock	1,402	$0	16,817	D
Restricted Stock Units	(4)	09/01/2025		M			5,086	(7)	(7)	Class A Common Stock	5,086	$0	40,685	D
Restricted Stock Units	(4)	09/01/2025		M			9,929	(8)	(8)	Class A Common Stock	9,929	$0	29,789	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 December 6, 2024.

2. Represents the number of shares of the Issuer's Common Stock withheld to satisfy the Reporting Person's tax obligation in connection with the settlement of shares of Common Stock underlying the Reporting Person's restricted stock units that vested on September 1, 2025.

3. The stock options vest in 48 equal monthly installments beginning October 1, 2023, subject to the Reporting Person's continuous service with the Issuer as of each vesting date.

4. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock.

5. The RSUs vest in 48 equal monthly installments beginning February 1, 2022, subject to the Reporting Person's continuous service with the Issuer as of each vesting date. This grant has no expiration date.

6. The RSUs vest in 48 equal monthly installments beginning October 1, 2022, subject to the Reporting Person's continuous service with the Issuer as of each vesting date. This grant has no expiration date.

7. The RSUs vest in 16 equal quarterly installments beginning September 1, 2024, subject to the Reporting Person's continuous service with the Issuer as of each vesting date. This grant has no expiration date.

8. The RSUs vest in 16 equal quarterly installments beginning September 1, 2025, subject to the Reporting Person's continuous service with the Issuer as of each vesting date. This grant has no expiration date.

Remarks:

	/s/ Josh Samples, Attorney-in-Fact	09/03/2025
	** 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 transactions did AFRM insider Katherine Adkins report on Form 4?

She exercised options and settled RSUs: exercised 36,878 options on 08/29/2025, sold 36,878 shares the same day, acquired 16,722 shares on 09/01/2025, and had 7,569 shares withheld for taxes on 09/01/2025.

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

Yes. The Form 4 states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted December 6, 2024.

At what prices were the AFRM shares transacted?

Option exercise price: $23.35 per share for 36,878 shares; Sale price: $95 per share for 36,878 shares; RSU withholding valuation shown: $88.46 for 7,569 shares (withheld).

How many Class A shares did Katherine Adkins beneficially own after these transactions?

She beneficially owned 122,553 Class A shares following the reported transactions.

Why were shares withheld in the reported transactions?

To satisfy tax withholding obligations in connection with the settlement of RSUs that vested on September 1, 2025, per the filing.