[S-8] Affirm Holdings, Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

Affirm Holdings, Inc. filed a Form S-8 to register an additional 16,255,640 shares of Class A common stock under its Amended and Restated 2012 Stock Plan and 3,251,128 additional shares under its 2020 Employee Stock Purchase Plan. The filing incorporates prior Form S-8 registrations and omits Part I information consistent with Form S-8 instructions. The registration was executed in San Francisco, California, on August 28, 2025.

Positive

• Continues support for employee compensation: Additional shares reserved under the 2012 Stock Plan and ESPP enable ongoing equity incentives and broad employee participation.
• Routine, rule-compliant filing: Incorporates prior S-8 registrations and follows plan provisions for automatic annual increases, indicating established governance procedures.

Negative

• Potential dilution: Up to 19,506,768 additional shares may be issued under the Plans if fully utilized, which could dilute existing shareholders if issued.
• No details on grant timing or recipients: The filing does not disclose when awards will be granted or who will receive them, limiting assessment of near-term dilution impact.

Insights

Compensation Analyst

TL;DR: The company increased the share reserve to support equity-based compensation and employee participation in the ESPP, a routine dilution management action.

The registration adds 16.26 million shares to the long-standing 2012 Stock Plan and 3.25 million to the ESPP, reflecting automatic annual increases under plan terms. This is standard practice to ensure continued issuance of awards and ESPP participation without requiring immediate shareholder re-approval. The impact on outstanding share count depends on future grant and purchase activity; the filing itself does not indicate actual grants or timing.

Corporate Governance Expert

TL;DR: Administrative filing to replenish plan reserves; procedural and non-disclosive regarding new material transactions or governance changes.

The S-8 incorporates prior registration statements and follows plan provisions for automatic increases, suggesting no ad-hoc board action is disclosed here. There is no information in this filing about specific award recipients, grant sizes, or changes to plan terms. For investors, this is a routine registration that enables future equity awards but contains no immediate governance or control shifts.

As filed with the Securities and Exchange Commission on August 28, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_________________

Affirm Holdings, Inc. (Exact name of registrant as specified in its charter)

Nevada						84-2224323
(State or other jurisdiction of Incorporation or organization)						(I.R.S. Employer Identification No.)

650 California Street

San Francisco, CA 94108

(415) 960-1518

(Address of principal executive offices) (Zip code)

_________________

Affirm Holdings, Inc. Amended and Restated 2012 Stock Plan

Affirm Holdings, Inc. 2020 Employee Stock Purchase Plan

(Full titles of the plans)

Max Levchin

Chief Executive Officer

650 California Street

San Francisco, CA 94108

(415) 960-1518

(Name and address of agent for service) (Telephone number, including area code, of agent for service)

_________________

Copies to:

Katherine Adkins
Chief Legal Officer
650 California Street
San Francisco, CA 94108
(415) 960-1518

Sean Feller

Gibson, Dunn & Crutcher LLP

2000 Avenue of the Stars, Suite 1200

Los Angeles, CA 90067-4700

(310) 552-8500

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

REGISTRATION OF ADDITIONAL SHARES

PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, Affirm Holdings, Inc. (the “Registrant”) is filing this registration statement on Form S-8 (this “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register 16,255,640 additional shares of Class A common stock, par value $0.00001 per share (“Common Stock”), under the Affirm Holdings, Inc. Amended and Restated 2012 Stock Plan (the “2012 Stock Plan”) and 3,251,128 additional shares of Common Stock under the Affirm Holdings, Inc. 2020 Employee Stock Purchase Plan (the “ESPP,” and together with the 2012 Stock Plan, the “Plans”) pursuant to the respective provisions of the Plans providing for an automatic annual increase in the number of shares of Common Stock reserved for issuance under the Plans. This Registration Statement hereby incorporates by reference the contents of the Registrant’s previous registration statements on Form S-8 filed with the Commission on January 13, 2021 (Registration No. 333-252068), February 2, 2021 (Registration No. 333-252644), September 17, 2021 (Registration No. 333-259614), August 29, 2022 (Registration No. 333-267141), August 25, 2023 (Registration No. 333-274219), and August 28, 2024 (Registration No. 333-281828). In accordance with the instructional note of Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.						Exhibits
Exhibit Number						Description
4.1(1)						Articles of Incorporation
4.2(2)						Bylaws
5.1*						Opinion of Brownstein Hyatt Farber Schreck, LLP
23.1*						Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.1)
23.2*						Consent of Deloitte & Touche LLP, independent registered public accountant
24.1*						Power of Attorney (included on the signature page of this Registration Statement)
99.1(3)						Amended and Restated 2012 Stock Plan
99.2(4)						2020 Employee Stock Purchase Plan
107.1*						Filing Fee Table

(1)Incorporated by reference to Exhibit 3.1 filed with the Registrant’s Current Report on Form 8-K, filed with the Commission on June 26, 2025.

(2)Incorporated by reference to Exhibit 3.2 filed with the Registrant’s Current Report on Form 8-K, filed with the Commission on June 26, 2025.

(3)Incorporated by reference to Exhibit 10.3 filed with the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2022, filed with the Commission on February 8, 2023.

(4)Incorporated by reference to Exhibit 10.3 filed with the Registrant’s Registration Statement on Form S-1/A, filed with the Commission on November 20, 2020.

*Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on this 28th day of August, 2025.

AFFIRM HOLDINGS, INC.
By:						/s/ Max Levchin
						Max Levchin
						Chief Executive Officer

POWER OF ATTORNEY

The undersigned directors and officers of the Registrant hereby constitute and appoint Max Levchin, Rob O’Hare and Katherine Adkins, and each of them, any of whom may act without joinder of the other, the individual’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any or all amendments, including post-effective amendments to this Registration Statement, including any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462 under the Securities Act, and all other documents in connection therewith to be filed with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on August 28, 2025.

Signature			Capacity
/s/ Max Levchin
Max Levchin			Chairman of the Board of Directors and Chief Executive Officer (principal executive officer)
/s/ Rob O’Hare
Rob O’Hare			Chief Financial Officer (principal financial officer)
/s/ Siphelele Jiyane
Siphelele Jiyane			Chief Accounting Officer (principal accounting officer)
/s/ Richard Galanti
Richard Galanti			Director
/s/ Brian D. Hughes
Brian D. Hughes			Director
/s/ Jeremy Liew
Jeremy Liew			Director
/s/ Libor Michalek
Libor Michalek			President and Director
/s/ Christa S. Quarles
Christa S. Quarles			Director
/s/ Jacqueline D. Reses
Jacqueline D. Reses			Director
/s/ Manolo Sanchez
Manolo Sanchez			Director
/s/ Noel Watson
Noel Watson			Director

FAQ

What does Affirm's (AFRM) Form S-8 register?

The filing registers 16,255,640 additional shares for the 2012 Stock Plan and 3,251,128 additional shares for the 2020 ESPP.

Does this Form S-8 mean Affirm is issuing shares today?

No. The S-8 registers shares for future issuance under employee plans; the filing does not announce immediate grants or ESPP purchases.

How might this S-8 affect Affirm shareholders?

If these reserved shares are later issued, there could be dilution to existing shareholders; the filing itself does not quantify timing or amounts issued.

Why does the filing omit Part I information?

Per Form S-8 instructions, certain Part I information is commonly omitted when incorporated by reference to prior filings.

When was this registration statement signed?

The document was signed in San Francisco, California, on August 28, 2025.