UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~September 18~~November 2, 2025

Affirm Holdings, Inc.

(Exact name of registrant as specified in charter)

Nevada

001-39888

84-2224323

(State or other jurisdiction

of incorporation)

(Commission
File Number)

(IRS Employer

Identification No.)


650 California Street
San Francisco, California						94108
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (415) 960-1518

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:	Trading symbol(s)	Name of exchange on which registered
Class A common stock, $0.00001 par value	AFRM	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement

~~(e)~~Second ~~Annual~~Amended ~~Grants~~and ofRestated ~~Equity~~Installment ~~Awards~~Financing toServices ~~Certain Executive Officers~~Agreement

On ~~September~~November 186, 2025, ~~the~~Affirm, ~~Compensation~~Inc. ~~Committee~~ (~~the~~ “~~Committee~~Affirm”), ofa ~~the~~wholly ~~Board~~owned ofsubsidiary ~~Directors~~ of Affirm Holdings, Inc. (the “Company”), ~~approved~~entered ~~grants~~into ofthe ~~annual~~Second ~~equity~~Amended ~~awards~~and ~~under~~Restated ~~the~~Installment ~~Company’s~~Financing ~~Amended~~Services ~~and~~Agreement ~~Restated~~with ~~2012~~Amazon.com ~~Stock~~Services ~~Plan~~LLC (~~the~~ “~~Plan~~Amazon Services”) ~~consisting~~and ofAmazon ~~both~~Payments, ~~restricted~~Inc. ~~stock units~~ (the “~~RSUs~~Restated Agreement”). ~~and~~On ~~performance~~February ~~stock~~1, ~~units~~2026 (the “~~PSUs~~Effective Date”), ~~that~~the ~~vest~~Restated ~~into~~Agreement ~~shares~~will ofsupersede and replace the ~~Company’s~~previously ~~Class~~disclosed AAmended ~~Common~~and ~~Stock,~~Restated ~~par~~Installment ~~value~~Financing ~~$0.00001~~Services ~~per~~Agreement, ~~share~~dated November 10, 2021 (the “~~Class~~Original ~~A Common Stock~~Agreement”), toas ~~certain~~amended. ofThe ~~its~~Original ~~executive~~Agreement ~~officers~~remains asin ~~set~~effect ~~forth~~until in the ~~table~~Effective ~~below:~~ Date.

Executive Officer	PSUs	RSUs
Rob O'Hare	33,366	33,366
Chief Financial Officer
Katherine Adkins	19,463	19,463
Chief Legal Officer and Chief Compliance Officer
Michael Linford	44,488	44,488
Chief Operating Officer
Libor Michalek	44,488	44,488
President

Pursuant to the terms of the Restated Agreement, Affirm will continue to make its closed-end installment loan products available to eligible consumers on Amazon.com, and through the Amazon Pay widget on certain third-party retailer online channels.

~~PSUs~~The Restated Agreement has an initial term of five years that commences on February 1, 2026 and extends through the end of January 2031. The Restated Agreement will automatically extend for successive one-year terms unless either party provides notice not to extend.

The ~~grants~~foregoing includes only a brief description of ~~PSUs~~the ~~are~~material terms of the Restated Agreement and does not purport to be complete and is subject to, ~~time-based~~and qualified in its entirety by, ~~service-based~~the full text of the Restated Agreement, ~~and~~a copy of which will be filed as an exhibit to the Company’s ~~financial~~Quarterly ~~performance~~Report on Form 10-~~based~~Q ~~conditions~~for the fiscal quarter ending December 31, 2025.

~~The~~Second ~~shares~~Amendment ~~of Class A Common Stock subject~~ to the PSUs may be earned, if at all, based on Company financial performance during a three-year performance period (the “Performance Period”) that commenced on July 1, 2025. The Committee selected annual growth rates of revenue less transaction costs (weighted at 50%) and adjusted operating income (weighted at 50%) as the Company financial performance measures for the PSUs. Performance targets for each of the three Company fiscal years occurring during the Performance Period were approved by the Committee at the time of grant, with each annual performance target expressed in terms of growth over the level of actual performance achieved during the preceding fiscal year. Actual Company performance against the applicable targets will be measured at the end of each of the three fiscal years during the Performance Period and averaged at the end of the Performance Period such that no shares of Class A Common Stock may be earned until the end of the Performance Period. If the average performance over the Performance Period represents at least a threshold level of performance, the number of shares of Class A Common Stock earned will range from 50% (threshold performance) to 200% (maximum performance) of the number of PSUs granted, with target performance set at 100%. Warrant

~~Once~~On ~~earned~~November ~~based~~2, on2025, ~~the~~in ~~satisfaction~~connection ofwith the ~~applicable~~entry ~~performance~~into ~~conditions~~the Restated Agreement, asthe ~~determined~~Company and ~~certified~~Amazon byServices entered into a second amendment (the ~~Committee~~“Second Amendment”) to the amended and restated warrant (as amended, the ~~earned~~“Warrant”) ~~PSUs~~to ~~will~~purchase ~~vest~~up into ~~full~~an aggregate of 15,000,000 ifshares atof ~~all~~Class A common stock, at$0.00001 par value per share (the ~~end~~“Warrant Shares”), of the ~~Performance~~Company. ~~Period~~The ~~subject~~Second toAmendment (i) maintains the ~~executive~~exercise ~~officer’s~~price ~~continued~~of ~~service~~$100.00 ~~with~~per share for Warrant Shares that vest based on the ~~Company~~number ~~through~~of New Users Acquired (as defined in the ~~end~~Warrant) prior to February 1, 2026 and (ii) sets an exercise price of $63.06 per share for Warrant Shares that ~~period.~~vest based on the number of New Users Acquired on or after February 1, 2026.

The ~~PSU~~foregoing ~~grants~~includes ~~are~~only ~~subject~~a tobrief description of the material terms of the Second Amendment and ~~conditions~~does ofnot ~~the~~purport ~~Plan~~to be complete and ais ~~form~~subject to, and qualified in its entirety by, the full text of ~~PSU~~the ~~grant~~Second ~~agreement~~Amendment, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending ~~September~~December 3031, 2025.

Item 2.02. Results of Operations and Financial Condition.

On November 6, 2025, the Company issued a Shareholder Letter (the “Letter”) regarding its financial results for the first fiscal quarter ended September 30, 2025. A copy of the Letter is attached hereto as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference.

The Letter attached hereto as Exhibit 99.1 includes certain non-GAAP financial measures. Reconciliations of these non-GAAP financial measures to the comparable GAAP financial measures are contained in the Letter and the financial tables attached thereto.

The information in this Item 2.02 and in Exhibit 99.1 attached hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.

~~RSUs~~Item 3.02. Unregistered Sales of Equity Securities.

The ~~RSU~~information ~~grants~~provided ~~are~~under ~~subject~~Item ~~to both time-based and service-based conditions~~1. ~~Each~~01 ~~grant~~ of ~~RSUs~~this ~~will~~Current ~~vest~~Report ~~quarterly~~on ~~over~~Form ~~a three~~8-~~year~~K ~~period~~ with ~~the~~respect ~~first vest occurring on December 1, 2025, in each case subject~~ to the ~~executive~~Second ~~officer’s~~Amendment ~~continued~~is ~~service~~incorporated onby ~~the~~reference ~~applicable~~into ~~vesting~~this ~~date. The~~Item RSU grants are subject to the terms and conditions of the Plan and a form of RSU grant agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending September 30, 20253.02.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.			Description
99.1			Shareholder Letter, dated No vember 6 , 2025
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


						AFFIRM HOLDINGS, INC.

			By:			/s/ Rob O'Hare
						Name: Rob O'Hare
						Title: Chief Financial Officer

Date: ~~September 22~~November 6, 2025

Filing Compare · Affirm Holdings, Inc.