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Affirm Holdings Inc

For the period ended Dec 31, 2024. Filed Feb 6, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Dec 31, 2024 · Filed Feb 6, 2025

AFRM$65.95-3.1%Stored close · as of Nov 10, 2026

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Item 5. Other Information

(a) Entry into a Material Definitive Agreement

On February 5, 2025, the Company issued to Amazon.com Services LLC (“Amazon Services”) a replacement warrant to purchase up to an aggregate of 4,839,130 shares (the “Unexercised Warrant Shares”) of Class A common stock, $0.00001 par value per share (“Class A common stock”), of the Company at an exercise price of $0.01 per share (the “Replacement First Warrant”). The Replacement First Warrant replaces and succeeds the unexercised portion of that certain warrant (the “First Warrant”) to purchase up to an aggregate of 7,000,000 shares of Class A common stock at an exercise price of $0.01 per share, which was issued on November 10, 2021, pursuant to a Transaction Agreement between the Company and Amazon Services. As to the Unexercised Warrant Shares, the terms of the Replacement First Warrant are substantially the same as the terms of the First Warrant, which terms were described in a Form 8-K filed by the Company on November 10, 2021, except that the Replacement First Warrant extends the expiration date from May 9, 2025 to May 9, 2029 for 3,500,000 Unexercised Warrant Shares, with the expiration date as to the remaining 1,339,130 Unexercised Warrant Shares continuing to be May 9, 2025.

The foregoing includes only a brief description of the material terms of the Replacement First Warrant and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such description is qualified in its entirety by reference to the full text of the Replacement First Warrant, which is attached as Exhibit 4.3 to this Quarterly Report on Form 10-Q and incorporated by reference herein.

Unregistered Sales of Equity Securities

The information provided under “Entry into a Material Definitive Agreement” above with respect to the issuance of the Replacement First Warrant is incorporated by reference herein.

(c) Rule 10b5-1 Trading Plans

During the three months ended December 31, 2024, the following directors and officers of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, as follows:

On December 6, 2024, Katherine Adkins, our Chief Legal Officer and Chief Compliance Officer, adopted a Rule 10b5-1 trading arrangement providing for the sale of the Company's Class A common stock (a “Rule 10b5-1 Trading Plan”) that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c). Ms. Adkins’ Rule 10b5-1 Trading Plan provides for the exercise of up to 161,065 employee stock options and the sale of the underlying shares of our Class A common stock pursuant to one or more limit orders from March 7, 2025 until August 29, 2025, or earlier if all transactions under the trading arrangement are completed.

On December 6, 2024, Rob O’Hare, our Chief Financial Officer, adopted a Rule 10b5-1 Trading Plan. Mr. O’Hare’s Rule 10b5-1 Trading Plan provides for the exercise of up to 109,296 employee stock options and the sale of the underlying shares of our Class A common stock pursuant to one or more limit orders, plus a portion of any additional shares of our Class A common stock to be received upon the vesting of RSUs to occur on various dates within the duration of the trading arrangement, from March 7, 2025 until September 30, 2025, or earlier if all transactions under the trading arrangement are completed.

On December 8, 2024, Libor Michalek, our President, adopted a Rule 10b5-1 Trading Plan. Mr. Michalek’s Rule 10b5-1 Trading Plan provides for the exercise of up to 200,000 employee stock options and the sale of the underlying shares of our Class A common stock pursuant to one or more limit orders from March 9,

2025 until March 31, 2026, or earlier if all transactions under the trading arrangement are completed.

On December 8, 2024, Siphelele Jiyane, our Chief Accounting Officer, adopted a Rule 10b5-1 Trading Plan. Ms. Jiyane’s Rule 10b5-1 Trading Plan provides for the sale of up to 126,006 shares of our Class A common stock, including the sale of underlying shares upon the exercise of employee stock options, pursuant to one or more limit orders from March 9, 2025 until August 29, 2025, or earlier if all transactions under the trading arrangement are completed.

No other directors or officers, as defined in Rule 16a-1(f), adopted and/orterminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the three months ended December 31, 2024.

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