AFRM CFO Robert O'Hare sells shares under 10b5-1; tax-withhold 11,697

Q: How many shares were withheld to satisfy tax obligations?

The reporting person withheld 11,697 shares to satisfy tax obligations in connection with RSU settlements vested on 09/01/2025.

[Form 4] Affirm Holdings, Inc. Insider Trading Activity

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Robert O'Hare, Chief Financial Officer of Affirm Holdings, Inc. (AFRM), reported multiple equity transactions on September 1-2, 2025. The Form 4 shows RSU vesting and option exercises that increased holdings and concurrent sales鈥攊ncluding share withholding to satisfy taxes鈥攅xecuted under a Rule 10b5-1 trading plan adopted December 6, 2024. On September 1, 2025 the reporting person acquired 23,029 shares and had 23,029 shares beneficially owned following that transaction; subsequent activity on September 1-2 included tax-withheld shares (11,697) and a sequence of option exercises, RSU settlements and open-market sales at weighted-average prices in the $81.69鈥�$85.50 range. The final non-derivative line shows a disposition that reduced the reported Class A common stock position to 0 shares for that line, while Table II lists multiple RSU and option holdings and resulting beneficial ownership counts for derivative awards.

Positive

Transactions were conducted under a Rule 10b5-1 trading plan adopted 12/06/2024, providing an affirmative defense framework
Detailed disclosure of tax-withheld shares (11,697 shares) and weighted-average sale price ranges enhances transparency
Vesting and option schedules are fully explained in footnotes, clarifying the basis for acquisitions and exercises

Negative

Insider executed multiple open-market sales (sales on 09/02/2025) reducing a reported non-derivative position to 0 shares for that line
Significant share disposals at prices in the ~$81.69鈥�$85.50 range may represent material insider liquidity that could be viewed negatively by some investors

Insights

TL;DR: Insider executed option exercises and sold shares under a 10b5-1 plan; transactions appear routine and tax-driven.

The Form 4 documents material insider activity by CFO Robert O'Hare, including RSU settlements, option exercises and open-market sales on 09/01/2025 and 09/02/2025 effected pursuant to a Rule 10b5-1 plan adopted 12/06/2024. Notable items include shares withheld to satisfy tax obligations (11,697 shares) and weighted-average sale price ranges disclosed for sales (approximately $81.69鈥�$85.50 per share). The transactions changed reported beneficial ownership counts across multiple lines, with one non-derivative line reduced to 0 following sales. This filing provides transparency on insider liquidity but does not disclose company operational results.

TL;DR: Use of a documented 10b5-1 plan and tax-withholding is consistent with standard insider compliance practices.

The reporting person explicitly states the trading activity was effected under a 10b5-1 trading plan adopted 12/06/2024, which supports an affirmative defense to insider trading allegations if properly implemented. The report also discloses shares withheld to cover tax obligations upon RSU settlement (11,697 shares). The filing includes full footnotes on vesting schedules and exercise vesting timelines, demonstrating standard governance disclosure for executive equity compensation and related dispositions.

09/03/2025 - 06:00 PM

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).

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^*

O'Hare Robert

(Last)

(First)

(Middle)

650 CALIFORNIA STREET

(Street)

SAN FRANCISCO

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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/01/2025		M		23,029	A	$0	23,029	D
Class A Common Stock	09/01/2025		F		11,697⁽¹⁾	D	$88.46	11,332	D
Class A Common Stock	09/01/2025		M		11,988⁽²⁾	A	$44.06	23,320	D
Class A Common Stock	09/02/2025		M		933⁽²⁾	A	$41.8	24,253	D
Class A Common Stock	09/02/2025		M		2,837⁽²⁾	A	$17.19	27,090	D
Class A Common Stock	09/02/2025		M		1,280⁽²⁾	A	$22.3	28,370	D
Class A Common Stock	09/02/2025		M		2,427⁽²⁾	A	$23.35	30,797	D
Class A Common Stock	09/02/2025		M		626⁽²⁾	A	$57.59	31,423	D
Class A Common Stock	09/02/2025		S		12,190⁽²⁾	D	$82.24⁽³⁾	19,233	D
Class A Common Stock	09/02/2025		S		8,582⁽²⁾	D	$83.27⁽⁴⁾	10,651	D
Class A Common Stock	09/02/2025		S		6,700⁽²⁾	D	$84.09⁽⁵⁾	3,951	D
Class A Common Stock	09/02/2025		S		3,951⁽²⁾	D	$85.28⁽⁶⁾	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁷⁾	09/01/2025		M			1,496	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	1,496	$0	1,994	D
Restricted Stock Units	⁽⁷⁾	09/01/2025		M			4,544	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	4,544	$0	12,121	D
Restricted Stock Units	⁽⁷⁾	09/01/2025		M			2,102	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	2,102	$0	7,008	D
Restricted Stock Units	⁽⁷⁾	09/01/2025		M			5,019	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	5,019	$0	40,150	D
Restricted Stock Units	⁽⁷⁾	09/01/2025		M			8,511	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	8,511	$0	25,533	D
Restricted Stock Units	⁽⁷⁾	09/01/2025		M			1,357	⁽¹³⁾	⁽¹³⁾	Class A Common Stock	1,357	$0	16,279	D
Stock Option (Right to Buy)	$44.06	09/02/2025		M			11,988⁽²⁾	⁽¹⁴⁾	09/16/2034	Class A Common Stock	11,988	$0	35,965	D
Stock Option (Right to Buy)	$41.8	09/02/2025		M			933⁽²⁾	⁽¹⁵⁾	03/02/2032	Class A Common Stock	933	$0	5,596	D
Stock Option (Right to Buy)	$17.19	09/02/2025		M			2,837⁽²⁾	⁽¹⁶⁾	07/01/2032	Class A Common Stock	2,837	$0	28,370	D
Stock Option (Right to Buy)	$22.3	09/02/2025		M			1,280⁽²⁾	⁽¹⁷⁾	09/16/2032	Class A Common Stock	1,280	$0	15,357	D
Stock Option (Right to Buy)	$23.35	09/02/2025		M			2,427⁽²⁾	⁽¹⁸⁾	09/13/2033	Class A Common Stock	2,427	$0	58,230	D
Stock Option (Right to Buy)	$57.59	09/02/2025		M			626⁽²⁾	⁽¹⁹⁾	⁽¹⁹⁾	Class A Common Stock	626	$0	23,800	D

Explanation of Responses:

1. 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.

2. 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.

3. Represents the weighted average sale price of the shares sold from $81.69 to $82.68 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.

4. Represents the weighted average sale price of the shares sold from $82.73 to $83.72 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.

5. Represents the weighted average sale price of the shares sold from $83.73 to $84.70 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.

6. Represents the weighted average sale price of the shares sold from $84.75 to $85.50 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.

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

8. With respect to the shares of Class A Common Stock underlying the RSUs, the RSUs vested in equal monthly installments from April 1, 2022 until August 1, 2023. Beginning September 1, 2023, the RSUs vest in equal quarterly installments, subject to the Reporting Person's continued employment with the Issuer as of each vesting date. This grant has no expiration date.

9. With respect to the shares of Class A Common Stock underlying the RSUs, the RSUs vested in equal monthly installments from August 1, 2022 until August 1, 2023. Beginning September 1, 2023, the RSUs vest in equal quarterly installments, subject to the Reporting Person's continued employment with the Issuer as of each vesting date. This grant has no expiration date.

10. With respect to the shares of Class A Common Stock underlying the RSUs, the RSUs vested in equal monthly installments from October 1, 2022 until August 1, 2023. Beginning September 1, 2023, the RSUs vest in equal quarterly installments, subject to the Reporting Person's continued employment with the Issuer as of each vesting date. This grant has no expiration date.

11. The RSUs vest as to 25% of the shares on September 1, 2024 and the remainder vest in 12 equal quarterly installments over the subsequent three years, subject to the Reporting Person's continuous service with the Issuer as of each vesting date. This grant has no expiration date.

12. The RSUs vest as to 25% of the shares on September 1, 2025 and the remainder vest in 12 equal quarterly installments over the subsequent three years, subject to the Reporting Person's continuous service with the Issuer as of each vesting date. This grant has no expiration date.

13. RSUs vest with respect to the shares of Class A Common Stock underlying the restricted stock units in equal quarterly installments for a period of four years beginning December 1, 2024, the vesting commencement date, subject to the Reporting Person's continued employment with the Issuer as of each vesting date.

14. The stock options vest as to 25% of the underlying shares on September 1, 2025 and the remainder vest in 36 equal monthly installments over the subsequent three years subject to the Reporting Person's continuous service with the Issuer as of each vesting date.

15. The stock options vest in 48 equal monthly installments beginning April 1, 2022, subject to the Reporting Person's continuous service with the Issuer as of each vesting date.

16. The stock options vest in 48 equal monthly installments beginning August 1, 2022, subject to the Reporting Person's continuous service with the Issuer as of each vesting date.

17. The stock options 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.

18. The stock options vest as to 25% of the underlying shares on September 1, 2024 and the remainder vest in 36 equal monthly installments over the subsequent three years subject to the Reporting Person's continuous service with the Issuer as of each vesting date.

19. The stock options vest in 48 equal monthly installments beginning December 1, 2024, subject to the Reporting Person's continuous service with the Issuer as of each vesting 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.

Source:

FAQ

What insider transactions did AFRM CFO Robert O'Hare report on Form 4?

The Form 4 reports RSU settlements, stock option exercises and open-market sales on 09/01/2025 and 09/02/2025, including tax-withheld shares and multiple sale transactions.

Were the transactions executed under a 10b5-1 trading plan for AFRM?

Yes. The filing states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on 12/06/2024.

How many shares were withheld to satisfy tax obligations?

The reporting person withheld 11,697 shares to satisfy tax obligations in connection with RSU settlements vested on 09/01/2025.

What price ranges were disclosed for the insider sales?

Weighted-average sale price ranges disclosed in footnotes span approximately $81.69鈥�$85.50 per share, with separate ranges noted for different sale blocks.

Did the filing show any change to beneficial ownership?

Yes. The non-derivative transactions include acquisitions and dispositions that, in the final reported non-derivative line, reduced that Class A common stock position to 0 shares.

AG真人官方

[Form 4] Affirm Holdings, Inc. Insider Trading Activity

Insights

FAQ

What insider transactions did AFRM CFO Robert O'Hare report on Form 4?

Were the transactions executed under a 10b5-1 trading plan for AFRM?

How many shares were withheld to satisfy tax obligations?

What price ranges were disclosed for the insider sales?

Did the filing show any change to beneficial ownership?

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Trending News

[Form 4] Affirm Holdings, Inc. Insider Trading Activity

Insights

Securities Analyst neutral

Corporate Governance Expert neutral

FAQ

What insider transactions did AFRM CFO Robert O'Hare report on Form 4?

Were the transactions executed under a 10b5-1 trading plan for AFRM?

How many shares were withheld to satisfy tax obligations?

What price ranges were disclosed for the insider sales?

Did the filing show any change to beneficial ownership?

NASDAQ:AFRM

AFRM Rankings

AFRM Latest News

AFRM Latest SEC Filings

AFRM Stock Data