8-KLeadership Changes

Affirm Holdings, Inc. 8-K Report, Executive Changes (Sep 22, 2025)

Filed September 22, 2025For Securities:AFRM

Summary

Affirm Holdings, Inc. (AFRM) announced on September 22, 2025, through an 8-K filing, the Compensation Committee's approval of annual equity awards for its executive officers. These awards, granted on September 18, 2025, under the company's 2012 Stock Plan, consist of both Restricted Stock Units (RSUs) and Performance Stock Units (PSUs). The total number of RSUs and PSUs granted varies among key executives, including the CFO, Chief Legal Officer, Chief Operating Officer, and President. The PSUs are contingent upon achieving specific financial performance metrics over a three-year period starting July 1, 2025, with revenue less transaction costs and adjusted operating income each weighted at 50%. The vesting of PSUs is tied to performance targets set for each of the three fiscal years within this period, with payout ranging from 50% to 200% of the granted amount based on average performance. RSUs, on the other hand, vest quarterly over three years, commencing December 1, 2025, subject to continued service.

Key Highlights

  • 1Affirm Holdings approved annual equity awards (RSUs and PSUs) for key executives on September 18, 2025.
  • 2PSUs are tied to a three-year performance period (July 1, 2025 - June 30, 2028) based on company financial performance.
  • 3Performance metrics for PSUs are 50% weighted revenue less transaction costs and 50% weighted adjusted operating income.
  • 4PSU vesting ranges from 50% to 200% of the grant based on achieving average performance targets over the three-year period.
  • 5RSUs vest quarterly over a three-year period, with the first vest scheduled for December 1, 2025.
  • 6Equity awards are subject to continued service of the executive officers.
  • 7Detailed PSU and RSU grant agreements will be filed in the upcoming Form 10-Q.

Frequently Asked Questions

The equity awards, consisting of RSUs and PSUs, are intended as annual compensation for Affirm's executive officers. They aim to incentivize and reward executives based on both continued service and the company's financial performance over a multi-year period.

PSUs are earned based on Affirm's financial performance over a three-year period, measured by the annual growth rate of revenue less transaction costs (50% weighting) and adjusted operating income (50% weighting). The final payout depends on the average performance against targets over these three years, with potential to earn between 50% and 200% of the granted PSUs.

The RSUs will vest quarterly over a three-year period, beginning on December 1, 2025. Vesting is contingent upon the executive officer remaining employed by Affirm through each respective vesting date.

The filing states that performance targets for each of the three fiscal years during the Performance Period were approved by the Compensation Committee. However, the specific numerical targets are not disclosed in this 8-K filing. They will be detailed in the PSU grant agreement to be filed with the Form 10-Q.