Affirm Holdings Enters Material Definitive Agreement

TL;DR

Affirm just signed a big deal, filing shows.

AI Summary

Affirm Holdings, Inc. announced on June 25, 2024, the entry into a material definitive agreement. The filing also includes other events and financial statements/exhibits. The company is incorporated in Delaware and headquartered in San Francisco, California.

Why It Matters

This filing indicates a significant new contract or partnership for Affirm Holdings, which could impact its future revenue and business operations.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

• Affirm Holdings, Inc. (company) — Registrant
• June 25, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• San Francisco, California (location) — Address of principal executive offices
• 650 California Street (address) — Principal executive office street

FAQ

Key Financial Figures

• $0.00001 — which registered Class A common stock, $0.00001 par value AFRM Nasdaq Global Select Mar
• $205 million — the aggregate commitment increased from $205 million to $330 million, and the maturity was e
• $330 m — mmitment increased from $205 million to $330 million, and the maturity was extended th
• $150 million — ter than or equal to the greater of (i) $150 million and (ii) the Company's liquidity level,

Filing Documents

• afrm-20240625.htm (8-K) — 35KB
• ex101-amendmentno2torcf.htm (EX-10.1) — 814KB
• 0001820953-24-000027.txt ( ) — 1120KB
• afrm-20240625.xsd (EX-101.SCH) — 2KB
• afrm-20240625_lab.xml (EX-101.LAB) — 21KB
• afrm-20240625_pre.xml (EX-101.PRE) — 12KB
• afrm-20240625_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On June 26, 2024, Affirm Holdings, Inc. (the "Company"), a Delaware corporation, and Affirm, Inc. (the "Borrower"), a Delaware corporation and wholly-owned subsidiary of the Company, as borrower, entered into Amendment No. 2 to the Revolving Credit Agreement (the "Amended Credit Agreement") with the lenders party thereto, Barclays Bank PLC, as administrative agent and the other parties party thereto (the "Lenders"). Under the Amended Credit Agreement, the aggregate commitment increased from $205 million to $330 million, and the maturity was extended three years to June 26, 2027, provided that, if on any day occurring on or after the 91st day before the maturity of the Company's outstanding convertible notes (the "Notes"), the aggregate outstanding principal amount of the Notes shall be greater than or equal to the greater of (i) $150 million and (ii) the Company's liquidity level, the Amended Credit Agreement shall mature on such date. The Amended Credit Agreement amends the Revolving Credit Agreement, dated February 4, 2022 (as also amended on August 15, 2022, the "Credit Agreement"). At closing, no amounts had ever been drawn under the Credit Agreement. Proceeds of the borrowings under the Amended Credit Agreement will be used for general corporate purposes in the ordinary course of business. Borrowings under the Amended Credit Agreement are unsecured and will bear interest at a rate equal to, at the Borrower's option, either (a) a SOFR rate determined by reference to the forward-looking term SOFR rate for the interest period, plus an applicable margin of 1.75% per annum or (b) a base rate determined by reference to the highest of (i) the federal funds rate plus 0.50% per annum, (ii) the rate last quoted by the Wall Street Journal as the US prime rate and (iii) the one-month forward-looking term SOFR rate plus 1.0% per annum, in each case, plus an applicable margin of 0.75% per annum. In addition, the Amend

01. Other Events

Item 8.01. Other Events. On June 25, 2024, Evolve Bank & Trust ("Evolve"), the third-party issuer of the Affirm Card, notified the Company that Evolve had experienced a cybersecurity incident whereby a third party gained unauthorized access to personal information and financial information ("Personal Information") of Evolve retail banking customers and the customers of its financial technology partners. Because the Company shares the Personal Information of Affirm Card users with Evolve to facilitate the issuance and servicing of Affirm Cards, the Company believes that the Personal Information of Affirm Card users was compromised as part of Evolve's cybersecurity incident. However, the Company's information systems were not compromised, nor was the ability for Affirm Card holders to continue using their Affirm Card. This incident has not impacted any other part of the Company's business or operations. Upon being notified of the Evolve cybersecurity incident, the Company immediately began an investigation independent of Evolve's investigation to determine whether any Affirm Card user Personal Information had been compromised, and that investigation, along with remediation efforts, is ongoing as of the date of this Current Report on Form 8-K (the "Filing"). Evolve has communicated to the Company that this cybersecurity incident has been contained. However, the full scope, nature and impact of the incident on the Company and Affirm Card users, including the extent to which there has been unauthorized access to Affirm Card user Personal Information, are not yet known. The Company has notified law enforcement and all Affirm Card users of the Evolve cybersecurity incident. Affirm Card users continue to be able to transact with their Affirm Cards, and the Company heightened its fraud monitoring. As of the date of this Filing, the Company does not expect that the Evolve cybersecurity incident is reasonably likely to have a material impact on the Company, including its

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties. All statements other than statements of historical fact are forward-looking statements, including statements regarding: the Company's ongoing investigation and remediation of the Evolve cybersecurity incident; the nature and extent of the incident, including the extent of unauthorized access to Affirm Card user Personal Information; Evolve's mitigation and remediation efforts; the potential disruption to our business or operations, including whether and to what extent Affirm Card usage may be impacted now and in the future; and the potential impact on the Company's reputation, financial condition and results of operations. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause actual results to differ materially from expectations as of the date of this filing. Among the factors that could cause actual results to differ materially from those indicated in the forward-looking statements are risks and uncertainties associated with the ongoing investigation and remediation of the Evolve cybersecurity incident, risks related to security breaches or incidents, as well as other risks listed or described from time to time in our most recent Annual Report on Form 10-K and in our other filings with the U.S. Securities and Exchange Commission. Except as required by law, the Company assumes no obligation to update any of the statements in this Current Report on Form 8-K. 3

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 10.1 Amendment No. 2 to Revolving Credit Agreement, dated June 26, 2024, between Affirm, Inc., Affirm Holdings, Inc., certain lenders identified therein, and Barclays Bank PLC. 4 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/ Michael Linford Name: Michael Linford Title: Chief Financial Officer Date: July 1, 2024 5

View Full Filing

View this 8-K filing on SEC EDGAR