Affirm Holdings Files 8-K on Material Agreements & Obligations

TL;DR

Affirm just dropped an 8-K detailing new deals and debt – big moves ahead.

AI Summary

On December 20, 2024, Affirm Holdings, Inc. filed an 8-K to report the entry into a material definitive agreement, the creation of a direct financial obligation, and unregistered sales of equity securities. The filing details Affirm's financial activities and obligations without specifying exact dollar amounts or counterparties in the provided text.

Why It Matters

This filing indicates significant financial activities and potential new obligations for Affirm Holdings, Inc., which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and financial obligations, which inherently carry risk and require further investigation into the specifics.

Key Players & Entities

• Affirm Holdings, Inc. (company) — Registrant
• December 20, 2024 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• 650 California Street, San Francisco, California 94108 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.00001 — which registered Class A common stock, $0.00001 par value AFRM Nasdaq Global Select Mar
• $920 million — Purchasers purchased from the Company, $920 million aggregate principal amount of the Compa
• $120 million — chasers to purchase up to an additional $120 million aggregate principal amount of the Notes
• $1,000 — ding September 15, 2029 in multiples of $1,000 principal amount, only under the follow
• $101.02 — itial conversion price of approximately $101.02 per share of Class A common stock, subj
• $960 million — e of the Notes, the Company repurchased $960 million aggregate principal amount of the Compa
• $892.8 million — e notes due 2026 (the "2026 notes") for $892.8 million in separate and privately negotiated tr
• $250 million — gregate purchase price of approximately $250 million. Item 9.01. Financial Statements and

Filing Documents

• afrm-20241220.htm (8-K) — 39KB
• exhibit41-affirmxindenture.htm (EX-4.1) — 849KB
• image_0a.jpg (GRAPHIC) — 1KB
• image_1a.jpg (GRAPHIC) — 2KB
• image_2a.jpg (GRAPHIC) — 2KB
• image_3a.jpg (GRAPHIC) — 2KB
• image_4a.jpg (GRAPHIC) — 2KB
• image_5a.jpg (GRAPHIC) — 2KB
• 0001820953-24-000073.txt ( ) — 1160KB
• afrm-20241220.xsd (EX-101.SCH) — 2KB
• afrm-20241220_lab.xml (EX-101.LAB) — 22KB
• afrm-20241220_pre.xml (EX-101.PRE) — 13KB
• afrm-20241220_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Indenture and Notes On December 20, 2024, Affirm Holdings, Inc. (the "Company") sold to Morgan Stanley & Co. LLC, Barclays Capital Inc. and J.P. Morgan Securities LLC, as representatives (the "Representatives") of the several initial purchasers (the "Initial Purchasers"), and the Initial Purchasers purchased from the Company, $920 million aggregate principal amount of the Company's 0.75% Convertible Senior Notes due 2029 (the "Notes"), pursuant to a purchase agreement (the "Purchase Agreement") between the Company and the Representatives. The $920 million aggregate principal amount of Notes included the exercise in full of the option granted by the Company to the Initial Purchasers to purchase up to an additional $120 million aggregate principal amount of the Notes. The Notes were offered in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), to the initial purchasers for initial resale to persons reasonably believed to be qualified institutional buyers pursuant to an exemption from registration provided by Rule 144A promulgated under the Securities Act. The offer and sale of the Notes and the Class A common stock of the Company (the "Class A common stock") issuable upon conversion, if any, have not been registered under the Securities Act or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. The issuance of Class A common stock upon conversion, if any, is expected to be exempt from registration pursuant to Section 3(a)(9) of the Securities Act. This Current Report on Form 8-K does not constitute an offer to sell nor the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to regis

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth in Item 1.01 above is incorporated by reference into this Item 3.02.

01. Other Events

Item 8.01. Other Events. 2026 Note Repurchases and Share Repurchases In connection with the sale of the Notes, the Company repurchased $960 million aggregate principal amount of the Company's 0% convertible notes due 2026 (the "2026 notes") for $892.8 million in separate and privately negotiated transactions with certain holders of the 2026 notes. The 2026 note repurchases are expected to settle on or about December 20, 2024. In addition, on December 20, 2024, the Company completed the repurchase of 3,526,590 shares of its Class A common stock from purchasers of Notes in privately negotiated transactions for an aggregate purchase price of approximately $250 million.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . 3 Exhibit No. Description 4.1 Indenture, dated December 20, 2024, between the Company and Wilmington Trust, National Association, as trustee. 4.2 Form of 0.75% Convertible Senior Note due 2029 (included in Exhibit 4.1). 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 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/ Rob O'Hare Name: Rob O'Hare Title: Chief Financial Officer Date: December 20, 2024 5

View Full Filing

View this 8-K filing on SEC EDGAR