Affirm Holdings, Inc.

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Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Affirm Holdings, Inc. (Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check all boxes that apply) ☒ No fee required. ☐ Fee paid previously with preliminary materials. ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
We are pleased to invite you to virtually attend the 2026 Annual Meeting of Stockholders (including any adjournments, continuations, or postponements thereof, the "Annual Meeting") of Affirm Holdings, Inc., a Nevada corporation ("Affirm", the "Company"or"we"). The Annual Meeting will be held exclusively online via live audio webcast at www.proxydocs.com/AFRM on Monday, December 14, 2026, at 9:00 a.m., Pacific Time. The virtual format of the Annual Meeting allows us to preserve and even increase stockholder access, while also saving time and money for both us and our stockholders and minimizing our environmental impact. Even with a virtual format, you will still be able to vote and submit questions during the meeting, and we encourage you to attend online and participate. The Annual Meeting will be held for the following purposes: 1. To elect the three Class III nominees for director named in the accompanying proxy statement to hold office until the 2029 Annual Meeting and until their successors have been duly elected and qualified or until such director's earlier death, resignation or removal. 2. To ratify the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2027. 3. To approve, on a non-binding advisory basis, the compensation of our named executive officers. 4. To conduct any other business properly brought before the Annual Meeting. These proposals, as well as instructions for accessing the virtual Annual Meeting, are more fully described in the accompanying proxy statement. The record date for the Annual Meeting is October 16, 2026. Only stockholders of record at the close of business on that date are entitled to notice of, and may vote at, the Annual Meeting. By Order of the Board of Directors
Katherine Adkins Chief Legal Officer, Chief Compliance Officer & Secretary
San Francisco, California October 23, 2026
Important notice regarding the availability of proxy materials for Affirm's 2026 Annual Meeting of Stockholders to be held on December 14, 2026: The notice, proxy statement and annual report are available at www.proxydocs.com/AFRM. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, WE ENCOURAGE YOU TO VOTE AND SUBMIT YOUR PROXY THROUGH THE INTERNET OR BY TELEPHONE OR REQUEST AND SUBMIT YOUR PROXY CARD AS SOON AS POSSIBLE, SO THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING.
PROXY SUMMARY 1 BOARD OF DIRECTORS AND CORPORATE GOVERNANCE 3 Director Nominees 4 Continuing Directors 5 Director Independence 8 Board Leadership Structure 8 Board and Stockholder Meetings and Committees 9 Compensation Committee Interlocks and Insider Participation 11 Individual Board Skills Matrix 11 Considerations in Evaluating Director Nominees 11 Stockholder Recommendations for Nominations to the Board of Directors 12 Investor Outreach 12 Communications with the Board of Directors 12 Corporate Governance Guidelines and Code of Ethics and Business Conduct 12 Role of the Board in Risk Oversight 12 Non-Employee Director Compensation 13 PROPOSAL NO. 1: ELECTION OF DIRECTORS 15 PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 16 AUDIT COMMITTEE REPORT 18 EXECUTIVE OFFICERS 19 COMPENSATION DISCUSSION AND ANALYSIS 20 COMPENSATION COMMITTEE REPORT 34 EXECUTIVE COMPENSATION TABLES 35 PROPOSAL NO. 3: APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS 48 EQUITY COMPENSATION PLAN INFORMATION 49 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 50 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 52 OTHER MATTERS 53 QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING 54 PROPOSALS OF STOCKHOLDERS FOR 202 7 ANNUAL MEETING 58 APPENDIX A 59
Headquarters | 221 Main Street, Floor 6, San Francisco, California 94105 | (415) 960-1518 Investor Relations Website | investors.affirm.com
Date and Time December 14, 2026 9:00 am (Pacific Time) Location Virtual-only at www.proxydocs.com/AFRM Record Date October 16, 2026
Voting Matters and Board Recommendations
Matter Board Recommendation Page Proposal 1 - Election of Three Class III Directors FOR each Director Nominee 15 Proposal 2 - Ratification of Deloitte & Touche as Independent Auditor for Fiscal Year Ending June 30, 2027 FOR 16 Proposal 3 - Non-Binding Advisory Vote to Approve Executive Compensation FOR 48
During the Meeting Live at www.proxydocs.com/AFRM By Telephone Follow the instructions in our proxy statement By Mail
Board of Directors Name 1 Class Director since Audit Committee Compensation Committee Nominating and Governance Committee Max Levchin III 2012 Richard Galanti II 2025 ✓ ✓ Brian D. Hughes III 2024 ✓ ✓ Jeremy Liew III 2013 ✓* ✓ Libor Michalek I 2021 Christa S. Quarles (I) II 2018 ✓ ✓* Jacqueline D. Reses I 2021 Manolo Sánchez II 2023 ✓ ✓ Ryan Schneider III 2026 ✓ ✓ Noel Watson I 2022 ✓*
* Indicates committee chair. (I) Indicates Lead Independent Director. 1 The Board and committee compositions are presented as of October 23, 2026. As part of the Board's ongoing refreshment process, Messrs. Hughes and Liew were not re-nominated for election at the Annual Meeting. The Board expects to refresh its committee compositions following the Annual Meeting to address the vacancies resulting from the departures of Messrs. Hughes and Liew. About Affirm - Who We Are
Affirm was founded in 2012 with a mission to deliver honest financial products that improve lives. We are building the
AFFIRM HOLDINGS, INC. 2026 PROXY STATEMENT 1
next generation payment network. We believe that by using modern technology, strong engineering talent, and a mission-driven approach, we can reinvent payments and commerce. Our solutions, which are built on trust and transparency, are designed to make it easier for consumers to spend and save responsibly and with confidence, easier for merchants and commerce platforms to convert sales and grow, and easier for commerce to thrive. Corporate Governance Highlights
✓ Lead Independent Director ✓ Sustainability report published annually ✓ Independent committee chairs ✓ Annual Board and committee self-evaluations ✓ Code of Ethics and Business Conduct applicable to all directors and officers ✓ Majority voting standard for the election of directors in uncontested elections ✓ Executive sessions for each Board meeting with independent directors ✓ None of our directors sit on the board of more than three other public companies in addition to our Board ✓ All of our directors attended at least 75% of the meetings of the Board and committees on which they served ✓ Board oversight of risk management and CEO succession planning ✓ Active board refreshment, with five new independent directors joining since 2022 ✓ Stock ownership guidelines for directors and executive officers
Executive Compensation and Financial Highlights
We strive to compensate our named executive officers in a manner that is competitive, rewards achievement of our business objectives, and aligns the interests of our named executive officers with those of our stockholders. Generally, we structure the annual compensation of our named executive officers using three principal elements: base salary, annual cash incentive opportunities, and long-term incentive compensation opportunities in the form of equity awards. We have designed our executive compensation program to achieve the following primary objectives:
Provide market competitive compensation and benefit levels to attract, motivate, reward and retain key members of our management team Establish a direct link between our financial and operational objectives and our compensation Align the interests and objectives of our named executive officers with our stockholders by linking long-term incentive compensation opportunities to company performance and stockholder value creation and cash incentives to annual performance
$4.3B ↑32%** Revenue Less Transaction Costs*
* Please refer to Appendix A for a discussion of GMV, which is a key operating metric. In addition, refer to Appendix A for a discussion of total revenue less transaction costs and adjusted operating loss, which are non-GAAP financial measures, as well as reconciliations to the most directly comparable GAAP measures. ** All comparisons are to the comparable figure for fiscal 2025 unless otherwise noted.
AFFIRM HOLDINGS, INC. 2026 PROXY STATEMENT 2
TABLE OF CONTENTS BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE Our business is managed under the direction of our Board, which is currently composed of ten members. Seven of our ten directors are independent within the meaning of the independent director requirements of the Nasdaq Stock Market LLC ("Nasdaq"). Our Board is divided into three classes with staggered three-year terms. At each Annual Meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring. Upon the recommendation of our Nominating and Governance Committee, we are nominating Max Levchin, James Bray and Ryan Schneider as Class III directors at the Annual Meeting. Mr. Levchin was most recently elected at our 2023 Annual Meeting of Stockholders. Mr. Schneider was appointed as a Class III director of our Board effective July 1, 2026 and was initially identified as a potential director candidate by o ur CEO. M r. Bray, who is a director nominee, was initially identified as a potential director candidate by our CEO. If elected, Messrs. Levchin, Bray and Schneider will each hold office for a three-year term until the Annual Meeting of stockholders to be held in 2029 and until their successors are elected and qualified or until such director's earlier death, resignation or removal. As part of the Board's ongoing refreshment process, the service of two of our current Class III directors, Brian D. Hughes and Jeremy Liew, will conclude at the Annual Meeting. Accordingly, the size of the Board will be reduced to nine members effective at the Annual Meeting.
The following table sets forth the names, ages a s of October 1, 2026 and certain other information for each of the Class III directors with terms expiring at the Annual Meeting, our Class III director nominee and for each of our continuing directors: Name Age Director since Term Expires Principal Occupation Our Committee Membership 1 Other Public Company Boards Class III Directors and Class III Director Nominee 2 Max Levchin 51 2012 2026 Founder, CEO and Chairman of Affirm Holdings, Inc. - 1 James Bray 53 Director nominee Principal, Rockford Pacific Holdings LLC Committee assignments to be determined after election 0 Brian D. Hughes 59 2024 2026 Independent Consultant and Strategic Advisor to the Boston Consulting Group Audit Committee, Compensation Committee 0 Jeremy Liew 55 2013 2026 Partner at Lightspeed Venture Partners Compensation Committee (chair), Nominating and Governance Committee 0 Ryan Schneider 56 2026 2026 Former Chief Executive Officer of Anywhere Real Estate Audit Committee, Nominating and Governance Committee 1 Class I Continuing Directors Libor Michalek 53 2021 2027 President of Affirm Holdings, Inc. - 0 Jacqueline D. Reses 56 2021 2027 Chief Executive Officer of Lead Bank - 1 Noel Watson 51 2022 2027 Chief Financial Officer and Chief Operating Officer of LegalZoom.com, Inc. Audit Committee (chair) 0 Class II Continuing Directors Richard Galanti 70 2025 2028 Former Executive Vice President and Chief Financial Officer of Costco Wholesale Corporation Compensation Committee, Nominating and Governance Committee 1 Christa S. Quarles* 52 2018 2028 Chief Executive Officer of Parallels Compensation Committee, Nominating and Governance Committee (chair) 1
AFFIRM HOLDINGS, INC. 2026 PROXY STATEMENT 3
TABLE OF CONTENTS BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Manolo Sánchez 60 2023 2028 Adjunct Professor at Rice University's Jones Graduate School of Business Audit Committee, Compensation Committee 3
* Lead Independent Director 1 The Board expects to refresh its committee compositions following the Annual Meeting to address the vacancies resulting from the departures of Messrs. Hughes and Liew. 2 As part of the Board's ongoing refreshment process, Messrs. Hughes and Liew were not re-nominated for election at the Annual Meeting.
Board Committees: None MAX LEVCHIN Chairman and Chief Executive Officer of Affirm Holdings, Inc. Skills and Qualifications: - CEO Experience - Engineering, Technology, Innovation - Payments, Financial Services, FinTech - Government/Public Service - Bank Regulatory - Venture Capital/Private Equity - Operational Experience - Business Development/M&A Other Public Company Boards - The Coca-Cola Company Former Public Company Boards (During Past 5 Years) - None Mr. Levchin is our Founder and has served as our Chairman and Chief Executive Officer ("CEO") since our founding in 2012. Affirm was spun out of 2012 MRL Investments LLC (f/k/a HVF, LLC), an exploration company Mr. Levchin founded in 2011 to create and fund companies that leveraged large data sets in new ways. Mr. Levchin also helped create Yelp Inc., a consumer internet company, and co-founded PayPal, where he served as Chief Technology Officer from its founding until its sale to eBay in 2003. Mr. Levchin was selected to serve on our Board because of the perspective and experience he brings as our Founder and CEO, as well as his experience as a founder of several technology companies.
Board Committees: ▪ Committee assignments to be determined after election JAMES BRAY Principal, Rockford Pacific Holdings LLC Skills and Qualifications: - Payments, Financial Services, FinTech - Engineering, Technology, Innovation - Financial Expertise - Business Development/M&A - Venture Capital/Private Equity - International, Global - Academia Other Public Company Boards - None Former Public Company Boards (During Past 5 Years) - None Mr. Bray has served as a Principal at Rockford Pacific Holdings LLC since July 2026. He previously served as a Partner of Capital Group, one of the world's largest privately held investment management firms, from December 2017 to July 2026. Mr. Bray had research and investment responsibility for companies in the payments, technology and services sectors. Prior to becoming a Partner, Mr. Bray served in roles of increasing responsibility at Capital Group after joining in 2006. Mr. Bray serves on the Advisory Board of the University of Chicago Center for Applied Artificial Intelligence. Mr. Bray was selected as a director nominee due to his extensive experience in capital markets and investment management, his deep knowledge of the payments, financial technology and technology sectors, and his substantial financial and analytical expertise.
AFFIRM HOLDINGS, INC. 2026 PROXY STATEMENT 4
TABLE OF CONTENTS BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Board Committees: ▪ Audit Committee ▪ Nominating and Governance Committee RYAN SCHNEIDER Former Chief Executive Officer, Anywhere Real Estate Skills and Qualifications: - Payments, Financial Services, FinTech - Engineering, Technology, Innovation - Current/Former CEO - Audit Committee Financial Expert - Financial Expertise - Operational Experience - Business Development/M&A - Marketing, Brand - Bank Regulatory - Legal, Government Relations - International, Global - Risk Management - Public Company Audit Committee - Public Company Compensation Committee - Public Company Nominating/Governance Committee Other Public Company Boards - Elevance Health Former Public Company Boards (During Past 5 Years) - Anywhere Real Estate (2017-2026) Mr. Schneider was the Chief Executive Officer for Anywhere Real Estate, a global leader in residential real estate franchising and brokerage, from 2018 to 2026, prior to which he was President from October to December 2017. Prior to Anywhere Real Estate, he served as President, Card Business for Capital One Financial Corporation from 2007 to 2016, where he was responsible for U.S., U.K., and Canada credit card businesses, and also served as senior advisor from 2016 to 2017. Mr. Schneider previously served as a partner at McKinsey & Company with a focus on financial services clients. Mr. Schneider was selected to serve on the Company's Board due to his extensive executive leadership, finance, marketing, consumer insights and technology experience, and his public company board service.
Directors Continuing in Office - Class I (Term Ending in 2027)
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Affirm Holdings, Inc., DEF 14ASEC EDGAR dosya no 000162828026067042
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