afrm-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-39888

Affirm Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware									84-2224323
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)

650 California Street
San Francisco, California									94108
(Address of principal executive offices)									(Zip Code)

(415) 960-1518

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.00001 per share

AFRM

The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 2, 2025, the number of shares of the registrant’s Class A common stock outstanding was 281,825,613 and the number of shares of the registrant’s Class B common stock outstanding was 40,774,346.

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TABLE OF CONTENTS


						Page
Cover						1
Table of Contents						2
Part I - Financial Information						5
Item 1. Financial Statements						5
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)						5
CONDENSED CONSOLIDATED BALANCE SHEETS, CONT. (Unaudited)						6
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited)						7
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)						8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)						10
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, CONT. (Unaudited)						11
1. Business Description						12
2. Summary of Significant Accounting Policies						12
3. Revenue						14
4. Loans Held for Investment and Allowance for Credit Losses						17
5. Balance Sheet Components						21
6. Leases						24
7. Commitments and Contingencies						25
8. Debt						27
9. Securitization and Variable Interest Entities						33
10. Investments						35
11. Derivative Financial Instruments						39
12. Fair Value of Financial Assets and Liabilities						41
13. Stockholders’ Equity						52
14. Equity Incentive Plans						53
15. Restructuring						56
16. Income Taxes						56
17. Net Income (Loss) per Share Attributable to Common Stockholders						57
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations						59
Item 3. Quantitative and Qualitative Disclosures About Market Risk						76
Item 4. Controls and Procedures						78
Part II - Other Information						79
Item 1. Legal Proceedings						79
Item 1A. Risk Factors						79
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds						80
Item 3. Defaults Upon Senior Securities						80
Item 4. Mine Safety Disclosures						80
Item 5. Other Information						81
Item 6. Exhibits						82
Signatures						83

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Form 10-Q”), as well as information included in oral statements or other written statements made or to be made by us, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve substantial risks and uncertainties. All statements other than statements of historical fact contained in this Report, including statements regarding our future results of operations and financial condition, business strategy, and plans and objectives of management regarding future operations, are forward-looking statements. In some cases, forward-looking statements may be identified by words such as “anticipate,” “believe,” “continue,” “could,” “design,” “estimate,” “expect,” “intend,” “may,” “plan,” “potentially,” “predict,” “project,” “should,” “will,” “would,” or the negative of these terms or other similar expressions. These forward-looking statements include, but are not limited to, statements concerning the following:

•our expectations regarding our future revenue, expenses, and other operating results and key operating metrics;

•our ability to attract new merchant partners and commerce platforms and grow our relationships with existing merchant partners and commerce platforms;

•our ability to compete successfully in a highly competitive and evolving industry;

•our ability to attract new consumers and retain and grow our relationships with our existing consumers;

•our expectations regarding the development, innovation, introduction of, and demand for, our products;

•our ability to successfully maintain our relationship with existing originating bank partners and card issuing bank partners and engage additional originating bank partners and card issuing bank partners;

•our ability to maintain, renew or replace our existing funding arrangements and build and grow new funding relationships;

•the impact of any of our funding sources becoming unwilling or unable to provide funding to us on terms acceptable to us, or at all;

•our ability to effectively price and score credit risk using our proprietary risk model;

•the performance of loans facilitated and originated through our platform;

•the future growth rate of our revenue and related key operating metrics;

•our ability to achieve sustained profitability in the future;

•our ability, and the ability of our originating bank and other partners, to comply, and remain in compliance with, laws and regulations that currently apply or become applicable to our business or the businesses of such partners;

•our ability to protect our confidential, proprietary, or sensitive information;

•past and future acquisitions, investments, and other strategic investments;

•our ability to maintain, protect, and enhance our brand and intellectual property;

•litigation, investigations, regulatory inquiries, and proceedings;

•developments in our regulatory environment;

•the impact of macroeconomic conditions on our business, including the impacts of inflation, an elevated interest rate environment and corresponding elevated negotiated interest rate spreads, ongoing recessionary concerns, uncertainty relating to the magnitude, duration and impact of tariffs on global trade, and the potential impact of macroeconomic conditions on the stability of the financial institutions with whom we do business; and

•the size and growth rates of the markets in which we compete.

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Forward-looking statements, including statements such as “we believe” and similar statements, are based on our management’s current beliefs, opinions and assumptions and on information currently available as of the date of this Report. Such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, including risks described in the section titled “Risk Factors” and elsewhere in this Form 10-Q and in our most recently filed Annual Report on Form 10-K for the fiscal year ended June 30, 2024 (the “Annual Report”). Other sections of this Form 10-Q may include additional factors that could harm our business and financial performance. Moreover, we operate in a very competitive, heavily regulated and rapidly changing environment. New risks emerge from time to time, and it is not possible for our management to predict all risks that we may face, nor can we assess the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause our actual results to differ from those contained in, or implied by, any forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable as of the date of this Report, we cannot guarantee future results, levels of activity, performance, achievements, events, outcomes, timing of results or circumstances. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Report or to conform these statements to actual results or to changes in our expectations. You should read this Form 10-Q and the documents that we have filed as exhibits to this Report with the understanding that our actual future results, levels of activity, performance, outcomes, achievements and timing of results or outcomes may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

Investors and others should note that we may announce material business and financial information to our investors using our investor relations website (investors.affirm.com), our filings with the Securities and Exchange Commission (“SEC”), webcasts, press releases, conference calls, and social media. We use these mediums, including our website, to communicate with investors and the general public about our company, our products, and other issues. It is possible that the information that we make available on our website may be deemed to be material information. We therefore encourage investors and others interested in our Company to review the information that we make available on our website. The contents of our website are not incorporated into this filing. We have included our investor relations website address only as an inactive textual reference for convenience and do not intend it to be an active link to our website.

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Part I - Financial Information

Item 1. Financial Statements

AFFIRM HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except shares and per share amounts)


	March 31, 2025		June 30, 2024
Assets
Cash and cash equivalents	$	1,351,148	$	1,013,106
Restricted cash	384,811		282,293
Securities available for sale at fair value	780,170		1,131,628
Loans held for sale	1		36
Loans held for investment	6,630,446		5,670,056
Allowance for credit losses	(374,987)		(309,097)
Loans held for investment, net	6,255,459		5,360,959
Accounts receivable, net	220,279		353,028
Property, equipment and software, net	543,327		427,686
Goodwill	522,346		533,439
Intangible assets	12,416		13,502
Commercial agreement assets	65,178		104,602
Other assets	301,052		299,340
Total assets	$	10,436,187	$	9,519,619
Liabilities and stockholders’ equity
Liabilities:
Accounts payable	$	41,057	$	41,019
Payable to third-party loan owners	176,996		159,643
Accrued interest payable	23,944		24,327
Accrued expenses and other liabilities	173,629		147,429
Convertible senior notes, net	1,152,019		1,341,430
Notes issued by securitization trusts	4,084,934		3,236,873
Funding debt	1,908,693		1,836,909
Total liabilities	7,561,272		6,787,630
Commitments and contingencies (Note 7)
Stockholders’ equity:
Class A common stock, par value $0.00001 per share: 3,030,000,000 shares authorized, 281,746,395 shares issued and outstanding as of March 31, 2025; 3,030,000,000 shares authorized, 267,305,456 shares issued and outstanding as of June 30, 2024	2		2
Class B common stock, par value $0.00001 per share: 140,000,000 shares authorized, 40,774,346 shares issued and outstanding as of March 31, 2025; 140,000,000 authorized, 43,747,575 shares issued and outstanding as of June 30, 2024	1		1
Additional paid in capital	6,045,479		5,862,555
Accumulated deficit	(3,126,062)		(3,109,004)
Accumulated other comprehensive loss	(44,504)		(21,565)
Total stockholders’ equity	2,874,916		2,731,989
Total liabilities and stockholders’ equity	$	10,436,187	$	9,519,619

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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AFFIRM HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS, CONT.

(Unaudited)

(in thousands)

The following table presents the assets and liabilities of consolidated variable interest entities (“VIEs”), which are included in the interim condensed consolidated balance sheets above. The assets in the table below may only be used to settle obligations of consolidated VIEs and are in excess of those obligations. The liabilities in the table below include liabilities for which creditors do not have recourse to the general credit of the Company. Additionally, the assets and liabilities in the table below include third-party assets and liabilities of consolidated VIEs only and exclude intercompany balances that eliminate upon consolidation.


	March 31, 2025		June 30, 2024
Assets of consolidated VIEs, included in total assets above
Restricted cash	$	134,459	$	145,829
Loans held for investment	6,426,888		5,461,660
Allowance for credit losses	(327,258)		(242,991)
Loans held for investment, net	6,099,629		5,218,669
Accounts receivable, net	2,988		2,961
Other assets	3,808		10,676
Total assets of consolidated VIEs	$	6,240,884	$	5,378,135
Liabilities of consolidated VIEs, included in total liabilities above
Accounts payable	$	2,700	$	2,830
Accrued interest payable	21,847		24,220
Accrued expenses and other liabilities	4,300		11,115
Notes issued by securitization trusts	4,084,934		3,236,873
Funding debt	1,864,496		1,794,984
Total liabilities of consolidated VIEs	5,978,278		5,070,022
Total net assets of consolidated VIEs	$	262,606	$	308,113

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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AFFIRM HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(in thousands, except share and per share amounts)


	Three Months Ended March 31,				Nine Months Ended March 31,
	2025		2024		2025		2024
Revenue
Merchant network revenue	$	213,973	$	159,292	$	643,207	$	493,599
Card network revenue	58,572		35,676		164,194		108,421
Total network revenue	272,545		194,968		807,401		602,020
Interest income	402,701		315,712		1,189,132		866,737
Gain on sales of loans	75,838		40,183		264,739		127,170
Servicing income	32,050		25,294		86,723		67,887
Total revenue, net	$	783,135	$	576,157	$	2,347,995	$	1,663,814
Operating expenses
Loss on loan purchase commitment	$	57,290	$	44,143	$	181,805	$	132,639
Provision for credit losses	147,252		122,443		460,056		343,019
Funding costs	107,631		90,449		319,539		248,997
Processing and servicing	118,398		88,209		329,504		254,083
Technology and data analytics	152,620		124,828		435,123		377,626
Sales and marketing	74,022		132,950		355,293		441,081
General and administrative	134,303		128,721		412,196		401,832
Restructuring and other	12		5,203		(184)		6,924
Total operating expenses	$	791,527	$	736,946	$	2,493,332	$	2,206,201
Operating loss	$	(8,393)	$	(160,789)	$	(145,337)	$	(542,387)
Other income, net	13,738		27,743		135,221		70,999
Income (loss) before income taxes	$	5,345	$	(133,046)	$	(10,116)	$	(471,388)
Income tax expense	2,541		890		6,942		1,233
Net income (loss)	$	2,804	$	(133,936)	$	(17,058)	$	(472,621)
Other comprehensive income (loss)
Foreign currency translation adjustments	$	3,550	$	(10,879)	$	(23,573)	$	(8,953)
Unrealized gain (loss) on securities available for sale, net	778		(30)		3,494		6,176
Gain (loss) on cash flow hedges	(1,279)		750		(2,860)		899
Net other comprehensive income (loss)	$	3,049	$	(10,159)	$	(22,939)	$	(1,878)
Comprehensive income (loss)	$	5,853	$	(144,095)	$	(39,998)	$	(474,499)
Per share data:
Net income (loss) per share attributable to common stockholders for Class A and Class B
Basic	$	0.01	$	(0.43)	$	(0.05)	$	(1.53)
Diluted	$	0.01	$	(0.43)	$	(0.05)	$	(1.53)
Weighted average common shares outstanding
Basic	324,053,967		312,626,728		321,505,149		307,995,889
Diluted	344,224,332		312,626,728		321,505,149		307,995,889

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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AFFIRM HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(Unaudited)

(in thousands, except share amounts)


	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Shares (1)	Amount
Balance as of June 30, 2024	311,053,031	$	3	$	5,862,555	$	(3,109,004)	$	(21,565)	$	2,731,989
Issuance of common stock upon exercise of stock options	432,277	—		3,596		—		—		3,596
Vesting of restricted stock units	2,492,095	—		—		—		—		—
Vesting of warrants for common stock	—	—		107,263		—		—		107,263
Stock-based compensation	—	—		143,711		—		—		143,711
Tax withholding on stock-based compensation	—	—		(63,208)		—		—		(63,208)
Foreign currency translation adjustments	—	—		—		—		8,346		8,346
Unrealized gain on securities available for sale	—	—		—		—		5,589		5,589
Loss on cash flow hedges	—	—		—		—		(1,492)		(1,492)
Net loss	—	—		—		(100,222)		—		(100,222)
Balance as of September 30, 2024	313,977,403	$	3	$	6,053,917	$	(3,209,226)	$	(9,122)	$	2,835,572
Issuance of common stock upon exercise of stock options	2,762,075	—		30,700		—		—		30,700
Issuance of common stock, employee share purchase plan	204,650	—		5,092		—		—		5,092
Repurchases of common stock	(3,526,590)	—		(250,000)		—		—		(250,000)
Vesting of restricted stock units	2,317,736	—		—		—		—		—
Vesting of warrants for common stock	—	—		86,776		—		—		86,776
Stock-based compensation	—	—		130,806		—		—		130,806
Tax withholding on stock-based compensation	—	—		(95,335)		—		—		(95,335)
Foreign currency translation adjustments	—	—		—		—		(35,469)		(35,469)
Unrealized loss on securities available for sale	—	—		—		—		(2,873)		(2,873)
Loss on cash flow hedges	—	—		—		—		(89)		(89)
Net income	—	—		—		80,360		—		80,360
Balance as of December 31, 2024	315,735,274	$	3	$	5,961,956	$	(3,128,866)	$	(47,553)	$	2,785,540
Issuance of common stock upon exercise of stock options	1,037,308	—		10,528		—		—		10,528
Issuance of common stock upon exercise of warrants	3,499,453	—		—		—		—		—
Vesting of restricted stock units	2,248,706	—		—		—		—		—
Vesting of warrants for common stock	—	—		36,062		—		—		36,062
Stock-based compensation	—	—		119,976		—		—		119,976
Tax withholding on stock-based compensation	—	—		(83,043)		—		—		(83,043)
Foreign currency translation adjustments	—	—		—		—		3,550		3,550
Unrealized gain on securities available for sale	—	—		—		—		778		778
Loss on cash flow hedges	—	—		—		—		(1,279)		(1,279)
Net income	—	—		—		2,804		—		2,804
Balance as of March 31, 2025	322,520,741	$	3	$	6,045,479	$	(3,126,062)	$	(44,504)	$	2,874,916

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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AFFIRM HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(Unaudited)

(in thousands, except share amounts)


	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Shares (1)	Amount
Balance as of June 30, 2023	296,846,217	$	3	$	5,140,850	$	(2,591,247)	$	(15,423)	$	2,534,183
Issuance of common stock upon exercise of stock options	495,350	—		3,625		—		—		3,625
Vesting of restricted stock units	3,740,320	—		—		—		—		—
Vesting of warrants for common stock	—	—		95,910		—		—		95,910
Stock-based compensation	—	—		151,162		—		—		151,162
Tax withholding on stock-based compensation	—	—		(36,515)		—		—		(36,515)
Foreign currency translation adjustments	—	—		—		—		(11,898)		(11,898)
Unrealized gain on securities available for sale	—	—		—		—		1,353		1,353
Gain on cash flow hedges	—	—		—		—		763		763
Net loss	—	—		—		(171,783)		—		(171,783)
Balance as of September 30, 2023	301,081,887	$	3	$	5,355,032	$	(2,763,030)	$	(25,205)	$	2,566,800
Issuance of common stock upon exercise of stock options	1,922,621	—		17,419		—		—		17,419
Issuance of common stock, employee share purchase plan	333,847	—		4,137		—		—		4,137
Vesting of restricted stock units	2,195,991	—		—		—		—		—
Vesting of warrants for common stock	—	—		114,705		—		—		114,705
Stock-based compensation	—	—		119,821		—		—		119,821
Tax withholding on stock-based compensation	—	—		(39,159)		—		—		(39,159)
Foreign currency translation adjustments	—	—		—		—		13,824		13,824
Unrealized gain on securities available for sale	—	—		—		—		4,853		4,853
Loss on cash flow hedges	—	—		—		—		(614)		(614)
Net loss	—	—		—		(166,902)		—		(166,902)
Balance as of December 31, 2023	305,534,346	$	3	$	5,571,955	$	(2,929,932)	$	(7,142)	$	2,634,884
Issuance of common stock upon exercise of stock options	233,328	—		1,154		—		—		1,154
Vesting of restricted stock units	2,770,527	—		—		—		—		—
Vesting of warrants for common stock	—	—		95,974		—		—		95,974
Stock-based compensation	—	—		108,056		—		—		108,056
Tax withholding on stock-based compensation	—	—		(72,513)		—		—		(72,513)
Foreign currency translation adjustments	—	—		—		—		(10,879)		(10,879)
Unrealized loss on securities available for sale	—	—		—		—		(30)		(30)
Gain on cash flow hedges	—	—		—		—		750		750
Net loss	—	—		—		(133,936)		—		(133,936)
Balance as of March 31, 2024	308,538,201	$	3	$	5,704,626	$	(3,063,868)	$	(17,301)	$	2,623,460

(1)The share amounts listed above combine Class A and Class B stock.

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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AFFIRM HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)


	Nine Months Ended March 31,
	2025		2024
Cash flows from operating activities
Net loss	$	(17,058)	$	(472,621)
Adjustments to reconcile net loss to net cash used in operating activities:
Provision for losses	460,056		343,019
Amortization of premiums and discounts on loans	(171,827)		(137,683)
Gain on sales of loans	(264,739)		(127,170)
Gain on extinguishment of debt	(82,418)		(5,359)
Changes in fair value of assets and liabilities	5,456		(3,645)
Amortization of commercial agreement assets	39,424		58,969
Amortization of debt issuance costs	23,298		18,888
Amortization of discount on securities available for sale	(34,182)		(32,280)
Commercial agreement warrant expense	230,102		306,588
Stock-based compensation	255,938		279,598
Depreciation and amortization	161,081		103,655
Other	9,980		22,174
Change in operating assets and liabilities:
Purchases and origination of loans held for sale	(3,051,742)		(3,136,368)
Proceeds from the sale of loans held for sale	3,051,803		3,163,048
Accounts receivable, net	123,897		(105,766)
Other assets	(17,992)		58,181
Accounts payable	39		6,622
Payable to third-party loan buyers	17,353		75,878
Accrued interest payable	(383)		9,613
Accrued expenses and other liabilities	(18,813)		(43,966)
Net cash provided by operating activities	719,272		381,375
Cash flows from investing activities
Purchases and origination of loans held for investment	(22,727,969)		(15,557,208)
Proceeds from the sale of loans held for investment	8,122,806		4,180,019
Principal repayments and other loan servicing activity	13,649,667		10,314,290
Additions to property, equipment and software	(141,069)		(121,040)
Purchases of securities available for sale	(553,595)		(461,242)
Proceeds from maturities and repayments of securities available for sale	984,387		891,875
Other investing cash inflows/(outflows)	37,224		(34,210)
Net cash used in investing activities	(628,550)		(787,516)
Cash flows from financing activities
Proceeds from the issuance of convertible notes	920,000		—
Proceeds from the issuance of funding debt	14,023,995		8,825,076
Payment of debt issuance costs	(42,759)		(19,188)
Principal repayments of funding debt	(13,932,542)		(8,964,832)
Extinguishment of convertible debt	(1,012,856)		(25,560)
Proceeds from issuance of notes and certificates by securitization trust	1,750,000		1,601,828
Principal repayments of notes issued by securitization trust	(900,000)		(528,279)
Proceeds from exercise of common stock options and warrants and contributions to ESPP	49,915		26,321
Repurchase of common stock	(250,000)		—
Payments of tax withholding for stock-based compensation	(241,586)		(148,186)
Net cash provided by financing activities	364,166		767,180
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(14,328)		(1,292)
Net increase in cash, cash equivalents and restricted cash	440,560		359,747
Cash, cash equivalents and restricted cash, beginning of period	1,295,399		1,259,944
Cash, cash equivalents and restricted cash, end of period	$	1,735,959	$	1,619,691

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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AFFIRM HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, CONT.

(Unaudited)

(in thousands)


	Nine Months Ended March 31,
	2025		2024
Reconciliation to amounts on consolidated balance sheets (as of period end)
Cash and cash equivalents	1,351,148		1,272,760
Restricted cash	384,811		346,931
Total cash, cash equivalents and restricted cash	$	1,735,959	$	1,619,691


	Nine Months Ended March 31,
	2025		2024
Supplemental disclosures of cash flow information
Cash payments for interest expense	$	302,791	$	228,496
Cash paid for operating leases	12,501		11,947
Cash paid for income taxes	2,432		588
Supplemental disclosures of non-cash investing and financing activities
Stock-based compensation included in capitalized internal-use software	138,555		99,441
Right of use assets obtained in exchange for operating lease liabilities	7,418		—
Securities retained under unconsolidated securitization transactions	41,940		—

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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1. Business Description

Affirm Holdings, Inc. (“Affirm,” the “Company,” “we,” “us,” or “our”), headquartered in San Francisco, California, provides consumers with a simpler, more transparent, and flexible alternative to traditional payment options. Our mission is to deliver honest financial products that improve lives. Through our next-generation commerce platform, agreements with originating banks, and capital markets partners, we enable consumers to confidently pay for a purchase over time. When a consumer applies for a loan through our platform, the loan is underwritten using our proprietary risk model, and once approved, the consumer selects their preferred repayment option. Loans are directly originated or funded and issued by our originating bank partners.

Merchants partner with us to transform the consumer shopping experience and to acquire and convert consumers more effectively through our frictionless point-of-sale payment solutions. Consumers get the flexibility to buy now and make simple regular payments for their purchases and merchants see increased average order value, repeat purchase rates, and an overall more satisfied consumer base. Unlike legacy payment options and our competitors’ product offerings, which charge deferred or compounding interest and unexpected costs, we disclose up-front to consumers exactly what they will owe — no hidden fees, no deferred interest, no penalties.

2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying interim condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), as contained in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), disclosure requirements for interim financial information, and the requirements of Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto for the fiscal year ended June 30, 2024. The balance sheet as of June 30, 2024 has been derived from the audited financial statements at that date. Management believes these interim condensed consolidated financial statements reflect all adjustments, including those of a normal and recurring nature, which are necessary for a fair presentation of the results for the interim periods presented. Within the interim condensed consolidated financial statements and tables presented in the accompanying notes, certain columns and rows may not sum due to the use of rounded numbers for disclosure purposes. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year or any other interim period.

Our interim condensed financial statements have been prepared on a consolidated basis. Under this basis of presentation, our financial statements consolidate all wholly owned subsidiaries and variable interest entities (“VIEs”), in which we have a controlling financial interest. These include various business trust entities and limited partnerships established to enter into warehouse credit agreements with certain lenders for funding debt facilities and certain asset-backed securitization transactions. All intercompany accounts and transactions have been eliminated in consolidation.

Our variable interest arises from contractual, ownership, or other monetary interests in the entity, which changes with fluctuations in the fair value of the entity’s net assets. We consolidate a VIE when we are deemed to be the primary beneficiary. We assess whether or not we are the primary beneficiary of a VIE on an ongoing basis.

Use of Estimates

The preparation of interim condensed consolidated financial statements in conformity with U.S. GAAP requires the use of estimates, judgments and assumptions that affect the reported amounts in the interim condensed consolidated financial statements and the accompanying notes. Material estimates that are particularly susceptible to significant change relate to determination of the allowance for credit losses, capitalized internal-use software development costs, valuation allowance for deferred tax assets, loss on loan purchase commitment, discount on

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directly originated loans, the evaluation for impairment of intangible assets and goodwill, the fair value of available for sale debt securities including retained interests in our securitization trusts, the fair value of risk sharing arrangements, and stock-based compensation, including the fair value of warrants issued to nonemployees. We base our estimates on historical experience, current events, and other factors we believe to be reasonable under the circumstances. To the extent that there are material differences between these estimates and actual results, our financial condition or operating results will be materially affected.

These estimates are based on information available as of the date of the interim condensed consolidated financial statements; therefore, actual results could differ materially from those estimates.

Significant Accounting Policies

There were no material changes to our significant accounting policies as disclosed in Note 2. Summary of Significant Accounting Policies of our Annual Report on Form 10-K for the fiscal year ended June 30, 2024, which was filed with the SEC on August 28, 2024.

Recent Accounting Pronouncements Not Yet Adopted

Segment Reporting

In November 2023, the FASB issued Accounting Standards Update(“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”. The new guidance modifies the existing annual and interim segment reporting disclosures. The purpose of the update is to enable investors to better understand an entity’s overall performance and assess potential future cash flows, primarily through enhanced disclosure requirements on significant segment expenses. The ASU is effective for annual reporting periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, and should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is permitted. We are in the process of evaluating the impact of adopting this accounting standard update on our consolidated financial statements and disclosures.

Income Taxes

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The new guidance is expected to increase transparency and usefulness of income tax disclosures through improvements to the rate reconciliation, income taxes paid, and other disclosure requirements. The ASU is effective for fiscal years beginning after December 15, 2024 and should be applied on a prospective basis, although retrospective application is permitted. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. We are in the process of evaluating the impact of adopting this accounting standard update on our consolidated financial statements and disclosures.

Reporting Comprehensive Income

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”. Subsequent to the issuance of ASU 2024-03, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. The new guidance requires disclosure, in the notes to the financial statements, specified information about certain income statement costs and expenses for each interim and annual reporting period. The ASU is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, and should be applied on a prospective basis, although retrospective application is permitted. Early adoption is permitted. We are in the process of evaluating the impact of adopting this accounting standard update on our consolidated financial statements and disclosures.

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Debt with Conversion and Other Options

In November 2024, the FASB issued ASU 2024-04, “Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments”. The new guidance clarifies the requirements for determining whether certain settlements of convertible debt should be accounted for as an induced conversion. The ASU is effective for fiscal years beginning after December 15, 2025 and interim periods within those annual reporting periods, and should be applied on a prospective basis, although retrospective application is permitted. Early adoption is permitted. We are in the process of evaluating the impact of adopting this accounting standard update on our consolidated financial statements and disclosures.

3. Revenue

The following table presents our revenue disaggregated by revenue source (in thousands):


	Three Months Ended March 31,				Nine Months Ended March 31,
	2025		2024		2025		2024
Merchant network revenue	$	213,973	$	159,292	$	643,207	$	493,599
Card network revenue	58,572		35,676		164,194		108,421
Interest income	402,701		315,712		1,189,132		866,737
Gain on sales of loans	75,838		40,183		264,739		127,170
Servicing income	32,050		25,294		86,723		67,887
Total revenue, net	$	783,135	$	576,157	$	2,347,995	$	1,663,814

Merchant Network Revenue — Revenue from Contracts with Customers

Merchant network revenue primarily consists of merchant fees. Merchant partners (or integrated merchants) are generally charged a fee based on gross merchandise volume (“GMV”) processed through the Affirm platform. The fees vary depending on the individual arrangement between us and each merchant and on the terms of the product offering. The fee is recognized at the point in time the merchant successfully confirms the transaction, which is when the terms of the executed merchant agreement are fulfilled.

Our contracts with merchants are defined at the transaction level and do not extend beyond the service already provided (i.e., each transaction represents a separate contract). The fees collected from merchants for each transaction are determined as a percentage of the value of the goods purchased by the consumer from merchants and consider a number of factors including the end consumer’s credit risk and financing term. We do not have any capitalized contract costs, and do not carry any material contract balances.

Our service comprises a single performance obligation to merchants to facilitate transactions with consumers. From time to time, we offer merchants incentives to promote our platform to their customers, such as fee reductions or rebates. These amounts are recorded as a reduction to merchant network revenue.

We may originate certain loans via our wholly-owned subsidiaries, with zero or below market interest rates. In these instances, the par value of the loans originated is in excess of the fair market value of such loans, resulting in a loss on loan origination, which we record as a reduction to merchant network revenue. In certain cases, the losses incurred on loans originated for a merchant may exceed the total merchant network revenue earned on those loans. We record the excess loss amounts as a sales and marketing expense.

A portion of merchant network revenue relates to affiliate network revenue, which is generated when a user makes a purchase on a merchant’s website after being directed from an advertisement on Affirm’s website or mobile application. We earn a fixed placement fee and/or commission as a percentage of the associated sale. Revenue is recognized at the point in time when the performance obligation has been fulfilled, which is when the sale occurs.

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For the three and nine months ended March 31, 2025 and 2024, there were no merchants that individually exceeded 10% of total revenue.

Card Network Revenue — Revenue from Contracts with Customers

We have agreements with card-issuing partners to facilitate the issuance of physical and virtual cards to be used by consumers at checkout. Prior to purchase, consumers can apply at Affirm.com or via the Affirm app and, upon approval, use a physical or virtual card to complete their purchase online or in-store. The card is funded at the time a transaction is authorized using cash held by the card-issuing partner in a reserve fund. Eligible consumers can also use the Affirm Card, a card issued by a card-issuing partner to pay in full, via their linked bank account, or pay later, by using a unique post-purchase feature that allows them to instantly convert any eligible transaction into an installment loan. Where applicable, our originating bank partner, or wholly-owned subsidiaries, then originates a loan to the consumer after the transaction is confirmed by the merchant. The merchant is charged interchange fees for each successful card transaction, and a portion of this revenue is shared with us by our card-issuing partners.

Merchants may also elect to utilize our agreement with card-issuing partners as a means of integrating Affirm services. Similarly, for these arrangements with integrated merchants, the merchant is charged interchange fees for each successful card transaction and a portion of this revenue is shared with us. From time to time, we offer certain integrated merchants promotional incentives to promote our platform to their customers, such as rebates of interchange fees incurred by the merchant. These amounts are recorded as a reduction of card network revenue.

Our contracts with our card-issuing partners are defined at the transaction level and do not extend beyond the service already provided. The revenue collected from card-issuing partners for each transaction are determined as a percentage of the interchange fees charged on transactions facilitated on the payment processor network, and revenue is recognized at the point in time the transaction is completed successfully. The amounts collected are presented in revenue, net of associated transaction-related processing fees paid to our card-issuing partners. We have concluded that the revenue collected does not give rise to a future material right because the pricing of each transaction does not depend on the volume of prior successful transactions. We do not have any capitalized contract costs, and do not carry any material contract balances.

Our service comprises a single performance obligation to the card-issuing partner to facilitate transactions with consumers.

A portion of card network revenue relates to incentive payments from card network partners, which we are eligible to receive for reaching certain cumulative volume targets on program cards issued by our card-issuing partners. We earn incentive revenue as a percentage of each associated transaction and estimate the applicable percentage based on observed cumulative volume on program cards. Revenue is recognized at the point in time when the performance obligation has been fulfilled, which is when the transaction is completed successfully.

Interest Income

Interest income consisted of the following components (in thousands):


	Three Months Ended March 31,				Nine Months Ended March 31,
	2025		2024		2025		2024
Contractual interest income on unpaid principal balance	$	369,671	$	273,581	$	1,082,744	$	747,955
Amortization of discount on loans	65,639		53,960		186,450		150,102
Amortization of premiums on loans	(5,108)		(4,256)		(14,623)		(12,419)
Interest receivable charged-off, net of recoveries	(27,501)		(7,573)		(65,439)		(18,901)
Total interest income	$	402,701	$	315,712	$	1,189,132	$	866,737

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We accrue interest income using the effective interest method, which includes the amortization of any discounts or premiums on loan receivables created upon the purchase of a loan from our originating bank partners or upon the origination of a loan. Interest income on a loan is accrued daily, based on the finance charge disclosed to the consumer, over the term of the loan based upon the principal outstanding. The accrual of interest on a loan is suspended if a formal dispute with the consumer involving either Affirm or the merchant of record is opened, or a loan is 120 days past due. Upon the resolution of a dispute with the consumer, the accrual of interest is resumed, and any interest that would have been earned during the disputed period is retroactively accrued. As of March 31, 2025 and June 30, 2024, the balance of loans held for investment on non-accrual status was $5.1 million and $2.6 million, respectively.

The account is charged-off in the period if the account becomes 120 days past due or meets other charge-off policy requirements. Past due status is based on the contractual terms of the loans. Previously recognized interest receivable from charged-off loans that is accrued but not collected from the consumer is charged-off.

Gain on Sales of Loans

We sell certain loans we originate or purchase from our originating bank partners directly to third-party investors or to securitizations. We recognize a gain or loss on sale of loans sold to third parties or to unconsolidated securitizations by calculating the difference between the proceeds received and the carrying value of the loan. This amount is adjusted for the initial recognition of any assets or liabilities incurred upon sale. These generally include a net servicing asset or liability in connection with our ongoing obligation to continue to service the loans and a liability in connection with our loan repurchase obligation for loans that do not meet certain contractual requirements and such information about the loan was unknown at the time of sale.

Additionally, we recognize a risk sharing asset or liability in certain arrangements where payments are made or received based on the actual versus expected loan performance, as contractually agreed upon with the third party. Refer to Note 12. Fair Value of Financial Assets and Liabilities for further discussion of risk sharing arrangements.

Servicing Income

Servicing income includes contractual fees specified in our servicing agreements with third-party loan owners and unconsolidated securitizations that are earned from providing professional services to manage loan portfolios on their behalf. The servicing fee is calculated on a daily basis by multiplying a set fee percentage (as outlined in the executed agreements with third-party loan owners) by the outstanding loan principal balance. Servicing income also includes fair value adjustments for servicing assets and servicing liabilities.

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4. Loans Held for Investment and Allowance for Credit Losses

Loans held for investment consisted of the following (in thousands):


	March 31, 2025		June 30, 2024
Unpaid principal balance	$	6,656,169	$	5,697,965
Accrued interest receivable	68,997		62,796
Premiums on loans held for investment	9,897		7,822
Less: Discount due to loss on loan purchase commitment	(77,000)		(63,682)
Less: Discount due to loss on directly originated loans	(27,612)		(34,829)
Less: Fair value adjustment on loans acquired through business combination	(5)		(16)
Total loans held for investment	$	6,630,446	$	5,670,056

Loans held for investment includes loans originated through our originating bank partners and directly originated loans. The majority of the loans that are underwritten using our technology platform and originated by our originating bank partners are later purchased by us. We purchased loans from our originating bank partners in the amount of $7.1 billion and $21.6 billion during the three and nine months ended March 31, 2025, respectively, and $5.1 billion and $15.6 billion during the three and nine months ended March 31, 2024, respectively. We directly originated $1.5 billion and $4.5 billion of loans during the three and nine months ended March 31, 2025, respectively, and $1.1 billion and $3.3 billion of loans during the three and nine months ended March 31, 2024, respectively.

Our portfolio consists of interest bearing and non-interest bearing consumer loans with original term lengths of up to sixty months originated in markets including the U.S., U.K., and Canada, with the majority of loans originated within the U.S. Given that our loan portfolio focuses on one product segment, unsecured consumer installment loans, we generally evaluate the entire portfolio as a single homogeneous loan portfolio to predict future losses, considering factors such as country of origin, loan product, origination channel, merchant and various borrower characteristics.

We closely monitor credit quality for our loan receivables to manage and evaluate our related exposure to credit risk. Credit risk management begins with initial underwriting, where loan applications are assessed against the credit underwriting policy and procedures for our directly originated loans and originating bank partner loans, and continues through to full repayment of a loan. To assess a consumer who requests a loan, we use, among other indicators, internally developed risk models using detailed information from external sources, such as credit bureaus where available, and internal historical experience, including the consumer’s prior repayment history on our platform as well as other measures. We combine these factors to establish a proprietary score as a credit quality indicator.

Our proprietary score (“ITACs”) is assigned to most loans facilitated through our technology platform, ranging from zero to 100, with 100 representing the highest credit quality and therefore the lowest likelihood of loss. The ITACs model analyzes the characteristics of a consumer's attributes that are shown to be predictive of both willingness and ability to repay including, but not limited to: basic features of a consumer's credit profile, a consumer's prior repayment performance with other creditors, current credit utilization, and legal and policy changes. When a consumer passes both fraud and credit policy checks, the application is assigned an ITACs score. ITACs is also used for portfolio performance monitoring. Our credit risk team closely tracks the distribution of ITACs at the portfolio level, as well as ITACs at the individual loan level to monitor for signs of a changing credit profile within the portfolio. Repayment performance within each ITACs band is also monitored to support both the integrity of the risk scoring models and to measure possible changes in consumer behavior amongst various credit tiers.

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The following tables present an analysis of the credit quality, by ITACs score, of the amortized cost basis excluding accrued interest receivable, by fiscal year of origination on loans held for investment and loans held for sale as of March 31, 2025 and June 30, 2024 (in thousands):


	March 31, 2025
	Amortized Costs Basis by Fiscal Year of Origination
	2025		2024		2023		2022		2021		Prior		Total
96+	$	3,953,857	$	471,228	$	61,195	$	5,628	$	111	$	10	$	4,492,029
94 – 96	1,609,232		144,301		2,469		483		7		5		1,756,497
90 – 94	221,523		21,598		485		276		3		1		243,886
<90	44,130		3,059		3		62		1		1		47,256
No score (1)	2,061		4,503		13,436		1,674		89		19		21,782
Total amortized cost basis	$	5,830,803	$	644,689	$	77,588	$	8,123	$	211	$	36	$	6,561,450


	June 30, 2024
	Amortized Costs Basis by Fiscal Year of Origination
	2024		2023		2022		2021		2020		Prior		Total
96+	$	3,438,135	$	183,210	$	10,026	$	186	$	10	$	5	$	3,631,572
94 – 96	1,509,125		29,227		463		8		2		4		1,538,829
90 – 94	287,499		3,575		263		3		1		1		291,342
<90	45,009		46		309		2		1		—		45,367
No score (1)	20,680		66,680		12,391		217		94		124		100,186
Total amortized cost basis	$	5,300,448	$	282,738	$	23,452	$	416	$	108	$	134	$	5,607,296

(1)This balance represents loan receivables without sufficient data available for use by the Affirm scoring methodology including new markets and certain developing products.

The following table presents net charge-offs by fiscal year of origination as of March 31, 2025 (in thousands):


	March 31, 2025
	Net Charge-offs by Fiscal Year of Origination
	2025	2024	2023	2022	2021	Prior	Total
Current period charge-offs	(92,359)	(295,661)	(19,445)	(1,312)	(214)	(161)	(409,152)
Current period recoveries	2,089	15,593	9,901	4,011	833	268	32,695
Current period net charge-offs	(90,270)	(280,068)	(9,544)	2,699	619	107	(376,457)

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Loan receivables are defined as past due if either the principal or interest have not been received within four calendars days of when they are due in accordance with the agreed upon contractual terms. The following table presents an aging analysis of the amortized cost basis excluding accrued interest receivable of loans held for investment and loans held for sale by delinquency status (in thousands):


	March 31, 2025		June 30, 2024
Non-delinquent loans	$	6,234,157	$	5,331,462
4 – 29 calendar days past due	153,587		134,434
30 – 59 calendar days past due	66,927		55,021
60 – 89 calendar days past due	57,469		47,764
90 – 119 calendar days past due(1)	49,310		38,615
Total amortized cost basis	$	6,561,450	$	5,607,296

(1)Includes $49.1 million and $38.6 million of loan receivables as of March 31, 2025 and June 30, 2024, respectively, that are 90 days or more past due, but are not on non-accrual status.

We maintain an allowance for credit losses at a level sufficient to absorb expected credit losses based on evaluating known and inherent risks in our loan portfolio. The allowance for credit losses reflects our estimate of expected lifetime credit losses, which consider the remaining contractual term, historical credit losses, consumer payment trends, estimated recoveries, and future payment expectations as of each balance sheet date. Adjustments to the allowance for changes in our estimate of lifetime expected credit losses are recognized in earnings through the provision for credit losses presented on our interim condensed consolidated statements of operations and comprehensive income (loss). When available information confirms that specific loans or portions thereof are uncollectible, identified amounts are charged off against the allowance for credit losses. Loans are charged off in accordance with our charge-off policy, as the contractual principal becomes 120 days past due. Subsequent recoveries of the unpaid principal balance, if any, are credited to the allowance for credit losses.

The following table details activity in the allowance for credit losses, including charge-offs, recoveries and provision for loan losses (in thousands):


	Three Months Ended March 31,				Nine Months Ended March 31,
	2025		2024		2025		2024
Balance at beginning of period	$	363,831	$	262,204	$	309,097	$	204,531
Provision for loan losses	142,001		117,271		445,313		325,914
Charge-offs	(144,792)		(99,181)		(409,152)		(261,657)
Recoveries of charged-off receivables	15,475		9,245		32,695		20,406
Other(1)	(1,528)		(451)		(2,966)		(106)
Balance at end of period	$	374,987	$	289,088	$	374,987	$	289,088

(1)Primarily represents foreign currency translation adjustments and the initial allowance for purchased credit-deteriorated (PCD) loans.

Loan Modifications for Borrowers Experiencing Financial Difficulty

We have a loan modification program for borrowers experiencing financial difficulty if certain eligibility criteria are met. A loan is evaluated for modification program eligibility when a borrower self-reports financial hardship, either when a borrower contacts us directly or upon making contact with the borrower to determine eligibility when a loan payment is past due. The objectives of the loan modification program are to offer borrowers assistance during times of financial stress, increase collections, and minimize losses.

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We have two primary loan modification strategies: payment deferrals and loan re-amortization. A payment deferral provides the borrower relief by extending the due date for the next payment due. While a borrower may obtain more than one deferral, the total deferral period may not exceed three months. A loan re-amortization provides the borrower relief by lowering monthly payments through extending the term length of the loan; however, the total remaining term may not exceed twenty-four months. In addition, the total interest due from the consumer will not exceed the initial total interest due prior to modification, and a loan may not be re-amortized more than once.

The following tables present the amortized cost basis of loans excluding accrued interest receivable that were modified for borrowers experiencing financial difficulty during the three and nine months ended March 31, 2025 and 2024, by type of modification (in thousands):


	Three Months Ended March 31,						Nine Months Ended March 31,
	2025			2024 (1)			2025			2024 (1)
Payment deferral	$	5,749		$	32,015		$	13,110		$	43,282
Loan re-amortization	116			1,075			250			1,630
Total	$	5,865		$	33,090		$	13,360		$	44,912
% of total loan receivables outstanding	0.09		%	0.61		%	0.20		%	0.83		%

(1)Amounts previously disclosed excluded modifications made to borrowers where the loan was less than 30 days delinquent at the time of modification.

With respect to borrowers who received payment deferrals during the three and nine months ended March 31, 2025 and 2024, the length of each deferral period was one month.

With respect to borrowers who received a loan re-amortization during the three and nine months ended March 31, 2025 and 2024, the payment amount was reduced by half and the term of the loan was extended between one month and twelve months.

During the modification process, the loans are made current, and payment schedules for these loans are updated according to the modified terms. We closely monitor the performance of loans that are modified for borrowers experiencing financial difficulty to understand the effectiveness of our modification efforts. We hold an allowance for credit losses for modified loans classified as held for investment. Our allowance estimate considers whether a loan has been modified, the delinquency status of the loan on the date of modification, and the increased likelihood that such loan may become delinquent or charge-off in the future.

The following tables present the delinquency status as of March 31, 2025 and 2024, by amortized cost basis excluding accrued interest receivable, of loan receivables that have been modified within the last 12 months where the borrower was experiencing financial difficulty at the time of modification (in thousands):


	March 31, 2025
	Payment Deferral		Loan Re-amortization		Total
Non-delinquent loans	$	7,761	$	154	$	7,915
4 – 29 calendar days past due	2,123		40		2,163
30 – 59 calendar days past due	1,398		20		1,418
60 – 89 calendar days past due	1,211		26		1,237
90 – 119 calendar days past due	1,224		20		1,244
Total amortized cost basis	$	13,717	$	260	$	13,977

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	March 31, 2024 (1)
	Payment Deferral		Loan Re-amortization		Total
Non-delinquent loans	$	28,880	$	868	$	29,748
4 – 29 calendar days past due	7,178		396		7,574
30 – 59 calendar days past due	3,235		179		3,414
60 – 89 calendar days past due	2,171		100		2,271
90 – 119 calendar days past due	2,014		91		2,105
Total amortized cost basis	$	43,478	$	1,634	$	45,112

(1)Amounts previously disclosed excluded modifications made to borrowers where the loan was less than 30 days delinquent at the time of modification

With respect to modifications during the 12 months preceding March 31, 2025 and 2024, respectively, where the borrower was experiencing financial difficulty at the time of modification, the amortized cost basis of loans which have been charged off was $10.4 million and $7.8 million, respectively.

5. Balance Sheet Components

Accounts Receivable, net

Our accounts receivable consist primarily of amounts due from payment processors, merchant partners, affiliate network partners and servicing fees due from third-party loan owners. For each of these groups, we evaluate accounts receivable to determine management’s current estimate of expected credit losses based on historical experience and future expectations and record an allowance for credit losses. Our allowance for credit losses with respect to accounts receivable was $18.2 million and $14.9 million as of March 31, 2025 and June 30, 2024, respectively.

Property, Equipment and Software, net

Property, equipment and software, net consisted of the following (in thousands):


	March 31, 2025		June 30, 2024
Internally developed software	$	898,459	$	630,129
Leasehold improvements	21,213		21,023
Computer equipment	10,979		9,827
Furniture and equipment	8,997		8,913
Total property, equipment and software, at cost	$	939,648	$	669,892
Less: Accumulated depreciation and amortization	(396,321)		(242,206)
Total property, equipment and software, net	$	543,327	$	427,686

Depreciation and amortization expense on property, equipment and software was $59.4 million and $159.8 million for the three and nine months ended March 31, 2025, respectively, and $43.2 million and $105.7 million for the three and nine months ended March 31, 2024, respectively.

No impairment losses related to property, equipment and software were recorded during the three and nine months ended March 31, 2025 and 2024.

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Goodwill and Intangible Assets

The changes in the carrying amount of goodwill during the nine months ended March 31, 2025 were as follows (in thousands):


Balance as of June 30, 2024	$	533,439

Adjustments (1)	(11,093)
Balance as of March 31, 2025	$	522,346

(1)Adjustments to goodwill during the nine months ended March 31, 2025 pertained to foreign currency translation adjustments.

No impairment losses related to goodwill were recorded during the three and nine months ended March 31, 2025. There were no impairment losses during the three months ended March 31, 2024. During the nine months ended March 31, 2024, we recognized goodwill disposal losses of $1.0 million included in general and administrative expenses within the interim condensed consolidated statements of operations and comprehensive income (loss).

Intangible assets consisted of the following (in thousands):


	March 31, 2025
	Gross		Accumulated Amortization		Net		Weighted Average Remaining Useful Life (in years)
Merchant relationships	$	37,430	$	(37,430)	$	—	0.0
Developed technology	39,176		(39,087)		89		0.0
Assembled workforce	12,490		(12,490)		—		0.0
Trademarks and domains, definite	1,406		(1,270)		136		0.5
Trademarks, licenses and domains, indefinite	11,841		—		11,841		Indefinite
Other intangibles	350		—		350		Indefinite
Total intangible assets	$	102,693	$	(90,277)	$	12,416


	June 30, 2024
	Gross		Accumulated Amortization		Net		Weighted Average Remaining Useful Life (in years)
Merchant relationships	$	37,847	$	(36,741)	$	1,106	0.1
Developed technology	39,444		(39,311)		133		0.0
Assembled workforce	12,490		(12,490)		—		0.0
Trademarks and domains, definite	1,450		(1,165)		285		1.0
Trademarks, licenses and domains, indefinite	11,628		—		11,628		Indefinite
Other intangibles	350		—		350		Indefinite
Total intangible assets	$	103,209	$	(89,707)	$	13,502

Amortization expense for intangible assets was $0.1 million and $1.3 million for the three and nine months ended March 31, 2025, respectively, and $2.0 million and $19.0 million for the three and nine months ended

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March 31, 2024, respectively. No impairment losses related to intangible assets were recorded during the three and nine months ended March 31, 2025 and 2024.

The expected future amortization expense of these intangible assets as of March 31, 2025 is as follows, by fiscal year (in thousands):


2025 (remaining three months)	$	60
2026	150
2027	15
2028	—
2029 and thereafter	—
Total amortization expense	$	225

Commercial Agreement Assets

In November 2021, we granted warrants in connection with our commercial agreements with certain subsidiaries of Amazon.com, Inc. (“Amazon”). The warrants were granted in exchange for certain performance provisions and the benefit of acquiring new users. We recognized an asset of $133.5 million associated with the portion of the warrants that were fully vested upon grant. The asset was valued based on the fair value of the warrants and represents the probable future economic benefit to be realized over the expected benefit period of four years. For the three and nine months ended March 31, 2025, we recognized amortization expense of $5.1 million and $15.6 million, respectively, and $6.9 million and $27.8 million for the three and nine months ended March 31, 2024, respectively, in our interim condensed consolidated statements of operations and comprehensive income (loss) as a component of sales and marketing expense. Refer to Note 13. Stockholders’ Equity for further discussion of the warrants.

In July 2020, we recognized an asset in connection with a commercial agreement with Shopify Inc. (“Shopify”), in which we granted warrants in exchange for the opportunity to acquire new merchant partners. This asset represents the probable future economic benefit to be realized over the expected benefit period and is valued based on the fair value of the warrants on the grant date. We recognized an asset of $270.6 million associated with the fair value of the warrants, which were fully vested as of March 31, 2025. During fiscal year 2025, the expected benefit period was extended from six to nine years upon execution of a commercial agreement, which superseded and replaced the previous commercial agreement. The benefit period is reevaluated each reporting period. For the three and nine months ended March 31, 2025, we recorded amortization expense related to the commercial agreement asset of $5.8 million and $23.9 million respectively, and $8.9 million and $27.0 million for the three and nine months ended March 31, 2024, respectively, in our interim condensed consolidated statements of operations and comprehensive income (loss) as a component of sales and marketing expense.

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Other Assets

Other assets consisted of the following (in thousands):


	March 31, 2025		June 30, 2024
Processing reserves	$	75,717	$	55,754
Prepaid expenses	46,082		28,799
Risk sharing asset	43,739		33,884
Equity securities, at cost	42,316		37,806
Prepaid payroll taxes for stock-based compensation	31,163		21,395
Operating lease right-of-use assets	21,428		21,863
Foreign deferred tax asset	15,333		21,206
Other receivables	11,639		18,263
Derivative instruments	3,808		17,207
Fixed term deposit	—		35,203
Other assets	9,827		7,960
Total other assets	$	301,052	$	299,340

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following (in thousands):


	March 31, 2025		June 30, 2024
Accrued expenses	$	78,927	$	59,613
Operating lease liability	35,640		39,493
Collateral held for derivative instruments	4,290		17,643
Other liabilities	54,772		30,680
Total accrued expenses and other liabilities	$	173,629	$	147,429

6. Leases

We lease facilities under operating leases with various expiration dates through 2032. We have the option to renew or extend our leases. Certain lease agreements include the option to terminate the lease with prior written notice ranging from nine months to one year. As of March 31, 2025, we have not considered such provisions in the determination of the lease term, as it is not reasonably certain these options will be exercised. Leases have remaining terms that range from less than one year to eight years.

Several leases require us to obtain standby letters of credit, naming the lessor as a beneficiary. These letters of credit act as security for the faithful performance by us of all terms, covenants and conditions of the lease agreement. We are required to post collateral for the letters of credit in the form of cash or eligible securities. As of March 31, 2025, the collateral totaled $5.7 million, which was in the form of securities that have been classified as securities available for sale at fair value in the interim condensed consolidated balance sheets. As of June 30, 2024, the collateral totaled $8.8 million, of which $2.0 million was in the form of cash that was classified as restricted cash, and $6.8 million was in the form of securities which was classified as securities available for sale at fair value on our consolidated balance sheets.

No impairment charge was incurred related to leases during the three and nine months ended March 31, 2025. No impairment charge was incurred related to leases during the three months ended March 31, 2024. During the nine months ended March 31, 2024, we subleased a portion of our leased office space in San Francisco, resulting in an impairment charge of $0.8 million, included in general and administrative expense on our interim condensed consolidated statements of operations and comprehensive income (loss).

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Operating lease expense is as follows (in thousands):


	Three Months Ended March 31,		Nine Months Ended March 31,
	2025	2024	2025	2024
Operating lease expense (1)	$2,915	$2,894	$8,633	$8,826

(1)Lease expenses for our short-term leases were immaterial for the periods presented.

We have subleased a portion of our leased facilities. Sublease income totaled $0.9 million and $3.4 million during the three and nine months ended March 31, 2025, respectively, and $1.3 million and $3.3 million during the three and nine months ended March 31, 2024, respectively.

Lease term and discount rate information are summarized as follows:


						March 31, 2025
Weighted average remaining lease term (in years)						4.2
Weighted average discount rate						5.6%

As of March 31, 2025, future minimum lease payments are as follows, by fiscal year (in thousands):


2025 (remaining three months)	$	4,209
2026	16,553
2027	4,425
2028	3,563
2029	3,618
Thereafter	8,185
Total lease payments	40,553
Less imputed interest	(4,913)
Present value of total lease liabilities	$	35,640

7. Commitments and Contingencies

Loan Repurchase Obligations

Under the normal terms of our whole loan sales to third-party investors, we may become obligated to repurchase loans from investors in certain instances where a breach in representations and warranties is identified. Generally, a breach in representations and warranties could occur where a loan has been identified as subject to verified or suspected fraud, or in cases where a loan was serviced or originated in violation of Affirm’s guidelines. We would only experience a loss if the contractual repurchase price of the loan exceeds the fair value on the repurchase date. As of March 31, 2025, the aggregate outstanding balance of loans held by third-party investors or unconsolidated VIEs was $6.8 billion, of which we have recorded a repurchase liability of $8.3 million within accrued expenses and other liabilities in our interim condensed consolidated balance sheets.

Legal Proceedings

From time to time, we are subject to legal proceedings and claims in the ordinary course of business. The results of such matters often cannot be predicted with certainty. In accordance with applicable accounting guidance, we establish an accrued liability for legal proceedings and claims when those matters present loss contingencies which are both probable and reasonably estimable.

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Kusnier v. Affirm Holdings, Inc.

On December 8, 2022, plaintiff Mark Kusnier filed a putative class action lawsuit against Affirm, Max Levchin, and Michael Linford in the U.S. District Court for the Northern District of California (the “Kusnier action”). On May 5, 2023, plaintiffs Kusnier and Chris Meinsen filed their first amended complaint alleging that the defendants (i) caused Affirm to make materially false and/or misleading statements and/or failed to disclose that Affirm’s BNPL service facilitated excessive consumer debt (including with respect to certain for-profit educational institutions), regulatory arbitrage, and data harvesting; (ii) made false and/or misleading statements about certain public regulatory actions; and (iii) made false and/or misleading statements about whether Affirm’s business model was vulnerable to interest rate changes. On December 20, 2023, the Court granted Affirm’s motion to dismiss the first amended complaint with leave to amend. On January 19, 2024, plaintiffs filed their second amended complaint, which contains only the allegations from the first amended complaint relating to false and/or misleading statements about whether Affirm’s business model was vulnerable to interest rate changes. In light of the above, plaintiffs assert that Affirm violated Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, and that Levchin and Linford violated Section 20(a) of the Exchange Act. Plaintiffs seek class certification, unspecified compensatory and punitive damages, and costs and expenses. Affirm filed its motion to dismiss the second amended complaint on February 2, 2024. On August 26, 2024, the Court granted Affirm’s motion to dismiss with leave to amend. On September 23, 2024, plaintiffs filed a motion for leave to file a motion for reconsideration of the Court's Order granting Affirm's motion to dismiss.

Quiroga v. Levchin, et al.

On March 29, 2023, plaintiff John Quiroga filed a shareholder derivative lawsuit in the U.S. District Court for the Northern District of California (the “Quiroga action”) against Affirm, as a nominal defendant, and certain of Affirm’s current officers and directors as defendants based on allegations substantially similar to those in the Kusnier action at the time of filing. The Quiroga complaint purports to assert claims on Affirm’s behalf for contribution under the federal securities laws, breaches of fiduciary duty, unjust enrichment, and waste of corporate assets, and seeks corporate reforms, unspecified damages and restitution, and fees and costs. On May 1, 2023, the action was stayed by agreement of the parties. The stay can be lifted at the request of either party or upon certain conditions relating to the resolution of the Kusnier action.

Jeffries v. Levchin, et al.

On May 24, 2023, plaintiff Sabrina Jeffries filed a shareholder derivative lawsuit in the U.S. District Court for the Northern District of California (the “Jeffries action”) against Affirm, as a nominal defendant, and certain of Affirm's current officers and directors as defendants based on allegations substantially similar to those in the Kusnier and Quiroga actions at the time of filing. The Jeffries complaint purports to assert claims on Affirm's behalf for breach of fiduciary duties, making false statements under federal securities law, unjust enrichment, waste of corporate assets, and aiding and abetting breach of fiduciary duties, and seeks unspecified damages, equitable relief, and fees and costs. On August 15, 2023, the action was stayed by agreement of the parties. The stay can be lifted at the request of either party or upon certain conditions relating to the resolution of the Kusnier action.

Vallieres v. Levchin, et al.

On September 14, 2023, plaintiff Michael Vallieres filed a shareholder derivative lawsuit in the U.S. District Court for the District of Delaware against Affirm, as a nominal defendant, and certain of Affirm’s current officers and directors as defendants based on allegations substantially similar to those in the Kusnier, Quiroga, and Jeffries actions at the time of filing. The Vallieres complaint purports to assert claims on Affirm's behalf for breach of fiduciary duties, gross management, abuse of control, unjust enrichment, and contribution, and seeks unspecified damages, equitable relief, and fees and costs. On November 30, 2023, the case was stayed by agreement of the parties.

We have determined, based on current knowledge, that the aggregate amount or range of losses that are estimable with respect to our legal proceedings, including the matters described above, would not have a material

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adverse effect on our consolidated financial position, results of operations or cash flows. Amounts accrued as of March 31, 2025 were not material. The ultimate outcome of legal proceedings involves judgments, estimates and inherent uncertainties, and cannot be predicted with certainty.

8. Debt

Debt outstanding as of March 31, 2025 includes amounts classified on our interim condensed consolidated balance sheets as funding debt, notes issued by securitization trusts, and convertible senior notes. Secured debt includes borrowings from our warehouse facilities, variable funding notes, notes issued by securitization trusts and sale and repurchase agreements, unsecured debt includes outstanding convertible senior notes. Our unsecured revolving credit facility did not have any borrowings outstanding as of March 31, 2025.

The following table summarizes the components and terms of our secured and unsecured debt as of March 31, 2025 (in thousands):


	Borrowing Capacity		Interest Rate Spread (2)		Unused Commitment Fees	Maturity by Fiscal Year	Debt Outstanding			Debt Outstanding net of unamortized premiums and discount
			Min - Max	Weighted Average
Secured debt
Funding debt
US warehouse facilities	4,550,000		1.65% - 2.00%	1.66%	0.20% - 0.50%	2026 - 2032	1,467,383			1,453,698
International warehouse facilities (1)	588,110		1.25% - 1.75%	1.69%	0.30% - 0.45%	2028 - 2030	364,062			362,964
Variable funding notes	1,150,000		1.50%	—	0.30%	2032	51,131			47,813
Sales and repurchase agreements	—		5.82% - 8.89%	6.36%	—	2028 -2029	44,218			44,218
Notes issued by securitization trusts	4,100,000		4.62% - 11.32%	5.89%	—	2028 - 2033	4,100,000			4,084,934
	$	10,388,110					$	6,026,795	(3)	$	5,993,628
Unsecured debt
Convertible senior notes:
2026 Notes	—		—%	—	—	2027	248,704			247,730
2029 Notes	—		0.75%	—	—	2030	920,000			904,289
Revolving credit facility (4)	330,000		0.75% - 1.75%	—	0.20%	2027	—			—
	$	330,000					$	1,168,704		$	1,152,019
Total							$	7,195,499		$	7,145,646

(1)As of March 31, 2025, international facilities finance the origination of loan receivables in Canada and are denominated in CAD.

(2)Reference rates as of March 31, 2025 under our U.S. facilities bear interest at an annual benchmark rate of Secured Overnight Financing Rate (“SOFR”) or an alternative commercial paper rate plus an applicable spread. Reference rates as of March 31, 2025 under our international facilities bear interest at an annual benchmark rate of the Canadian Overnight Repo Rate Average (“CORRA”), Government of Canadian benchmark bond yields, or an alternative commercial paper rate plus an applicable spread. As debt arrangements are renewed, the reference rate and/or spread are subject to change.

(3)Certain loans are pledged as collateral for borrowings in our facilities, except for our sales and repurchase agreements which are collateralized by the retained securitization notes receivables. The carrying value of these pledged assets was $6.6 billion as of March 31, 2025.

(4)This facility bears interest at a rate equal to, either (a) for SOFR borrowing, 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) for alternative base rate borrowings, 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 U.S. prime rate and (iii) the one-month forward-looking term SOFR rate plus 1.00% per annum, in each case, plus an applicable margin of 0.75% per annum.

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Funding Debt

Warehouse Credit Facilities

Through certain consolidated subsidiaries, which are typically trusts, we enter into secured borrowing arrangements with banks and other financial institutions. Through each of these subsidiaries we enter into a loan or credit and security agreement where we borrow against loans pledged as collateral. Financing terms, including the advance rate and financing spread, vary across these revolving facilities and generally depend on the types of collateral that may be pledged and respective concentration limits. The revolving period for each facility generally ends 4 - 12 months prior to the final maturity date, after which additional borrowings are not permitted. Advance rates range from 70% to 86% of the collateralized balance with respect to U.S. borrowing facilities and 67% to 88% of the collateralized balance with respect to facilities used to finance loans originated outside of the U.S., including Canada.

Borrowings under these agreements are classified as funding debt within our interim condensed consolidated balance sheets and proceeds from the borrowings can only be used for the purposes of facilitating loan funding and origination. These borrowing facilities are bankruptcy-remote special-purpose vehicles in which creditors do not have recourse against the general credit of Affirm.

Our funding debt agreements contain certain customary negative covenants and financial covenants including maintaining certain levels of minimum liquidity, maximum leverage, and minimum tangible net worth. As of March 31, 2025, we were in compliance with all applicable covenants in the agreements.

Variable Funding Note

We entered into a syndicated revolving loan agreement through a securitization master trust which is utilized to fund the purchase and origination of loans. In connection with the loan agreement, the master trust issued a variable funding note (“VFN”), where borrowings will be secured by loan collateral sold to the master trust. Throughout the reinvestment period of the VFN, the master trust periodically issues asset-backed securitization notes, where securitization note proceeds affects the level of utilization of the VFN. Outstanding borrowings under the VFN are classified as funding debt within our interim condensed consolidated balance sheets.

Sale and Repurchase Agreements

We entered into certain sale and repurchase agreements pursuant to our retained interests in our off-balance sheet securitizations where we have sold these securities to a counterparty with an obligation to repurchase at a future date and price. These repurchase agreements have a term equaling the contractual life of the securitization notes pledged. We record the debt outstanding under our sale and repurchase agreements within our funding debt in the interim condensed consolidated balance sheets.

Notes Issued by Securitization Trusts

We issue asset-backed notes through securitization trusts using a combination of term, amortizing and revolving structures. Each trust may issue one or more classes of notes, which will be repaid through collections on the loans in accordance with the trust priority of payments. For consolidated securitization trusts, asset-backed notes held by third-party investors are classified as notes issued by securitization trusts in the interim condensed consolidated balance sheets. Refer to Note 9 Securitization and Variable Interest Entities for additional information.

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Convertible Senior Notes

2029 Notes

On December 20, 2024, we issued approximately $920 million in aggregate principal amount of 0.75% convertible senior notes due 2029 (the “2029 Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The total net proceeds from this offering, after deducting debt issuance costs, were approximately $903 million. The 2029 Notes represent senior unsecured obligations of the Company. The 2029 Notes will bear interest at a fixed rate of 0.75% per year, payable semiannually in arrears on June 15 and December 15 of each year, beginning on June 15, 2025. The 2029 Notes mature on December 15, 2029, unless such Notes are earlier converted, redeemed or repurchased in accordance with their terms.

Each $1,000 of principal of the 2029 Notes will initially be convertible into 9.8992 shares of our common stock, which is equivalent to an initial conversion price of approximately $101.02 per share, subject to adjustment upon the occurrence of certain specified events set forth in the indenture governing the 2029 Notes (the “2029 Indenture”). Holders of the 2029 Notes may convert their 2029 Notes at their option at any time on or after September 15, 2029 until close of business on the second scheduled trading day immediately preceding the maturity date of December 15, 2029. Further, holders of the 2029 Notes may convert all or any portion of their 2029 Notes at their option prior to the close of business on the business day immediately preceding September 15, 2029, only under the following circumstances:

1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2025 (and only during such calendar quarter), if the last reported sale price of the Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

2) during the five business day period after any five consecutive trading day period (the measurement period) in which the trading price (as defined in the indenture governing the 2029 Notes) per $1,000 principal amount of the 2029 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s Class A common stock and the conversion rate on each such trading day;

3) if the Company calls any or all of the notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or

4) upon the occurrence of certain specified corporate events.

Upon conversion of the 2029 Notes, the Company will pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at the Company’s election, in respect of the remainder, if any, of the conversion obligation in excess of the aggregate principal amount of the notes being converted. If we satisfy our conversion obligation solely in cash or through payment and delivery, as the case may be, of a combination of cash and shares of our common stock, the amount of cash and shares of common stock, if any, due upon conversion will be based on a daily conversion value (as set forth in the “2029 Indenture”) calculated on a proportionate basis for each trading day in a 40 trading day observation period.

No sinking fund is provided for the 2029 Notes. We may redeem for cash all or part of the 2029 Notes on or after December 20, 2027 if the last reported sale price of our Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day

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immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any.

If a fundamental change (as defined in the 2029 Indenture) occurs prior to the maturity date, holders of the 2029 Notes may require us to repurchase all or a portion of their notes for cash at a repurchase price equal to 100% of the principal amount of the 2029 Notes, plus any accrued and unpaid interest to, but excluding, the repurchase date. In addition, if specific corporate events occur prior to the maturity date of the 2029 Notes, we will be required to increase the conversion rate for holders who elect to convert their 2029 Notes in connection with such corporate events.

2026 Notes

On November 23, 2021, we issued $1,725 million in aggregate principal amount of 0% convertible senior notes due 2026 (the “2026 Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The total net proceeds from this offering, after deducting debt issuance costs, were approximately $1,704 million. The 2026 Notes represent senior unsecured obligations of the Company. The 2026 Notes do not bear interest except in special circumstances described below, and the principal amount of the 2026 Notes does not accrete. The 2026 Notes mature on November 15, 2026.

Each $1,000 of principal of the 2026 Notes will initially be convertible into 4.6371 shares of our common stock, which is equivalent to an initial conversion price of approximately $215.65 per share, subject to adjustment upon the occurrence of certain specified events set forth in the indenture governing the 2026 Notes (the “2026 Indenture”). Holders of the 2026 Notes may convert their 2026 Notes at their option at any time on or after August 15, 2026 until close of business on the second scheduled trading day immediately preceding the maturity date of November 15, 2026. Further, holders of the 2026 Notes may convert all or any portion of their 2026 Notes at their option prior to the close of business on the business day immediately preceding August 15, 2026, only under the following circumstances:

1) during any calendar quarter commencing after March 31, 2022 (and only during such calendar quarter), if the last reported sale price of the Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

2) during the five business day period after any five consecutive trading day period (the measurement period) in which the trading price (as defined in the indenture governing the 2026 Notes) per $1,000 principal amount of the 2026 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s Class A common stock and the conversion rate on each such trading day;

3) if the Company calls any or all of the notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or

4) upon the occurrence of certain specified corporate events.

Upon conversion of the 2026 Notes, the Company will pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at the Company’s election, in respect of the remainder, if any, of the conversion obligation in excess of the aggregate principal amount of the notes being converted. If we satisfy our conversion obligation solely in cash or through payment and delivery, as the case may be, of a combination of cash and shares of our common stock, the amount of cash and shares of common stock, if any, due upon conversion will be based on a daily conversion value (as set forth in the “2026 Indenture”) calculated on a proportionate basis for each trading day in a 40 trading day observation period.

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No sinking fund is provided for the 2026 Notes. We may not redeem the notes prior to November 20, 2024. We may redeem for cash all or part of the notes on or after November 20, 2024 if the last reported sale price of our Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid special interest, if any.

If a fundamental change (as defined in the 2026 Indenture) occurs prior to the maturity date, holders of the 2026 Notes may require us to repurchase all or a portion of their notes for cash at a repurchase price equal to 100% of the principal amount of the 2026 Notes, plus any accrued and unpaid interest to, but excluding, the repurchase date. In addition, if specific corporate events occur prior to the maturity date of the 2026 Notes, we will be required to increase the conversion rate for holders who elect to convert their 2026 Notes in connection with such corporate events.

Repurchase of a Portion of the 2026 Notes

On December 6, 2023, the Board of Directors authorized the repurchase of up to $800 million in aggregate principal amount of the 2026 Notes through open market purchases, privately negotiated purchases, purchase plans under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (“Rule 10b5-1”), or through a combination thereof, through December 31, 2024. On December 13, 2024, the Board of Directors replaced the December 2023 authorization with an authorization to repurchase up to $960 million in aggregate principal amount of the 2026 Notes through December 31, 2024. In connection with these authorizations, during the nine months ended March 31, 2025, we paid $1.0 billion in cash for the repurchase of $1.1 billion aggregate principal amount of our 2026 Notes. The carrying amount of the extinguished 2026 Notes was approximately $1.1 billion resulting in a $82.4 million gain on early extinguishment of debt for the nine months ended March 31, 2025 which is reported as a component of other income, net within our interim consolidated statements of operations and comprehensive income (loss). The repurchased 2026 Notes were received and canceled. We utilized a combination of cash on hand and the net proceeds from the issuance of the 2029 Notes for these repurchases. During both the three and nine months ended March 31, 2024, we paid $25.5 million in cash for the repurchase of $31.1 million aggregate principal amount of our 2026 Notes under the December 2023 authorization. The carrying amount of the extinguished 2026 Notes was approximately $30.9 million resulting in a $5.4 million gain on early extinguishment of debt, which is reported as a component of other income, net within our interim consolidated statements of operations and comprehensive income (loss).

On November 5, 2024, the Board of Directors authorized the repurchase of up to $500 million in aggregate principal amount of the 2026 Notes. Note repurchases under the November 2024 authorization may be made from time to time during the period commencing January 1, 2025 through December 31, 2025 through open market purchases, privately negotiated purchases, purchase plans under Rule 10b5-1, or through a combination thereof. Repurchases are subject to available liquidity, general market and economic conditions, alternate uses for the capital, and other factors, and there is no minimum principal amount of 2026 Notes that the Company is obligated to repurchase. In connection with this authorization, there were no repurchases of 2026 Notes during the three months ended March 31, 2025. As of March 31, 2025, $248.7 million in aggregate principal amount of the 2026 Notes remains outstanding.

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The following table summarizes the interest expense recognized related to the convertible senior notes (in thousands):


	Three Months Ended March 31,				Nine Months Ended March 31,
	2025		2024		2025		2024
Amortization of debt issuance costs (1)
2026 Notes	$	148	$	857	$	1,575	$	2,602
2029 Notes	823		—		932		—
Total amortization of debt issuance costs	$	970	$	857	$	2,507	$	2,602
Coupon interest expense (1) (2)	1,706		—		1,933		—
Total interest expenses related to the convertible notes	$	2,676	$	857	$	4,440	$	2,602

(1)Included in our interim condensed consolidated statement of operations and comprehensive income (loss) within other income, net.

(2)The coupon interest expense is related to the 2029 Notes.

As of March 31, 2025, the remaining life of the 2026 Notes and 2029 Notes is approximately 20 months and 56 months, respectively.

Revolving Credit Facility

On December 16, 2024, we entered into an amendment to our Revolving Credit Agreement in order to permit the incurrence of indebtedness pursuant to the 2029 Senior Convertible Notes. The facility contains certain financial covenants which may result in an acceleration of the maturity if not maintained, and requires payment of a monthly unused commitment fee of 0.20% per annum on the undrawn balance available. As of March 31, 2025, we were in compliance with all applicable covenants in the agreements.

The aggregate future maturities of our funding debt, notes issued by securitization trusts and convertible notes consists of the following (in thousands):


Maturity Fiscal Year	March 31, 2025
2025	$	—
2026	674,875
2027 (1)	331,468
2028	555,996
2029	2,403,923
Thereafter (1)	3,229,237
Total	$	7,195,499
Deferred debt issuance costs	(49,853)
Total funding debt, net of deferred debt issuance costs	$	7,145,646

(1)As of March 31, 2025, includes convertible senior notes due 2026 and 2029 with a carrying amounts of $248.7 million and $920.0 million, respectively.

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9. Securitization and Variable Interest Entities

Consolidated VIEs

Warehouse Credit Facilities

We established certain entities, deemed to be VIEs, to enter into warehouse credit facilities for the purpose of purchasing loans from our originating bank partners and funding directly originated loans. Refer to Note 8. Debt for additional information. The creditors of the VIEs have no recourse to the general credit of Affirm and the liabilities of the VIEs can only be settled by the respective VIEs’ assets; however, as the servicer of the loans pledged to our funding facilities, we have the power to direct the activities that most significantly impact the VIEs' economic performance. In addition, we retain significant economic exposure to the pledged loans and therefore, we are the primary beneficiary.

Securitizations

We finance the origination and purchase of loans though our asset-backed securitization program using a combination of amortizing, revolving and variable funding structures. In connection with our program, we sponsor and establish trusts (deemed to be VIEs) which issue securities collateralized by the loans we sell to the trust. Securities issued from our asset-backed securitizations are senior or subordinated, based on the waterfall criteria of loan payments to each security class. The subordinated residual interests issued from these transactions are first to absorb credit losses in accordance with the waterfall criteria. For these VIEs, the creditors have no recourse to the general credit of Affirm and the liabilities of the VIEs can only be settled by the respective VIEs’ assets. Additionally, the assets of the VIEs can be used only to settle obligations of the VIEs.

We consolidate securitization VIEs when we are deemed to be the primary beneficiary. For these VIEs, it is determined that we have the power to direct the activities that most significantly affect the VIEs’ economic performance and the obligation to absorb losses or right to receive benefits that could potentially be significant to the VIEs. Through our role as the servicer, we have the power to direct the activities that most significantly affect the VIEs’ economic performance. In evaluating whether we have a variable interest that could potentially be significant to the VIE, we consider our retained interests. We also earn a servicing fee which has a senior distribution priority in the payment waterfall. The servicing fees earned from these arrangements are considered variable interests when we also hold significant retained interests in the VIEs and they would absorb losses or receive benefits that are more than an insignificant amount of the VIEs' expected performance.

In evaluating whether we are the primary beneficiary, management considers both qualitative and quantitative factors regarding the nature, size and form of our involvement with the VIEs. We perform reassessments an ongoing basis to evaluate whether we are the primary beneficiary of the VIEs.

Where we consolidate the securitization trusts, the loans held in the securitization trusts are included in loans held for investment, and the notes sold to third-party investors are recorded in notes issued by securitization trusts in the interim condensed consolidated balance sheets.

For each securitization, the residual trust certificates represent the right to receive excess cash on the loans each collection period after all fees and required distributions have been made to the note holders on the related payment date. In addition to the retained residual trust certificates, our continued involvement includes loan servicing responsibilities over the life of the underlying loans.

We defer and amortize debt issuance costs for consolidated securitization trusts on a straight-line basis over the expected life of the notes.

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The following tables present the aggregate carrying value of financial assets and liabilities from our involvement with consolidated VIEs (in thousands):


	March 31, 2025
	Assets		Liabilities		Net Assets
Warehouse credit facilities	$	2,044,461	$	1,831,884	$	212,577
Securitizations (1)	4,196,423		4,146,394		50,029
Total consolidated VIEs	$	6,240,884	$	5,978,278	$	262,606


	June 30, 2024
	Assets		Liabilities		Net Assets
Warehouse credit facilities	$	2,052,881	$	1,823,794	$	229,087
Securitizations	3,325,254		3,246,228		79,026
Total consolidated VIEs	$	5,378,135	$	5,070,022	$	308,113

(1)As of March 31, 2025, liabilities include $47.8 million of VFN classified as funding debt and $4.1 billion of asset-backed notes classified as notes issued from securitization trusts.

Unconsolidated VIEs

Our transactions with unconsolidated VIEs include securitization trusts where we did not retain significant economic exposure through our variable interests and therefore we determined that we are not the primary beneficiary as of March 31, 2025.

The following information pertains to unconsolidated VIEs where we hold a variable interest but are not the primary beneficiary (in thousands):


	March 31, 2025
	Assets		Liabilities		Net Assets		Maximum Exposure to Losses
Securitizations	$	952,709	$	914,730	$	37,979	$	51,394
Total unconsolidated VIEs	$	952,709	$	914,730	$	37,979	$	51,394


	June 30, 2024
	Assets		Liabilities		Net Assets		Maximum Exposure to Losses
Securitizations	$	967,256	$	920,004	$	47,252	$	51,861
Total unconsolidated VIEs	$	967,256	$	920,004	$	47,252	$	51,861

Maximum exposure to losses represents our exposure through our continuing involvement as servicer and through our retained interests. For unconsolidated VIEs, this includes $50.9 million in retained notes and residual trust certificates disclosed within securities available for sale at fair value in our interim condensed consolidated balance sheets and $0.5 million related to our net servicing assets disclosed within our interim condensed consolidated balance sheets as of March 31, 2025.

Additionally, we may experience a loss due to future repurchase obligations resulting from breaches in representations and warranties in our securitization and third-party sale agreements. This amount was not material as of March 31, 2025.

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Retained Beneficial Interests in Unconsolidated VIEs

The investors of the securitizations have no direct recourse to the assets of Affirm, and the timing and amount of beneficial interest payments is dependent on the performance of the underlying loan assets held within each trust. We have classified our retained beneficial interests in unconsolidated securitization trusts as “available for sale” and as such they are disclosed at fair value in our interim condensed consolidated balance sheets.

Refer to Note 12. Fair Value of Financial Assets and Liabilities for additional information on the fair value sensitivity of the notes receivable and residual trust certificates. Additionally, as of March 31, 2025, we have pledged certain of our retained beneficial interests as collateral in a sale and repurchase agreement as described in Note 8. Debt.

10. Investments

Marketable Securities

Marketable securities include certain investments classified as cash and cash equivalents and securities available for sale, at fair value, and consist of the following as of each date presented within the interim condensed consolidated balance sheets (in thousands):


	March 31, 2025		June 30, 2024
Cash and cash equivalents:
Money market funds	$	69,419	$	63,389
Commercial paper	61,883		57,964
Government bonds - US	19,889		3,492
Securities available for sale:
Certificates of deposit	8,746		34,473
Corporate bonds	242,800		242,660
Commercial paper	86,088		239,882
Agency bonds	13,444		15,159
Municipal bonds	5,180		3,953
Government bonds
Non-US	5,286		5,275
US (1)	367,769		538,556
Securitization notes receivable and certificates (2)	50,857		51,670
Total marketable securities:	$	931,361	$	1,256,473

(1)As of March 31, 2025 and June 30, 2024, these securities include $74.7 million and $54.1 million, respectively, pledged as collateral in connection with our standby letters of credit for office leases and certain commercial agreements.

(2)These securities include $49.6 million and $46.7 million as of March 31, 2025 and June 30, 2024, respectively, pledged as collateral in connection with sale and repurchase agreements as discussed within Note 8. Debt.

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Securities Available for Sale, at Fair Value

The amortized cost, gross unrealized gains and losses, allowance for credit losses, and fair value of securities available for sale as of March 31, 2025 and June 30, 2024 were as follows (in thousands):


	March 31, 2025
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses		Fair Value
Certificates of deposit	$	8,741	$	5	$	—	$	—	$	8,746
Corporate bonds	242,249		715		(164)		—		242,800
Commercial paper (1)	147,977		5		(11)		—		147,971
Agency bonds	13,447		5		(8)		—		13,444
Municipal bonds	5,162		18		—		—		5,180
Government bonds
Non-US	5,284		5		(3)		—		5,286
US (1) (2)	387,267		495		(104)		—		387,658
Securitization notes receivable and certificates (3)	51,348		545		(56)		(980)		50,857
Total securities available for sale	$	861,475	$	1,793	$	(346)	$	(980)	$	861,942


	June 30, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses		Fair Value
Certificates of deposit	$	34,468	$	9	$	(4)	$	—	$	34,473
Corporate bonds	243,639		95		(1,074)		—		242,660
Commercial paper (1)	298,005		7		(166)		—		297,846
Agency bonds	15,283		—		(124)		—		15,159
Municipal bonds	3,943		10		—		—		3,953
Government bonds
Non-US	5,310		—		(35)		—		5,275
US (1) (2)	543,421		33		(1,406)		—		542,048
Securitization notes receivable and certificates (3)	51,726		699		(91)		(664)		51,670

Total securities available for sale	$	1,195,795	$	853	$	(2,900)	$	(664)	$	1,193,084

(1)As of March 31, 2025 and June 30, 2024, Commercial paper and US government bonds included $81.8 million and $61.5 million, respectively, classified as cash and cash equivalents within the interim condensed consolidated balance sheets.

(2)As of March 31, 2025 and June 30, 2024, these securities include $74.7 million and $54.1 million, respectively, pledged as collateral in connection with our standby letters of credit for office leases and certain commercial agreements.

(3)Approximately $49.6 million and $46.7 million as of March 31, 2025 and June 30, 2024, respectively, of these securities have been pledged as collateral in connection with sale and repurchase agreements discussed within Note 8. Debt.

As of March 31, 2025 and June 30, 2024, there were no material reversals of prior period allowance for credit losses recognized for available for sale securities.

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A summary of securities available for sale with unrealized losses for which an allowance for credit losses has not been recorded, aggregated by investment category and the length of time that individual securities have been in a continuous loss position as of March 31, 2025 and June 30, 2024, are as follows (in thousands):


	March 31, 2025
	Less than or equal to 1 year				Greater than 1 year				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses

Corporate bonds	$	59,459	$	(74)	$	34,095	$	(90)	$	93,554	$	(164)
Commercial paper	92,109		(11)		—		—		92,109		(11)
Agency bonds	4,916		(8)		—		—		4,916		(8)
Government bonds
Non-US	3,127		(3)		—		—		3,127		(3)
US	126,929		(69)		31,157		(35)		158,086		(104)
Total securities available for sale (1)	$	286,540	$	(165)	$	65,252	$	(125)	$	351,792	$	(290)


	June 30, 2024
	Less than or equal to 1 year				Greater than 1 year				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Certificates of deposit	$	9,647	$	(4)	$	—	$	—	$	9,647	$	(4)
Corporate bonds	119,353		(252)		57,846		(822)		177,199		(1,074)
Commercial paper	245,536		(166)						245,536		(166)
Agency bonds	10,417		(41)		4,743		(83)		15,160		(124)
Government bonds
Non-US	—		—		5,275		(35)		5,275		(35)
US	251,113		(185)		123,633		(1,221)		374,746		(1,406)
Total securities available for sale (1)	$	636,066	$	(648)	$	191,497	$	(2,161)	$	827,563	$	(2,809)

(1)The number of positions with unrealized losses for which an allowance for credit losses has not been recorded totaled 70 and 137 as of March 31, 2025 and June 30, 2024, respectively.

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The length of time to contractual maturities of securities available for sale as of March 31, 2025 and June 30, 2024 were as follows (in thousands):


	March 31, 2025
	Within 1 year				Greater than 1 year, less than or equal to 5 years				Total
	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
Certificates of deposit	$	8,741	$	8,746	$	—	$	—	$	8,741	$	8,746
Corporate bonds	130,494		130,651		111,755		112,149		242,249		242,800
Commercial paper (1)	147,977		147,971		—		—		147,977		147,971
Agency bonds	13,447		13,444		—		—		13,447		13,444
Municipal bonds	3,908		3,917		1,254		1,263		5,162		5,180
Government bonds
Non-US	3,130		3,127		2,154		2,159		5,284		5,286
US (1)	310,906		311,075		76,361		76,583		387,267		387,658
Securitization notes receivable and certificates (2)	—		—		51,348		50,857		51,348		50,857

Total securities available for sale	$	618,603	$	618,931	$	242,872	$	243,011	$	861,475	$	861,942


	June 30, 2024
	Within 1 year				Greater than 1 year, less than or equal to 5 years				Total
	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
Certificates of deposit	$	34,468	$	34,473	$	—	$	—	$	34,468	$	34,473
Corporate bonds	118,547		118,039		125,092		124,621		243,639		242,660
Commercial paper (1)	298,005		297,846		—		—		298,005		297,846
Agency bonds	10,457		10,416		4,826		4,743		15,283		15,159
Municipal bonds	—		—		3,943		3,953		3,943		3,953
Government bonds
Non-US	2,150		2,150		3,160		3,125		5,310		5,275
US (1)	465,338		464,298		78,083		77,750		543,421		542,048
Securitization notes receivable and certificates (2)	—		—		51,726		51,670		51,726		51,670

Total securities available for sale	$	928,965	$	927,222	$	266,830	$	265,862	$	1,195,795	$	1,193,084

(2)Based on weighted average life of expected cash flows as of March 31, 2025 and June 30, 2024.

Gross proceeds from matured or redeemed securities were $283.9 million and $990.4 million for the three and nine months ended March 31, 2025, respectively, and $465.7 million and $1,191.7 million for the three and nine months ended March 31, 2024, respectively.

For available for sale securities, realized gains and losses were immaterial for the three and nine months ended March 31, 2025 and March 31, 2024.

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Non-marketable Equity Securities

Equity investments without a readily determinable fair value held at cost were $42.3 million and $37.8 million as of March 31, 2025 and June 30, 2024, respectively, and are included in other assets within the interim condensed consolidated balance sheets.

We did not record any impairment during the three months ended March 31, 2025 and 2024. We recognized an impairment of $3.0 million for the nine months ended March 31, 2025 within other income, net in the interim consolidated statements of operations and comprehensive income (loss) in connection with one of our non-marketable equity security investments. The fair value of the investment was determined utilizing a methodology based on significant unobservable inputs, including management estimates and assumptions, and thus represent Level 3 measurements. During the nine months ended March 31, 2024, we recognized an impairment of $14.1 million within other income, net in the interim consolidated statements of operations in connection with one of our non-marketable equity security investments.

For the three and nine months ended March 31, 2025, we recognized an upward adjustment of $0.1 million and $2.6 million, respectively, within other income, net in the interim consolidated statement of operations and comprehensive income (loss). For the three and nine months ended March 31, 2024, there were no upward or downward adjustments due to observable changes in orderly transactions.

Fixed Term Deposits

Our fixed term deposits matured as of March 31, 2025. For the period ending June 30, 2024, fixed term deposits were $35.2 million. Fixed term deposits consisted of interest bearing deposits held at financial institutions with original maturities greater than three months but no more than twelve months. These deposits were carried at cost, which approximates fair value, and were included in other assets within the interim condensed consolidated balance sheets.

11. Derivative Financial Instruments

The following table summarizes the total fair value, including interest accruals, and outstanding notional amounts of derivative instruments as of March 31, 2025 and June 30, 2024 (in thousands):


	March 31, 2025						June 30, 2024
	Notional Amount		Derivative Assets		Derivative Liabilities		Notional Amount		Derivative Assets		Derivative Liabilities
Derivatives designated as cash flow hedges
Interest rate contracts - cash flow hedges	$	—	$	—	$	—	$	150,000	$	4	$	—
Derivatives not designated as hedges
Interest rate contracts	412,489		3,808		86		854,589		17,203		38
Total gross derivative assets/liabilities	$	412,489	$	3,808	$	86	$	1,004,589	$	17,207	$	38

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The following table summarizes the impact of the cash flow hedges on Accumulated Other Comprehensive Income (“AOCI”) (in thousands):


	Three Months Ended March 31,				Nine Months Ended March 31,
	2025		2024		2025		2024
Balance at beginning of period	$	(174)	$	900	$	1,407	$	751
Changes in fair value	(1,205)		1,085		(2,478)		1,996
Amounts reclassified into earnings (1)	(74)		(335)		(382)		(1,097)
Balance at end of period (2)	$	(1,453)	$	1,650	$	(1,453)	$	1,650

(1)The amounts reclassified into earnings are presented in the interim consolidated statements of income within funding costs.

(2)As of March 31, 2025, we estimated that $0.1 million of net derivative losses included in AOCI are expected to be reclassified into earnings within the next 12 months.

The following table summarizes the impact of the derivative instruments on income and indicates where within the interim consolidated statements of operations and comprehensive income (loss) such impact is reported (in thousands):


	Three Months Ended March 31,				Nine Months Ended March 31,
	2025		2024		2025		2024

The effects of cash flow hedging
Funding costs	$	74	$	335	$	382	$	1,097
The effects of derivatives not designated in hedging relationships
Other income, net	(2,154)		4,671		(3,403)		2,942

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12. Fair Value of Financial Assets and Liabilities

Financial Assets and Liabilities Recorded at Fair Value

The following tables present information about our assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2025 and June 30, 2024 (in thousands):


	March 31, 2025
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents:
Money market funds	$	69,419	$	—	$	—	$	69,419
Commercial paper	—		61,883		—		61,883
Government bonds- US	—		19,889		—		19,889
Securities, available for sale:
Certificates of deposit	—		8,746		—		8,746
Corporate bonds	—		242,800		—		242,800
Commercial paper	—		86,088		—		86,088
Agency bonds	—		13,444		—		13,444
Municipal bonds	—		5,180		—		5,180
Government bonds:
Non-US	—		5,286		—		5,286
US	—		367,769		—		367,769
Securitization notes receivable and residual trust certificates	—		—		50,857		50,857
Servicing assets	—		—		595		595
Derivative instruments	—		3,808		—		3,808
Risk sharing asset	—		—		43,739		43,739
Total assets	$	69,419	$	814,893	$	95,191	$	979,503
Liabilities:
Servicing liabilities	$	—	$	—	$	103	$	103
Performance fee liability	—		—		1,770		1,770
Profit share liability	—		—		5,425		5,425
Risk sharing liability	—		—		413		413
Derivative instruments	—		86		—		86
Total liabilities	$	—	$	86	$	7,711	$	7,797

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	June 30, 2024
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents:
Money market funds	$	63,389	$	—	$	—	$	63,389
Commercial paper	—		57,964		—		57,964
Government bonds- US	—		3,492		—		3,492
Securities, available for sale:
Certificates of deposit	—		34,473		—		34,473
Corporate bonds	—		242,660		—		242,660
Commercial paper	—		239,882		—		239,882
Agency bonds	—		15,159		—		15,159
Municipal bonds	—		3,953		—		3,953
Government bonds:
Non-US	—		5,275		—		5,275
US	—		538,556		—		538,556
Securitization notes receivable and residual trust certificates	—		—		51,670		51,670
Servicing assets	—		—		574		574
Derivative instruments	—		17,207		—		17,207
Risk sharing asset	—		—		33,884		33,884
Total assets	$	63,389	$	1,158,621	$	86,128	$	1,308,138
Liabilities:
Servicing liabilities	$	—	$	—	$	743	$	743
Performance fee liability	—		—		1,503		1,503
Profit share liability	—		—		1,974		1,974
Risk sharing liability	—		—		918		918
Derivative Instruments	—		38		—		38
Total liabilities	$	—	$	38	$	5,138	$	5,176

As of March 31, 2025 and June 30, 2024, there were no transfers between levels.

Assets and Liabilities Measured at Fair Value on a Recurring Basis (Level 2)

Marketable Securities

As of March 31, 2025, we held marketable securities classified as cash and cash equivalents and securities available for sale. Management obtains pricing from one or more third-party pricing services for the purpose of determining fair value. Whenever available, the fair value is based on quoted bid prices as of the end of the trading day. When quoted prices are not available, other methods may be utilized including evaluated prices provided by third-party pricing services.

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Derivative Instruments

As of March 31, 2025 and June 30, 2024, we used a combination of interest rate cap agreements and interest rate swaps to manage interest costs and the risks associated with variable interest rates. These derivative instruments are classified as Level 2 within the fair value hierarchy, and the fair value is estimated by using third-party pricing models, which contain certain assumptions based on readily observable market-based inputs. We validate the valuation output on a monthly basis. Refer to Note 11. Derivative Financial Instruments in the notes to the interim condensed consolidated financial statements for further details on our derivative instruments.

Assets and Liabilities Measured at Fair Value on a Recurring Basis using Significant Unobservable Inputs (Level 3)

We evaluate our assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level at which to classify them each reporting period. Since our servicing assets and liabilities, performance fee liability, securitization notes and residual trust certificates, profit share liability, and risk sharing arrangements do not trade in an active market with readily observable prices, we use significant unobservable inputs to measure fair value and have classified as level 3 within the fair value hierarchy. This determination requires significant judgments to be made.

Servicing Assets and Liabilities

We sold loans with an unpaid principal balance of $3.6 billion and $11.0 billion for the three and nine months ended March 31, 2025, respectively, $2.1 billion and $7.3 billion for the three and nine months ended March 31, 2024, respectively, for which we retained servicing rights.

As of March 31, 2025 and June 30, 2024, we serviced loans which we sold with a remaining unpaid principal balance of $6.8 billion and $5.1 billion, respectively.

We use discounted cash flow models to arrive at an estimate of fair value. Significant assumptions used in the valuation of our servicing rights are as follows:

Adequate Compensation

We estimate adequate compensation as the rate a willing market participant would require for servicing loans with similar characteristics as those in the serviced portfolio.

Discount Rate

Estimated future payments to be received under servicing agreements are discounted as a part of determining the fair value of the servicing rights. For servicing rights on loans, the discount rate reflects the time value of money and a risk premium intended to reflect the amount of compensation market participants would require.

Gross Default Rate

We estimate the timing and probability of early loan payoffs, loan defaults and write-offs, thus affecting the projected unpaid principal balance and expected term of the loan, which are used to project future servicing revenue and expenses.

We earned $32.1 million and $86.7 million of servicing income for the three and nine months ended March 31, 2025, respectively, and $25.3 million and $67.9 million for the three and nine months ended March 31, 2024, respectively.

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As of both March 31, 2025 and June 30, 2024, the aggregate fair value of the servicing assets was measured at $0.6 million and presented within other assets in the interim condensed consolidated balance sheets. As of March 31, 2025 and June 30, 2024, the aggregate fair value of the servicing liabilities was measured at $0.1 million and $0.7 million, respectively, and presented within accrued expenses and other liabilities in the interim condensed consolidated balance sheets.

The following table summarizes the activity related to the aggregate fair value of our servicing assets (in thousands):


	Three Months Ended March 31,				Nine Months Ended March 31,
	2025		2024		2025		2024
Fair value at beginning of period	$	806	$	365	$	574	$	880
Initial transfers of financial assets	—		—		230		—
Subsequent changes in fair value	(211)		(145)		(209)		(660)
Fair value at end of period	$	595	$	220	$	595	$	220

The following table summarizes the activity related to the aggregate fair value of our servicing liabilities (in thousands):


	Three Months Ended March 31,				Nine Months Ended March 31,
	2025		2024		2025		2024
Fair value at beginning of period	$	237	$	2,531	$	743	$	1,392
Initial transfers of financial liabilities	—		1,085		—		4,176
Subsequent changes in fair value	(134)		(1,124)		(640)		(3,076)
Fair value at end of period	$	103	$	2,492	$	103	$	2,492

The following tables present quantitative information about the significant unobservable inputs used for our Level 3 fair value measurement of servicing assets and liabilities as of March 31, 2025 and June 30, 2024:


		March 31, 2025
	Unobservable Input	Minimum		Maximum		Weighted Average (3)
Servicing assets	Discount rate	30.00	%	30.00	%	30.00	%
	Adequate compensation (1)	2.00	%	2.00	%	2.00	%
	Gross default rate (2)	11.83	%	14.84	%	12.86	%
Servicing liabilities	Discount rate	30.00	%	30.00	%	30.00	%
	Adequate compensation (1)	2.00	%	2.00	%	2.00	%
	Gross default rate (2)	3.34	%	5.34	%	4.28	%

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		June 30, 2024
	Unobservable Input	Minimum		Maximum		Weighted Average (3)
Servicing assets	Discount rate	30.00	%	30.00	%	30.00	%
	Adequate compensation (1)	2.00	%	2.00	%	2.00	%
	Gross default rate (2)	9.89	%	22.72	%	10.84	%
Servicing liabilities	Discount rate	30.00	%	30.00	%	30.00	%
	Adequate compensation (1)	2.00	%	2.00	%	2.00	%
	Gross default rate (2)	2.58	%	4.12	%	3.00	%

(1)Estimated annual cost of servicing a loan as a percentage of unpaid principal balance

(2)Annualized estimated gross charge-offs as a percentage of unpaid principal balance

(3)Unobservable inputs were weighted by relative fair value

The following table summarizes the effect that adverse changes in estimates would have on the fair value of the servicing assets and liabilities given hypothetical changes in significant unobservable inputs (in thousands):


	March 31, 2025		June 30, 2024
Servicing assets
Gross default rate assumption:
Gross default rate increase of 25%	$	1	$	1
Gross default rate increase of 50%	$	1	$	1
Adequate compensation assumption:
Adequate compensation increase of 10%	$	(923)	$	(980)
Adequate compensation increase of 20%	$	(1,846)	$	(1,961)
Discount rate assumption:
Discount rate increase of 25%	$	(22)	$	(23)
Discount rate increase of 50%	$	(43)	$	(44)
Servicing liabilities
Gross default rate assumption:
Gross default rate increase of 25%	$	—	$	(1)
Gross default rate increase of 50%	$	—	$	(1)
Adequate compensation assumption:
Adequate compensation increase of 10%	$	4,358	$	3,153
Adequate compensation increase of 20%	$	8,715	$	6,305
Discount rate assumption:
Discount rate increase of 25%	$	(2)	$	(19)
Discount rate increase of 50%	$	(3)	$	(37)

Performance Fee Liability

In accordance with our agreements with our originating bank partners, we pay a fee for each loan that is fully repaid by the consumer, due at the end of the period in which the loan is fully repaid. We recognize a liability upon the purchase of a loan for the expected future payment of the performance fee. This liability is measured using a discounted cash flow model and recorded at fair value and presented within accrued expenses and other liabilities in the interim condensed consolidated balance sheets. Any changes in the fair value of the liability are reflected in other income, net, in the interim condensed consolidated statements of operations and comprehensive income (loss).

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The following table summarizes the activity related to the fair value of the performance fee liability (in thousands):


	Three Months Ended March 31,				Nine Months Ended March 31,
	2025		2024		2025		2024
Fair value at beginning of period	$	1,773	$	1,594	$	1,503	$	1,581
Purchases of loans	520		424		1,609		1,293
Settlements paid	(510)		(493)		(1,488)		(1,485)
Subsequent changes in fair value	(13)		(9)		146		127
Fair value at end of period	$	1,770	$	1,516	$	1,770	$	1,516

Significant unobservable inputs used for our Level 3 fair value measurement of the performance fee liability are the discount rate, refund rate, and default rate. Significant increases or decreases in any of the inputs in isolation could result in a significantly lower or higher fair value measurement.

The following tables present quantitative information about the significant unobservable inputs used for our Level 3 fair value measurement of the performance fee liability as of March 31, 2025 and June 30, 2024:


	March 31, 2025
Unobservable Input	Minimum	Maximum	Weighted Average (1)
Discount rate	7.75%	10.00%	9.39%
Refund rate	1.50%	1.50%	1.50%
Default rate	0.92%	4.65%	3.04%


	June 30, 2024
Unobservable Input	Minimum	Maximum	Weighted Average (1)
Discount rate	8.50%	10.00%	9.81%
Refund rate	1.50%	1.50%	1.50%
Default rate	1.38%	4.65%	2.94%

(1)Unobservable inputs were weighted by remaining principal balances

Retained Beneficial Interests in Unconsolidated VIEs

As of March 31, 2025, we held notes receivable and residual trust certificates with an aggregate fair value of $50.9 million in connection with unconsolidated securitizations. The balances correspond to the 5% economic risk retention we are required to maintain as the securitization sponsor.

These assets are measured at fair value using a discounted cash flow model, and presented within securities available for sale at fair value in the interim condensed consolidated balance sheets. Changes in the fair value, other than declines in fair value due to credit recognized as an allowance, are reflected in other comprehensive income in the interim condensed consolidated statements of operations and comprehensive income (loss). Declines in fair value due to credit are reflected in other income, net in the interim condensed consolidated statements of operations and comprehensive income (loss).

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The following table summarizes the activity related to the fair value of the notes and residual trust certificates (in thousands):


	Three Months Ended March 31,				Nine Months Ended March 31,
	2025		2024		2025		2024
Fair value at beginning of period	$	69,051	$	32,411	$	51,670	$	18,913
Additions	—		—		41,940		22,187
Cash received (due to payments)	(19,982)		(9,697)		(46,401)		(19,052)
Change in unrealized gain (loss)	454		360		(84)		625
Accrued interest	1,072		622		4,048		1,233
Reversal of (impairment on) securities available for sale	262		120		(316)		(90)
Fair value at end of period	$	50,857	$	23,816	$	50,857	$	23,816

Significant unobservable inputs used for our Level 3 fair value measurement of the notes and residual trust certificates are the discount rate, loss rate, and prepayment rate. Significant increases or decreases in any of the inputs in isolation could result in a significantly lower or higher fair value measurement.

The following tables present quantitative information about the significant unobservable inputs used for our Level 3 fair value measurement of the notes receivable and residual trust certificates as of March 31, 2025 and June 30, 2024:


	March 31, 2025
Unobservable Input	Minimum	Maximum	Weighted Average (1)
Discount rate	2.26%	30.29%	6.89%
Loss rate	0.90%	8.60%	7.20%
Prepayment rate	18.25%	23.00%	22.52%


	June 30, 2024
Unobservable Input	Minimum	Maximum	Weighted Average (1)
Discount rate	5.73%	41.41%	8.93%
Loss rate	0.95%	6.98%	6.17%
Prepayment rate	12.40%	27.70%	23.33%

(1)Unobservable inputs were weighted by relative fair value

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The following table summarizes the effect that adverse changes in estimates would have on the fair value of the notes receivable and residual trust certificates given hypothetical changes in significant unobservable inputs (in thousands):


	March 31, 2025		June 30, 2024
Discount rate assumption:
Discount rate increase of 25%	$	(482)	$	(623)
Discount rate increase of 50%	$	(948)	$	(1,223)
Loss rate assumption:
Loss rate increase of 25%	$	(2,238)	$	(705)
Loss rate increase of 50%	$	(2,846)	$	(1,321)
Prepayment rate assumption:
Prepayment rate decrease of 25%	$	75	$	58
Prepayment rate decrease of 50%	$	150	$	116

Profit Share Liability

On January 1, 2021, we entered into a commercial agreement with an enterprise partner, in which we are obligated to share in the profitability of transactions facilitated by our platform. Upon capture of a loan under this program, we record a liability associated with the estimated future profit to be shared over the life of the loan based on estimated program profitability levels. This liability is measured using a discounted cash flow model and recorded at fair value and presented within accrued expenses and other liabilities in the interim condensed consolidated balance sheets.

The following table summarizes the activity related to the fair value of the profit share liability (in thousands):


	Three Months Ended March 31,				Nine Months Ended March 31,
	2025		2024		2025		2024
Fair value at beginning of period	$	6,111	$	1,544	$	1,974	$	1,832
Facilitation of loans	2,487		521		7,952		2,609
Actual performance	(4,270)		(2,634)		(10,569)		(2,128)
Subsequent changes in fair value	1,097		1,705		6,068		(1,177)
Fair value at end of period	$	5,425	$	1,136	$	5,425	$	1,136

Significant unobservable inputs used for our Level 3 fair value measurement of the profit share liability are the discount rate and estimated program profitability. Significant increases or decreases in any of the inputs in isolation could result in a significantly lower or higher fair value measurement.

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The following tables present quantitative information about the significant unobservable inputs used for our Level 3 fair value measurement of the profit sharing liability as of March 31, 2025 and June 30, 2024:


	March 31, 2025
Unobservable Input	Minimum	Maximum	Weighted Average (1)
Discount rate	30.00%	30.00%	30.00%
Program profitability	1.09%	2.19%	1.94%


	June 30, 2024
Unobservable Input	Minimum	Maximum	Weighted Average (1)
Discount rate	30.00%	30.00%	30.00%
Program profitability	0.32%	1.01%	0.96%

(1)Unobservable inputs were weighted by relative fair value

Risk Sharing Arrangements

In connection with certain capital funding arrangements with third party loan buyers, we have entered into risk sharing agreements where we may be required to make a payment to the loan buyer or are entitled to receive a payment from the loan buyer, depending on the actual versus expected loan performance as contractually agreed to with the counterparty, and subject to a cap based on a percentage of the principal balance of loans sold. Loan performance is evaluated at a cohort level based on the month loans were sold. As of March 31, 2025 and June 30, 2024, we have sold $7.8 billion and $4.2 billion, respectively, unpaid principal balance of loans under these risk sharing arrangements, of which our maximum exposure to losses is $94.3 million and $81.2 million, respectively. This amount includes our maximum potential loss with respect to risk sharing liabilities of $33.1 million and risk sharing assets of $61.2 million, as of March 31, 2025.

We account for these arrangements as derivatives measured at fair value with gains and losses recognized in gain on sales of loans in our interim condensed consolidated statements of operations and comprehensive income (loss). For each counterparty, we have recognized a net asset or net liability based on the estimated fair value of future payments we expect to receive from or make to the counterparty. As of March 31, 2025 and June 30, 2024, we held assets related to these arrangements of $43.7 million and $33.9 million, respectively, and liabilities of $0.4 million and $0.9 million, respectively.

As of March 31, 2025, we estimated the fair value of future settlements using a discounted cash flow model. Significant assumptions used in the valuation of our risk sharing assets and liabilities are as follows:

Discount Rate

We estimate future cash flows to be received or paid under the agreements are discounted as a part of determining the fair value of the risk sharing arrangements. The discount rate reflects the time value of money and a risk premium intended to reflect the amount of compensation market participants would require.

Loss Rate

We estimate the loss rate as the probability of loan defaults and write-offs, which are used to project future risk-sharing cash flows.

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Prepayment Rate

We estimate the annualized prepayment rate as the expected excess loan payment received in a given month as a percentage of the outstanding principal balance at the beginning of the month minus the scheduled principal payment.

The following table summarizes the activity related to the fair value of the risk sharing assets (in thousands):


	Three Months Ended March 31,				Nine Months Ended March 31,
	2025		2024		2025		2024
Fair value at beginning of period	$	44,969	$	16,690	$	33,884	$	—
Initial transfers of financial assets	3,605		6,317		19,173		20,880
Cash settlements	(7,665)		—		(13,489)		—
Subsequent changes in fair value	2,830		2,019		4,171		4,146
Fair value at end of period	$	43,739	$	25,026	$	43,739	$	25,026

The following table summarizes the activity related to the fair value of the risk sharing liabilities (in thousands):


	Three Months Ended March 31,				Nine Months Ended March 31,
	2025		2024		2025		2024
Fair value at beginning of period	$	1,498	$	512	$	918	$	—
Cash settlements	(909)		—		(1,354)		—
Subsequent changes in fair value	(176)		95		849		607
Fair value at end of period	$	413	$	607	$	413	$	607

The following tables present quantitative information about the significant unobservable inputs used for our Level 3 fair value measurement of the risk sharing arrangements as of March 31, 2025:


		March 31, 2025
	Unobservable Input	Minimum	Maximum	Weighted Average (1)
Risk sharing assets	Discount rate	20.00%	20.00%	20.00%
	Loss rate	3.31%	4.81%	4.06%
	Prepayment rate	20.38%	24.98%	22.85%
Risk sharing liabilities	Discount rate	20.00%	20.00%	20.00%
	Loss rate	3.46%	5.14%	4.37%


		June 30, 2024
	Unobservable Input	Minimum	Maximum	Weighted Average (1)
Risk sharing assets	Discount rate	20.00%	20.00%	20.00%
	Loss rate	3.00%	4.69%	3.66%
	Prepayment rate	23.36%	33.29%	28.48%
Risk sharing liabilities	Discount rate	20.00%	20.00%	20.00%
	Loss rate	3.25%	5.29%	4.28%

(1)Unobservable inputs were weighted by principal balance of loans sold under each cohort

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The following table summarizes the effect that adverse changes in estimates would have on the fair value of the risk sharing assets and liabilities given hypothetical changes in significant unobservable inputs (in thousands):


	March 31, 2025		June 30, 2024
Risk sharing assets (1)
Prepayment rate assumption:
Prepayment rate increase of 25%	$	1,463	$	572
Prepayment rate increase of 50%	$	2,837	$	1,131
Loss rate assumption:
Loss rate increase of 25%	$	(12,917)	$	(7,315)
Loss rate increase of 50%	$	(25,791)	$	(14,528)
Discount rate assumption:
Discount rate increase of 25%	$	(1,038)	$	(1,211)
Discount rate increase of 50%	$	(2,001)	$	(2,323)
Risk sharing liabilities (1)
Loss rate assumption:
Loss rate increase of 25%	$	21,671	$	22,333
Loss rate increase of 50%	$	30,243	$	41,677
Discount rate assumption:
Discount rate increase of 25%	$	(2)	$	(19)
Discount rate increase of 50%	$	(3)	$	(37)

Financial Assets and Liabilities Not Recorded at Fair Value

The following table presents the fair value and our assessment of the classification of this measurement within the fair value hierarchy for financial assets and liabilities held at amortized cost as of March 31, 2025 and June 30, 2024 (in thousands):


	March 31, 2025
	Carrying Amount		Level 1		Level 2		Level 3		Balance at Fair Value
Assets:
Loans held for sale (1)	$	1	$	—	$	1	$	—	$	1
Loans held for investment, net	6,255,459		—		—		6,682,131		6,682,131
Other assets (1)	7,269		—		7,269		—		7,269
Total assets	$	6,262,729	$	—	$	7,270	$	6,682,131	$	6,689,401
Liabilities:
Convertible senior notes, net (2)	$	1,152,019	$	—	$	1,044,657	$	—	$	1,044,657
Notes issued by securitization trusts	4,084,934		—		—		4,113,689		4,113,689
Funding debt (3)	1,926,795		—		—		1,926,979		1,926,979
Total liabilities	$	7,163,748	$	—	$	1,044,657	$	6,040,669	$	7,085,326

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	June 30, 2024
	Carrying Amount		Level 1		Level 2		Level 3		Balance at Fair Value
Assets:
Loans held for sale (1)	$	36	$	—	$	36	$	—	$	36
Loans held for investment, net	5,360,959		—		—		5,616,973		5,616,973
Other assets (1)	43,212		—		43,212		—		43,212
Total assets	$	5,404,207	$	—	$	43,248	$	5,616,973	$	5,660,221
Liabilities:
Convertible senior notes, net (2)	$	1,341,430	$	—	$	1,124,773	$	—	$	1,124,773
Notes issued by securitization trusts	3,236,873		—		—		2,506,929		2,506,929
Funding debt (3)	1,851,699		—		—		1,851,685		1,851,685
Total liabilities	$	6,430,002	$	—	$	1,124,773	$	4,358,614	$	5,483,387

(1)Amortized cost approximates fair value for loans held for sale and other assets.

(2)As of March 31, 2025, includes convertible senior notes due 2026 with a carrying amount and fair value of $247.7 million and $230.5 million, respectively, and convertible senior notes due 2029 with a carrying amount and fair value of $904.3 million and $814.1 million, respectively. As of June 30, 2024, includes convertible senior notes due 2026 with a carrying amount and fair value of $1.3 billion and $1.1 billion, respectively. The estimated fair value of the convertible senior notes is determined based on a market approach, using the estimated or actual bids and offers of the notes in an over-the-counter market on the last business day of the period.

(3)As of March 31, 2025 and June 30, 2024, debt issuance costs in the amount of $18.1 million and $14.8 million, respectively, was included within funding debt.

13. Stockholders’ Equity

Common Stock

We had shares of common stock reserved for issuance as follows:


	March 31, 2025	June 30, 2024


Available outstanding under equity compensation plans	42,923,080	47,622,117
Available for future grant under equity compensation plans	52,455,797	43,492,755
Total	95,378,877	91,114,872

The common stock is not redeemable. We have two classes of common stock: Class A common stock and Class B common stock. Each holder of Class A common stock has the right to one vote per share of common stock. Each holder of Class B common stock has the right to 15 votes and can be converted at any time into one share of Class A common stock. Holders of Class A and Class B common stock are entitled to notice of any stockholders’ meeting in accordance with the bylaws of the corporation, and are entitled to vote upon such matters and in such manner as may be provided by law. Subject to the prior rights of holders of all classes of stock at the time outstanding having prior rights as to dividends, the holders of the common stock are entitled to receive, when and as declared by the Board of Directors, out of any assets of the corporation legally available therefore, such dividends as may be declared from time to time by the Board of Directors.

Common Stock Warrants

Common stock warrants are included as a component of additional paid in capital within the interim condensed consolidated balance sheets.

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In November 2021, we granted warrants to purchase 22,000,000 shares of common stock in connection with our commercial agreements with Amazon. 7,000,000 of the warrant shares have an exercise price of $0.01 per share and originally had a term of 3.5 years. A portion of these warrants were fully vested at the grant date and the remainder were fully vested as of December 31, 2024. As of March 31, 2025, 3,500,000 of these warrants have been exercised. In February 2025, the term for the remaining unexercised warrant shares were extended for an additional 4.0 years. The remaining 15,000,000 warrant shares have an exercise price of $100 per share and a term of 7.5 years. We valued the warrants at the grant date using the Black-Scholes-Merton option pricing model. Refer to Note 5. Balance Sheet Components for more information on the asset and related amortization during the period. The remaining grant-date fair value of the warrants will be recognized within our interim condensed consolidated statements of operations and comprehensive income (loss) as a component of sales and marketing expense as the warrants vest, based upon Amazon’s satisfaction of the vesting conditions.

During the three and nine months ended March 31, 2025, a total of $41.2 million and $245.7 million, respectively, was recognized within sales and marketing expense, which included $5.1 million and $15.6 million, respectively, in amortization expense of the commercial agreement asset and $36.1 million and $230.1 million, respectively, in expense based upon the grant-date fair value of the warrant shares that vested. During the three and nine months ended March 31, 2024, a total of $102.9 million and $334.4 million, respectively, was recognized within sales and marketing expense, which included $6.9 million and $27.8 million, respectively, in amortization expense of the commercial agreement asset and $96.0 million and $306.6 million, respectively, in expense based upon the grant-date fair value of the warrant shares that vested.

Share Repurchases

In connection with the offering of the 2029 Notes, in December 2024, the Board of Directors authorized the repurchase of up to $350.0 million of common stock through open market purchases, privately negotiated transactions or through a combination thereof. The authorization terminated on December 31, 2024 and did not obligate the Company to acquire any particular amount of its common stock. Pursuant to this authorization, we utilized net proceeds from the offering, as well as cash on hand, to complete the repurchase of 3.5 million shares of Class A common stock from certain holders of the 2026 notes in privately negotiated transactions for an aggregate purchase price of approximately $250.0 million. Refer to Note 8. Debt in the notes to the interim condensed consolidated financial statements for more information on the 2029 Notes.

We record share repurchases on the settlement date. Repurchased shares are subsequently retired and returned to the status of authorized but unissued. Our policy for share retirements is to deduct the par value from common stock and to reflect any excess of cost over par value as a deduction from additional paid-in capital.

There were no share repurchases during the three or nine month periods ended March 31, 2024.

14. Equity Incentive Plans

2012 Stock Plan

Under our Amended and Restated 2012 Stock Plan (the “Plan”), we may grant incentive and nonqualified stock options, restricted stock, and restricted stock units (“RSUs”) to employees, officers, directors, and consultants. As of March 31, 2025, the maximum number of shares of common stock which may be issued under the Plan is 176,604,160 Class A shares. As of March 31, 2025 and June 30, 2024, there were 52,455,797 and 43,492,755 shares of Class A common stock, respectively, available for future grants under the Plan.

Stock Options

For stock options granted before our IPO in January 2021, the minimum expiration period is seven years after termination of employment or 10 years from the date of grant. For stock options granted after our IPO, the minimum expiration period is three months after termination of employment or 10 years from the date of grant.

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Stock options generally vest over a period of four years or with 25% vesting on the 12 month anniversary of the vesting commencement date, and the remainder vesting on a pro-rata basis each month over the next three years.

The following table summarizes our stock option activity for the nine months ended March 31, 2025:


	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)
Balance as of June 30, 2024	16,794,697	$	15.84	5.63
Granted	677,433	44.66
Exercised	(4,230,110)	10.65
Forfeited, expired or cancelled	(32,019)	34.21
Balance as of March 31, 2025	13,210,001	18.93		5.40
Vested and exercisable, March 31, 2025	10,562,612	$	16.23	4.66	$	315,906
Vested and exercisable, and expected to vest thereafter(1) March 31, 2025	13,129,573	$	18.79	5.37	$	358,087

(1)Options expected to vest reflect the application of an estimated forfeiture rate.

The weighted-average grant date fair value of options granted during the nine months ended March 31, 2025 was $31.74. As of March 31, 2025, unrecognized compensation expense related to unvested stock options was approximately $44.1 million, which is expected to be recognized over a remaining weighted-average period of 2.3 years.

Value Creation Award

In November 2020, the Company’s Board of Directors approved a long-term, multi-year performance-based stock option grant providing Mr. Levchin with the opportunity to earn the right to purchase up to 12,500,000 shares of the Company’s Class A common stock (the “Value Creation Award”). We recognize stock-based compensation on these awards based on the grant date fair value using an accelerated attribution method over the requisite service period, and only if performance-based conditions are considered probable of being satisfied. We incurred stock-based compensation expense of $6.4 million and $31.1 million during the three and nine months ended March 31, 2025, respectively, and $13.3 million and $52.4 million during the three and nine months ended March 31, 2024, respectively, associated with the Value Creation Award as a component of general and administrative expense within the interim condensed consolidated statements of operations and comprehensive income (loss).

As of March 31, 2025, unrecognized compensation expense related to the Value Creation Award was approximately $17.3 million, which is expected to be recognized over a remaining weighted-average period of 0.8 years.

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Restricted Stock Units

RSUs granted prior to the IPO were subject to two vesting conditions: a service-based vesting condition (i.e., employment over a period of time) and a performance-based vesting condition (i.e., a liquidity event in the form of either a change of control or an initial public offering, each as defined in the Plan), both of which must be met in order to vest. The performance-based condition was met upon the IPO. We record stock-based compensation expense for those RSUs on an accelerated attribution method over the requisite service period, which is generally four years. RSUs granted after IPO are subject to a service-based vesting condition. We record stock-based compensation expense for service-based RSUs on a straight-line basis over the requisite service period, which is generally one to four years.

The following table summarizes our RSU activity during the nine months ended March 31, 2025:


	Number of Shares	Weighted Average Grant Date Fair Value
Non-vested at June 30, 2024	18,327,420	$	27.68
Granted	11,688,123	34.14
Vested	(11,166,064)	30.13
Forfeited, expired or cancelled	(1,636,400)	27.81
Non-vested at March 31, 2025	17,213,079	$	30.46

As of March 31, 2025, unrecognized compensation expense related to unvested RSUs was approximately $485.4 million, which is expected to be recognized over a remaining weighted-average period of 1.7 years.

2020 Employee Stock Purchase Plan

On November 18, 2020, our Board of Directors adopted and approved the 2020 Employee Stock Purchase Plan (“ESPP”). The purpose of the ESPP is to secure the services of new employees, to retain the services of existing employees and to provide incentives for such individuals to exert maximum effort towards the success of the Company and that of its affiliates. A total of 16.1 million shares of Class A common stock are reserved and available for issuance under the ESPP and 1.9 million shares have been issued as of March 31, 2025. The ESPP provides for six-month offering periods beginning December 1 and June 1 of each year. At the end of each offering period, shares of our Class A common stock are purchased on behalf of each ESPP participant at a price per share equal to 85% of the lesser of (1) the fair market value of the Class A common stock on first day of the offering period (the grant date) or (2) the fair market value of the Class A common stock on the last day of the offering period (the purchase date). We use the Black-Scholes-Merton option pricing model to measure the fair value of the purchase rights issued under the ESPP at the first day of the offering period, which represents the grant date. We record stock-based compensation expense on a straight-line basis over each six-month offering period, the requisite service period of the award.

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Stock-Based Compensation Expense

The following table presents the components and classification of stock-based compensation (in thousands):


	Three Months Ended March 31,				Nine Months Ended March 31,
	2025		2024		2025		2024
General and administrative	$	50,344	$	51,947	$	170,868	$	184,070
Technology and data analytics	21,309		21,105		70,957		78,808
Sales and marketing	3,749		3,858		13,426		13,628
Processing and servicing	205		165		687		3,092
Total stock-based compensation in operating expenses	75,607		77,075		255,938		279,598
Capitalized into property, equipment and software, net	44,369		30,981		138,555		99,441
Total stock-based compensation	$	119,976	$	108,056	$	394,493	$	379,039

15. Restructuring and other

In February 2023, we committed to a restructuring plan (the “February 2023 Plan”) that included reducing our workforce and vacating a portion of our San Francisco office. The February 2023 Plan was completed during fiscal 2024, and we do not expect future costs or payments related to the plan.

As of March 31, 2025, we had no outstanding liability related to previously accrued exit and disposal costs. For the three and nine months ended March 31, 2024, exit and disposal costs were $5.2 million and $6.9 million, respectively.

16. Income Taxes

The quarterly provision for income taxes is based on the current estimate of the annual effective income tax rate and the tax effect of discrete items occurring during the quarter. Our quarterly provision and the estimate of the annual effective tax rate are subject to significant variation due to several factors, including variability in the pre-tax jurisdictional mix of earnings and the impact of discrete items.

For the three and nine months ended March 31, 2025, we recorded income tax expense (benefit) of $2.5 million and $6.9 million, respectively, which was primarily attributable to various U.S. state and foreign income taxes. For the three and nine months ended March 31, 2024, we recorded income tax expense (benefit) of $0.9 million and $1.2 million, respectively, which was primarily attributable to deferred taxes recognized by certain foreign subsidiaries, various U.S. state and other foreign income taxes, and the tax amortization of certain intangibles.

As of March 31, 2025, we continue to recognize a full valuation allowance against our U.S. federal and state and certain foreign net deferred tax assets. This determination was based on the assessment of the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to utilize the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred by us for the prior three fiscal years. The presence of a three-year cumulative loss limits the ability to consider other subjective evidence, such as our expectations of future taxable income and projections for growth.

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17. Net Income (Loss) per Share Attributable to Common Stockholders

The following table presents basic and diluted net loss per share attributable to common stockholders for Class A and Class B common stock (in thousands, except share and per share data):


	Three Months Ended March 31,				Nine Months Ended March 31,
	2025				2025
	Class A		Class B		Class A		Class B
Numerator:
Net income (loss) attributable to common stockholders - basic	$	2,451	$	353	$	(14,834)	$	(2,224)
Net income (loss) attributable to common stockholders - diluted	$	2,472	$	332	$	(14,834)	$	(2,224)
Denominator:
Weighted average shares of common stock - basic	283,262,753		40,791,214		279,578,539		41,926,610
Dilutive effect of stock equivalents:
Restricted stock units	10,646,113		—		—		—
Stock options, including early exercise of options	8,801,161		—		—		—
Value creation award vested shares	691,983		—		—		—
Employee stock purchase plan shares	31,108		—		—		—
Weighted average shares of common stock - diluted	303,433,118		40,791,214		279,578,539		41,926,610
Net income (loss) per share:
Basic	$	0.01	$	0.01	$	(0.05)	$	(0.05)
Diluted	$	0.01	$	0.01	$	(0.05)	$	(0.05)


	Three Months Ended March 31,				Nine Months Ended March 31,
	2024				2024
	Class A		Class B		Class A		Class B
Numerator:
Net loss attributable to common stockholders - basic	$	(114,116)	$	(19,820)	$	(388,902)	$	(83,719)
Net loss attributable to common stockholders - diluted	$	(114,116)	$	(19,820)	$	(388,902)	$	(83,719)
Denominator:
Weighted average shares of common stock - basic	266,363,196		46,263,532		253,437,891		54,557,998
Weighted average shares of common stock - diluted	266,363,196		46,263,532		253,437,891		54,557,998
Net loss per share:
Basic	$	(0.43)	$	(0.43)	$	(1.53)	$	(1.53)
Diluted	$	(0.43)	$	(0.43)	$	(1.53)	$	(1.53)

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The following common stock equivalents were excluded from the calculation of diluted net income (loss) per share attributable to common stockholders because their inclusion would have been anti-dilutive:


	Three Months Ended March 31,		Nine Months Ended March 31,
	2025	2024	2025	2024
Restricted stock units	677,495	17,660,162	17,213,079	17,660,162
Stock options, including early exercise of options	953,308	16,886,267	13,210,001	16,886,267
Common stock warrants	6,753,922	5,760,721	6,753,922	5,760,721
Value creation award	—	—	4,000,000	—
Employee stock purchase plan shares	—	214,364	223,996	214,364
Total	8,384,725	40,521,514	41,400,998	40,521,514

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the interim condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q (“Form 10-Q”) and our audited consolidated financial statements and the related notes and the discussion under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for the fiscal year ended June 30, 2024 included in our Annual Report on Form 10-K. Some of the information contained in this discussion and analysis, including information with respect to our planned investments to drive future growth, includes forward-looking statements that involve risks and uncertainties. You should review the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” of this Form 10-Q and our most recently filed Annual Report on Form 10-K for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

We are building the 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 responsibly and with confidence, easier for merchants and commerce platforms to convert sales and grow, and easier for commerce to thrive.

Our point-of-sale solutions allow consumers to pay for purchases in fixed amounts without deferred interest, late fees, or penalties. We empower consumers to pay over time rather than paying for a purchase entirely upfront. This increases consumers’ purchasing power and gives them more control and flexibility. Our platform facilitates both true 0% APR payment options and interest-bearing loans. On the merchant side, we offer commerce enablement, demand generation, and consumer acquisition tools. Our solutions empower merchants to more efficiently promote and sell their products, optimize their consumer acquisition strategies, and drive incremental sales. We also provide valuable product-level data and insights — information that merchants cannot easily get elsewhere — to better inform their strategies. Finally, for consumers, our app unlocks the full suite of Affirm products for a delightful end-to-end consumer experience. Consumers can use our app to apply for installment loans, and upon approval, they can use the Affirm Card digitally online or in-stores to complete a purchase. Additionally, consumers can manage the pre and post purchase split of Affirm Card transactions into a loan, manage payments, open a high-yield savings account, and access a personalized marketplace.

Our Company is predicated on the principles of simplicity, transparency, and putting people first. By adhering to these principles, we have built enduring, trust-based relationships with consumers and merchants that we believe will set us up for long-term, sustainable success. We believe our innovative approach uniquely positions us to define the future of commerce and payments.

Technology and data are at the core of everything we do. Our expertise in sourcing, aggregating, and analyzing data has been what we believe to be the key competitive advantage of our platform since our founding. We believe our proprietary technology platform and data give us a unique advantage in pricing risk. We use data to inform our risk scoring in order to generate value for our consumers, merchants, and capital partners. We also prioritize building our own technology and investing in product and engineering talent as we believe these are enduring competitive advantages that are difficult to replicate. Our solutions use the latest in machine learning, artificial intelligence, cloud-based technologies, and other modern tools to create differentiated and scalable products.

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	Three Months Ended March 31,								Nine Months Ended March 31,
	2025		2024		$		%		2025		2024		$		%
	(in thousands, except percentages)
Total revenue, net	$	783,135	$	576,157	$	206,978	36	%	$	2,347,995	$	1,663,814	$	684,181	41	%
Total operating expenses	791,527		736,946		54,581		7	%	2,493,332		2,206,201		287,131		13	%
Operating loss	$	(8,393)	$	(160,789)	$	152,396	(95)	%	$	(145,337)	$	(542,387)	$	397,050	(73)	%
Other income, net	13,738		27,743		(14,005)		(50)	%	135,221		70,999		64,222		90	%
Income (loss) before income taxes	$	5,345	$	(133,046)	$	138,391	(104)	%	$	(10,116)	$	(471,388)	$	461,272	(98)	%
Income tax expense	2,541		890		1,651		186	%	6,942		1,233		5,709		463	%
Net income (loss)	$	2,804	$	(133,936)	$	136,740	(102)	%	$	(17,058)	$	(472,621)	$	455,563	(96)	%

Our Financial Model

Our Revenue Model

We have three main loan product offerings: Pay-in-X, 0% annual percentage rate (“APR”) monthly installment loans and interest-bearing monthly installment loans. Pay-in-X consists of short-term payment plans with one to four 0% APR installments.

From merchants, we typically earn a fee when we help them convert a sale and facilitate a transaction. Merchant fees depend on the individual arrangement between us and each merchant and vary based on the terms of the product offering; we generally earn larger merchant fees on 0% APR financing products. For the three and nine months ended March 31, 2025, Pay-in-X represented 15% and 14%, respectively, of total GMV facilitated through our platform while 0% APR installment loans represented 13% and 12%, respectively. For the three and nine months ended March 31, 2024, Pay-in-X represented 14% and 15%, respectively, of total GMV facilitated through our platform while 0% APR installment loans represented 13% and 11%, respectively.

From consumers, we earn interest income on the simple interest loans that we originate or purchase from our originating bank partners. Interest rates charged to our consumers vary depending on the transaction risk, creditworthiness of the consumer, the repayment term selected by the consumer, the amount of the loan, and the individual arrangement with a merchant. Because our consumers are never charged deferred or compounding interest, late fees, or penalties on the loans, we are not incentivized to profit from our consumers’ hardships. In addition, interest income includes the amortization of any discounts or premiums on loan receivables created upon either the purchase of a loan from one of our originating bank partners or our direct origination of a loan. For the three and nine months ended March 31, 2025, interest bearing loans represented 72% and 74%, respectively, of total GMV facilitated through our platform. For both the three and nine months ended March 31, 2024, interest bearing loans represented 72% of total GMV facilitated through our platform

In order to accelerate our ubiquity, we facilitate the issuance of virtual cards directly to consumers through our app, allowing them to shop with merchants that may not yet be fully integrated with Affirm. Similarly, we also facilitate the issuance of the Affirm Card, a card that can be used physically or virtually and which allows consumers to link a bank account to pay in full, or pay later by accessing credit through the Affirm App. When these cards are used over established card networks, we earn a portion of the interchange fee from the transaction.

Our Loan Origination and Servicing Model

When a consumer applies for a loan through our platform, the loan is underwritten using our proprietary risk model. Once approved for the loan, the consumer then selects their preferred repayment option. A portion of these loans are funded and issued by our originating bank partners, which include Cross River Bank, an FDIC-insured New Jersey state-chartered bank, Celtic Bank, an FDIC-insured Utah state-chartered industrial bank, and

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Lead Bank, an FDIC-insured Missouri state-chartered bank. These partnerships allow us to benefit from our partners’ ability to originate loans under their banking licenses while complying with various federal, state, and other laws. Under this arrangement, we must comply with our originating bank partners' credit policies and underwriting procedures, and our originating bank partners maintain ultimate authority to decide whether to originate a loan or not. When an originating bank partner originates a loan, it funds the loan through its own funding sources and may subsequently offer and sell the loan to us. Pursuant to our agreements with these partners, we are obligated to purchase the loans facilitated through our platform that such partner offers us and our obligation is secured by cash deposits. To date, we have purchased all of the loans facilitated through our platform and originated by our originating bank partners. When we purchase a loan from an originating bank partner, the purchase price is equal to the outstanding principal balance of the loan, plus a fee and any accrued interest. The originating bank partner also retains an interest in the loans purchased by us through a loan performance fee that is payable by us on the aggregate principal amount of a loan that is paid by a consumer. Refer to Note 12. Fair Value of Financial Assets and Liabilities in the notes to the interim condensed consolidated financial statements for more information on the performance fee liability.

We are also able to originate loans directly under our lending, servicing, and brokering licenses in Canada, the U.K, and across several states in the U.S. through our consolidated subsidiaries. For the three and nine months ended March 31, 2025, we directly originated approximately $1.5 billion, or 17%, and $4.5 billion, or 17%, respectively, of loans compared to approximately $1.1 billion, or 17%, and $3.3 billion, or 17%, for the same period in 2024.

We act as the servicer on all loans that we originate directly or purchase from our originating bank partners and earn a servicing fee on loans held by third parties, including bank partners prior to loan purchase and third party loan buyers if subsequently sold as part of our funding strategy. In the normal course of business, we do not sell the servicing rights on any of the loans. To allow for flexible staffing to support overflow and seasonal traffic, we partner with several sub-servicers to manage consumer care, first priority collections, and third-party collections in accordance with our policies and procedures.

Factors Affecting Our Performance

Our performance has been and may continue to be affected by many factors, including those identified below, as well as the factors discussed in the section titled “Risk Factors” in this Form 10-Q and in our most recently filed Annual Report on Form 10-K for the fiscal year ended June 30, 2024, as updated from time to time in our filings with the SEC.

Expanding our Network, Diversity, and Mix of Funding Relationships

Our capital efficient funding model is integral to the success of our platform. As we scale the number of transactions on our network and grow GMV, we maintain a variety of funding relationships in order to support our network. Our diversified funding relationships include warehouse facilities, securitization trusts, forward flow arrangements, and partnerships with banks. Given the short duration and strong performance of our assets, funding can be recycled quickly, resulting in a high-velocity, capital efficient funding model. As of March 31, 2025 and June 30, 2024, our equity capital as a percentage of our total platform portfolio has remained relatively unchanged at 5%. The mix of on-balance sheet and off-balance sheet funding is a function of how we choose to allocate loan volume, which is determined by the economic arrangements and supply of capital available to us, both of which may also impact our results in any given period.

Mix of Business on Our Platform

The shifts in merchant volumes and products offered in any period affect our operating results. These shifts impact GMV, revenue, our financial results, and our key operating metric performance for that period. Differences in loan product mix result in varying loan durations, APR, and mix of 0% APR and interest-bearing financings.

Product and economic terms of commercial agreements vary among our merchants, which may impact our results. For example, our low average order value (“AOV”) products generally benefit from shorter duration, but

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also have lower revenue as a percentage of GMV when compared to high AOV products. Merchant mix shifts are driven in part by the products offered by the merchant, the economic terms negotiated with the merchant, merchant-side activity relating to the marketing of their products, whether or not the merchant is fully integrated within our network, and general economic conditions affecting consumer demand. Our revenue as a percentage of GMV in any given period varies across products. As such, as we continue to expand our network to include more merchants and product offerings, revenue as a percentage of GMV may vary.

Additionally, our commercial agreements with our platform partners, the expansion of our consumer eligibility criteria, along with the growing repeat usage of our Affirm Card offerings, are driving an increase in low AOV transactions. As a result, while we expect that transactions per active consumer may increase, revenue as a percentage of GMV may decline in the medium term to the extent that a greater portion of our GMV comes from Affirm Card and other low-AOV offerings.

Seasonality

We experience seasonal fluctuations in our business as a result of consumer spending patterns, including Affirm Card, which we expect to mimic the seasonality of our general business in the near term. Historically, our GMV has been the strongest during our fiscal second quarter due to increases in retail commerce during the holiday season and our loan delinquencies are at their lowest during our fiscal third and fourth quarter, as consumer savings benefit from tax refunds. Adverse events that occur during our second fiscal quarter could have a disproportionate effect on our financial results for the fiscal year.

Macroeconomic Environment

We regularly monitor the direct and indirect impacts of the current macroeconomic conditions on our business, financial condition, and results of operations. Starting in fiscal 2023, the macroeconomic environment began to present a number of challenges to our business. In response to continued inflationary pressure, the U.S. Federal Reserve rapidly raised the federal funds interest rate from March 2022 through July 2023. Despite the Federal Reserve’s decision to begin to decrease the federal funds interest rate in September 2024, uncertainty remains as to whether and to what extent the federal funds interest rate will remain at current levels, increase or decrease in future periods. Simultaneously, economic uncertainty, including the prospect of economic recession and the magnitude, duration and impact of tariffs on global trade, has impacted and may continue to impact consumer spending. These challenges have affected, and may continue to affect, our business and results of operations in the following ways:

•Shifts in consumer demand: Over the past two fiscal years, we have experienced varying levels of consumer demand across different categories of merchandise. This is due to economic uncertainty, recessionary concerns, inflationary pressures and elevated interest rates. If macroeconomic conditions deteriorate in future periods, consumer demand may be negatively impacted.

•Increased borrowing costs: The Federal Reserve began decreasing the federal funds interest rate in late 2024, leading to a decline in our average funding costs. Despite this, the overall interest rate environment remains elevated compared to historical levels, and there is continued uncertainty as to whether and to what extent the Federal Reserve may decrease the federal funds rate further in the future. As a result, we may continue to experience higher transaction costs.

•Volatile capital markets: Since fiscal 2024, capital markets have shown improvement against recent periods, which has been evidenced by substantial additions across our funding channels due to our strong loan performance. However, despite these improvements, uncertainties remain in the macroeconomic environment, especially with regard to inflation, the prospect of recession, the magnitude, duration and impact of tariffs on global trade, and the potential for increased unemployment. To address these uncertainties, we leverage our diverse funding channels and counterparties, which contribute to our resilience across various macroeconomic conditions and economic cycles.

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Consumer Credit Optimization and Loan Performance

We continue to optimize our underwriting and take other actions to manage consumer loan repayment, increase collections and minimize losses. For example, we offer loan modifications to borrowers experiencing financial difficulty to provide greater flexibility for consumers to repay their obligations, through payment deferrals or loan re-amortizations. A payment deferral extends the next payment due date, and while a consumer may receive more than one deferral, the total deferral period may not exceed three months. A loan re-amortization lowers the monthly payments by extending the term, which may not exceed twenty-four months.

These loan modification programs also impact our delinquency rates, and such impact can vary over time. As disclosed in Note 4. Loans Held for Investment and Allowance for Credit Losses in the notes to the interim condensed consolidated financial statements, in fiscal 2024, we expanded the eligibility of our loan modification programs, which resulted in a modest benefit to delinquency rates for loans held for investment during that period. The volume of loan modifications during the fiscal quarter ended March 31, 2025 decreased compared to the same period in 2024. Loans modified during the three and twelve months ended March 31, 2025, represent 0.09% and 0.21%, respectively, of the outstanding principal balance of loans held on our balance sheet. Our reported delinquency and charge off rates include loans which have become past due or have charged off subsequent to modification. An unknown percentage of loans which have been modified and are current as of March 31, 2025 may become delinquent or charge off in the future. We continue to evaluate the effectiveness of these programs and may modify, expand, or contract their usage, which may affect the timing of reported delinquencies and charge offs in future periods.

Regulatory Developments

We are subject to the regulatory and enforcement authority of the Consumer Financial Protection Bureau (the “CFPB”) as a facilitator, servicer, acquirer or originator of consumer credit. As such, the CFPB has in the past requested reports concerning our organization, business conduct, markets, and activities, and we expect that the CFPB will continue to do so from time to time in the future. In addition, we are supervised by the CFPB, which enables it, among other things, to conduct comprehensive and rigorous examinations to assess our compliance with consumer financial protection laws, which in turn could result in matters requiring attention, enforcement investigations and actions, regulatory fines and mandated changes to our business products, policies and procedures.

Key Operating Metrics

We focus on several key operating metrics to measure the performance of our business and help determine our strategic direction. In addition to revenue, net income (loss), and other results under U.S. GAAP, the following tables set forth key operating metrics we use to evaluate our business.


	Three Months Ended March 31,						Nine Months Ended March 31,
	2025		2024		% Change		2025		2024		% Change
	(in billions)
GMV	$	8.6	$	6.3	36	%	$	26.3	$	19.4	36	%

GMV

We measure GMV to assess the volume of transactions that take place on our platform. We define GMV as the total dollar amount of all transactions on the Affirm platform during the applicable period, net of refunds. GMV does not represent revenue earned by us; however, it is an indicator of the success of our merchants and the strength of our platform.

For the three and nine months ended March 31, 2025, GMV was $8.6 billion and $26.3 billion, respectively, which represented an increase of approximately 36%, as compared to the same periods in 2024. The increase in GMV was driven by growth in several key areas including our top five merchants and platform partners, our direct to consumer products, such as Affirm Card, and overall increases in our active merchant base, active consumers and average transactions per consumer.

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During the three and nine months ended March 31, 2025, GMV growth was diversified across categories and loan products, primarily driven by our general merchandise and electronics categories as well as our 0% APR installment loans. General merchandise grew 38% and 41% and electronics grew 34% and 34% for the three and nine months ended March 31, 2025, respectively. GMV across our travel and ticketing, equipment and auto, and other categories grew more than 20% year over year. Additionally, GMV growth from 0% APR installment loans was 44% and 52% during the three and nine months ended March 31, 2025, respectively, when compared to the same periods in 2024.

For the three and nine months ended March 31, 2025, our top five merchants and platform partners represented approximately 45% and 48%, respectively, of total GMV, as compared to 42% and 45%, respectively, for the three and nine months ended March 31, 2024. GMV attributable to Amazon during the three and nine months ended March 31, 2025 represented 21% and 23%, respectively, of total GMV. GMV attributable to Amazon during both the three and nine months ended March 31, 2024 represented 20% of total GMV.


	March 31, 2025	March 31, 2024	% Change
	(in thousands, except per consumer data)
Active consumers	21,888	18,134	21	%
Transactions per active consumer	5.6	4.6	20	%

Active Consumers

We assess consumer adoption and engagement by the number of active consumers across our platform. Active consumers are the primary measure of the size of our network. We define an active consumer as a consumer who completes at least one transaction on our platform during the 12 months prior to the measurement date.

As of March 31, 2025, we had approximately 21.9 million active consumers, which represented an increase of 21% compared to approximately 18.1 million active consumers as of March 31, 2024. The increase was primarily due to a high retention rate of existing consumers, as well as continued adoption of the Affirm Card, and the acquisition of new consumers through an expansion in active merchants and platform partnerships.

Transactions per Active Consumer

We believe the value of our network is amplified with greater consumer engagement and repeat usage, highlighted by increased transactions per active consumer. Transactions per active consumer is defined as the average number of transactions that an active consumer has conducted on our platform during the 12 months prior to the measurement date.

As of March 31, 2025, we had approximately 5.6 transactions per active consumer, an increase of 20% compared to March 31, 2024. The increase was primarily due to platform growth, a higher frequency of repeat users driven by consumer engagement, and growth of Affirm Card active consumers. As of March 31, 2025, Affirm Card represented approximately 10% of the total number of transactions compared to approximately 6% as of March 31, 2024.

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Results of Operations

The following tables set forth selected interim condensed consolidated statements of operations and comprehensive income (loss) data for each of the periods presented:


	Three Months Ended March 31,								Nine Months Ended March 31,
	2025		2024		$		%		2025		2024		$		%
	(in thousands, except percentages)
Revenue
Merchant network revenue	$	213,973	$	159,292	$	54,681	34	%	$	643,207	$	493,599	$	149,608	30	%
Card network revenue	58,572		35,676		22,896		64	%	164,194		108,421		55,773		51	%
Total network revenue	272,545		194,968		77,577		40	%	807,401		602,020		205,381		34	%
Interest income (1)	402,701		315,712		86,989		28	%	1,189,132		866,737		322,395		37	%
Gain on sales of loans (1)	75,838		40,183		35,655		89	%	264,739		127,170		137,569		108	%
Servicing income	32,050		25,294		6,756		27	%	86,723		67,887		18,836		28	%
Total revenue, net	783,135		576,157		206,978		36	%	2,347,995		1,663,814		684,181		41	%
Operating expenses (2)
Loss on loan purchase commitment	57,290		44,143		13,147		30	%	181,805		132,639		49,166		37	%
Provision for credit losses	147,252		122,443		24,809		20	%	460,056		343,019		117,037		34	%
Funding costs	107,631		90,449		17,182		19	%	319,539		248,997		70,542		28	%
Processing and servicing	118,398		88,209		30,189		34	%	329,504		254,083		75,421		30	%
Technology and data analytics	152,620		124,828		27,792		22	%	435,123		377,626		57,497		15	%
Sales and marketing	74,022		132,950		(58,928)		(44)	%	355,293		441,081		(85,788)		(19)	%
General and administrative	134,303		128,721		5,582		4	%	412,196		401,832		10,364		3	%
Restructuring and other	12		5,203		(5,191)		(100)	%	(184)		6,924		(7,108)		(103)	%
Total operating expenses	791,527		736,946		54,581		7	%	2,493,332		2,206,201		287,131		13	%
Operating loss	$	(8,393)	$	(160,789)	$	152,396	(95)	%	$	(145,337)	$	(542,387)	$	397,050	(73)	%
Other income, net	13,738		27,743		(14,005)		(50)	%	135,221		70,999		64,222		90	%
Income (loss) before income taxes	$	5,345	$	(133,046)	$	138,391	(104)	%	$	(10,116)	$	(471,388)	$	461,272	(98)	%
Income tax expense	2,541		890		1,651		186	%	6,942		1,233		5,709		463	%
Net income (loss)	$	2,804	$	(133,936)	$	136,740	(102)	%	$	(17,058)	$	(472,621)	$	455,563	(96)	%

(1)Upon purchase of a loan from our originating bank partners at a price above the fair market value of the loan or upon the origination of a loan with a par value in excess of the fair market value of the loan, a discount is included in the amortized cost basis of the loan. For loans held for investment, this discount is amortized over the life of the loan into interest income. When a loan is sold to a third-party loan buyer or off-balance sheet securitization trust, the unamortized discount is released in full at the time of sale and recognized as part of the gain or loss on sales of loans. However, the cumulative value of the loss on loan purchase commitment or loss on origination, the interest income recognized over time from the amortization of discount while retained, and the release of discount into gain on sales of loans, together net to zero over the life of the loan. The following table details activity for the discount, included in loans held for investment, for the periods indicated:

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	Three Months Ended March 31,				Nine Months Ended March 31,
	2025		2024		2025		2024
	(in thousands)
Balance at the beginning of the period	$	103,433	$	100,900	$	98,527	$	96,576
Additions from loans purchased or originated, net of refunds	86,723		69,545		265,676		200,641
Amortization of discount	(65,639)		(53,960)		(186,450)		(150,102)
Unamortized discount released on loans sold	(19,939)		(12,493)		(71,826)		(43,003)
Impact of foreign currency translation	39		(779)		(1,310)		(899)
Balance at the end of the period	$	104,617	$	103,213	$	104,617	$	103,213

(2) Amounts include stock-based compensation as follows:


	Three Months Ended March 31,				Nine Months Ended March 31,
	2025		2024		2025		2024
	(in thousands)
General and administrative	$	50,344	$	51,947	$	170,868	$	184,070
Technology and data analytics	21,309		21,105		70,957		78,808
Sales and marketing	3,749		3,858		13,426		13,628
Processing and servicing	205		165		687		3,092
Total stock-based compensation in operating expenses	75,607		77,075		255,938		279,598
Capitalized into property, equipment and software, net	44,369		30,981		138,555		99,441
Total stock-based compensation	$	119,976	$	108,056	$	394,493	$	379,039

Comparison of the Three and Nine Months Ended March 31, 2025 and 2024

Merchant network revenue

Merchant network revenue is impacted by both GMV and the mix of loans originated on our platform as merchant fees vary based on loan characteristics. In particular, merchant network revenue as a percentage of GMV typically increases with longer-term, non interest-bearing loans with higher AOVs, and decreases with shorter-term, interest-bearing loans with lower AOVs.

Merchant network revenue increased by $54.7 million, or 34%, and $149.6 million, or 30%, for the three and nine months ended March 31, 2025, respectively, compared to the same periods in 2024. The increase is primarily attributed to an increase of $2.3 billion, or 36%, and $6.9 billion, or 36%, in GMV for the three and nine months ended March 31, 2025, respectively, compared to the same periods in 2024. The increase in GMV is a result of continued growth at our top five merchants and platform partners representing approximately 45% and 48% for the three and nine months ended March 31, 2025, respectively, compared to 42% and 45% for the three and nine months ended March 31, 2024, respectively. Our active merchant base and the number of active consumers also grew, reaching approximately 358 thousand and 21.9 million, respectively, as of March 31, 2025, up from approximately 292 thousand and 18.1 million, respectively, as of March 31, 2024.

With respect to the frequency and mix of transactions, the transactions per active consumer increased from 4.6 as of March 31, 2024 to 5.6 as of March 31, 2025. The increase in active consumers and transactions per active consumer is partially offset by a decrease in AOV. For both the three and nine months ended March 31, 2025, AOV was $273, down from $293 and $292 for the same period in 2024. The decrease in AOV is driven by the diversification of our merchant base, with accelerated growth in some of our largest interest bearing merchant programs, and our ongoing initiative to drive repeat usage of our platform beyond one-time high AOV purchases.

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Card network revenue

Card network revenue increased by $22.9 million, or 64%, and $55.8 million, or 51%, for the three and nine months ended March 31, 2025, respectively, compared to the same periods in 2024. Card network revenue growth is correlated with the growth of GMV processed by our card-issuing partners. As such, the increase is primarily driven by $2.9 billion and $8.4 billion of GMV processed through our card-issuing partners, an increase of 44% and 42% for the three and nine months ended March 31, 2025, respectively, as compared to the same periods in 2024. This was driven by increased card activity primarily through our single use virtual cards and Affirm Card, as well as growth in existing and new merchants utilizing our agreement with card-issuing partners as a means of integrating Affirm services, which grew from approximately 1,700 merchants as of March 31, 2024 to 35,000 merchants as of March 31, 2025. Card network revenue is also impacted by the mix of merchants as different merchants can have different interchange rates depending on their industry or size, among other factors.

Interest income

Interest income increased by $87.0 million, or 28%, and $322.4 million, or 37%, for the three and nine months ended March 31, 2025, respectively, compared to the same periods in 2024. Generally, interest income is correlated with the changes in the average balance of loans held for investment, which increased by 25% to $6.7 billion and 29% to $6.4 billion for the three and nine months ended March 31, 2025, respectively, compared to the same periods in 2024. As a result, interest income from interest-bearing loans increased by $96.1 million, or 35%, and $334.8 million, or 45%, for the three and nine months ended March 31, 2025, respectively, compared to the same periods in 2024.

Gain on sales of loans

Gain on sales of loans increased by $35.7 million, or 89%, and $137.6 million, or 108%, for the three and nine months ended March 31, 2025, respectively, compared to the same periods in 2024. The increase is driven by higher loan sale volume to third-party loan buyers and favorable transaction economics which are impacted by the composition of our loan portfolio sold and other market factors. We sold loans with an unpaid principal balance of $3.6 billion and $11.0 billion for the three and nine months ended March 31, 2025, respectively, compared to $2.1 billion and $7.3 billion for the same period in 2024.

Servicing income

Servicing income includes net servicing fee revenue and fair value adjustments for servicing assets and liabilities, and is recognized for loan portfolios sold to third-party loan buyers and for loans held within our off-balance sheet securitizations. Servicing fee revenue varies by contractual servicing fee arrangement and is earned as a percentage of the average unpaid principal balance of loans held by each counterparty where we have a servicing agreement. We reduce servicing income for certain fees we are required to pay per our contractual servicing arrangement.

With respect to fair value adjustments, we remeasure the fair value of servicing assets and liabilities each period and recognize the change in fair value in servicing income. We utilize a discounted cash flow approach to remeasure the fair value of servicing rights. Because we earn servicing income based on the outstanding principal balance of the portfolio, fair value adjustments are impacted by the timing and amount of loan repayments. As such, over the term of each loan portfolio sold, fair value adjustments for servicing assets will decrease servicing income and fair value adjustments for servicing liabilities will increase servicing income. We discuss our valuation methodology and significant Level 3 inputs for servicing assets and liabilities within Note 12. Fair Value of Financial Assets and Liabilities in the notes to the interim condensed consolidated financial statements.

Servicing income increased by $6.8 million, or 27%, and $18.8 million, or 28%, for the three and nine months ended March 31, 2025, respectively, compared to the same periods in 2024. The increase is primarily due to an increase in net servicing fee revenue which is calculated as a percentage of the unpaid principal balance of off-balance sheet loans. The average unpaid principal balance of off-balance sheet loans increased from $5.1 billion and

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$4.7 billion during the three and nine months ended March 31, 2024, respectively, to $7.1 billion and $6.3 billion, respectively, during the same period in 2025, an increase of 40% and 32%, respectively.

Loss on loan purchase commitment

We purchase certain loans from our originating bank partners that are processed through our platform and put back to us by our originating bank partners. Under the terms of the agreements with our originating bank partners, we are generally required to pay the principal amount plus accrued interest for such loans and fees. In certain instances, our originating bank partners may originate loans with zero or below market interest rates that we are required to purchase. In these instances, we may be required to purchase the loan for a price in excess of the fair market value of such loans, which results in a loss. These losses are recognized as loss on loan purchase commitment in our interim condensed consolidated statements of operations and comprehensive income (loss). These costs are incurred on a per loan basis.

Loss on loan purchase commitment increased by $13.1 million, or 30%, and $49.2 million, or 37%, for the three and nine months ended March 31, 2025, respectively, compared to the same periods in 2024, primarily due to an increase in total volume of loans purchased. During the three and nine months ended March 31, 2025, we purchased $7.1 billion and $21.6 billion, respectively, of loans from our originating bank partners, compared to $5.1 billion and $15.6 billion, respectively, in the same period in 2024, representing an increase of 38% for both periods, respectively. Of the total loans purchased during the three and nine months ended March 31, 2025, $337.1 million and $1.1 billion represented 0% APR installment loans, respectively, an increase of 46% and 57%, compared to the same periods in 2024.

Provision for credit losses

Provision for credit losses generally represents the amount of expense required to maintain the allowance for credit losses on our interim condensed consolidated balance sheet, which represents management’s estimate of future losses. In the event that our loans outperform expectation and/or we reduce our expectation of credit losses in future periods, we may release reserves and thereby reduce the allowance for credit losses, yielding income in the provision for credit losses. The provision is determined based on our estimate of expected future losses on loans originated during the period and held for investment on our balance sheet, changes in our estimate of future losses on loans outstanding as of the end of the period and the net charge-offs incurred in the period.

Provision for credit losses increased by $24.8 million, or 20%, and $117.0 million, or 34%, for the three and nine months ended March 31, 2025, respectively, compared to the same periods in 2024, primarily driven by growth in the volume of loans held for investment. For the three and nine months ended March 31, 2025 and March 31, 2024, the average balance of loans held for investment was $6.7 billion, an increase of $1.4 billion, or 25%, and $6.4 billion, an increase of $1.4 billion, or 29%, respectively, as compared to the same periods in 2024. The allowance for credit losses as a percentage of loans held for investment was 5.7% as of March 31, 2025, 5.5% as of June 30, 2024, and 5.3% as of March 31, 2024. The increase in the allowance rate from March 31, 2024 is primarily driven by adjustments in our credit criteria in light of increasing interest income generated by our loans and changes in the loan mix.

Funding costs

Funding costs consist of interest expense and the amortization of fees for certain borrowings collateralized by our loans including warehouse credit facilities and consolidated securitizations, sale and repurchase agreements collateralized by our retained securitization interests, and other costs incurred in connection with funding the purchases and originations of loans. Funding costs for a given period are driven by the average outstanding balance of funding debt and notes issued by securitization trusts as well as our contractual interest rate and distribution of loans across funding facilities, net of the impact of any designated cash flow hedges.

Funding costs increased by $17.2 million, or 19%, and $70.5 million, or 28%, for the three and nine months ended March 31, 2025, respectively, compared to the same periods in 2024. The increase is primarily due to an increase of funding debt and notes issued by securitization trusts during the three and nine months ended March 31, 2025. The average total of funding debt from warehouses and securitizations for the three and nine months ended

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March 31, 2025 was $6.1 billion and $5.7 billion, respectively, compared to $4.8 billion and $4.4 billion, respectively, during the same period in 2024, an increase of $1.3 billion, or 28%, and $1.4 billion, or 31%, respectively. The increase was also attributable to a larger volume of on-balance sheet loans being retained during the period. The average on-balance sheet loan balance was $6.7 billion and $6.4 billion for the three and nine months ended March 31, 2025, respectively, an increase of 25% and 29% compared to $5.4 billion and $4.9 billion during the same period in 2024, respectively.

Processing and servicing

Processing and servicing expense consists primarily of payment processing fees, third-party customer support and collection expense, salaries and personnel-related costs of our customer care team, platform fees, and allocated overhead.

Processing and servicing expense increased by $30.2 million, or 34%, and $75.4 million, or 30%, for the three and nine months ended March 31, 2025, respectively, compared to the same periods in 2024. This increase is driven primarily by an increase in payment processing fees of $16.9 million, or 32%, and $49.3 million, or 35%, related to increased payment volume for the three and nine months ended March 31, 2025, respectively. During the three and nine months ended March 31, 2025, our platform fees increased by $5.2 million, or 28%, and $20.1 million, or 35%, respectively, due to an increase in volume with a large enterprise partner. Additionally, our customer service and collection costs increased by $5.4 million, or 44%, and $13.0 million, or 36%, for the three and nine months ended March 31, 2025, respectively, compared to the same periods in 2024. This is driven by growth in our overall loan portfolio, including both loans held for investment and loans serviced for third parties, due to the increase in the number of consumer transactions. The number of consumer transactions increased by 46% during the three and nine months ended March 31, 2025, from continued growth at our merchants and platform partners.

Technology and data analytics

Technology and data analytics expense consists primarily of the salaries, stock-based compensation, and personnel-related costs of our engineering, product, and credit and analytics employees, as well as the amortization of internally-developed software and technology intangible assets, and our infrastructure and hosting costs.

Technology and data analytics expense increased by $27.8 million, or 22%, and $57.5 million, or 15%, for the three and nine months ended March 31, 2025, respectively, compared to the same periods in 2024. The increase is primarily driven by amortization of internally-developed software which increased by $14.9 million, or 35%, and $43.9 million, or 39%, for the three and nine months ended March 31, 2025, respectively, compared to the same periods in 2024, as a result of an increase in the number of capitalized projects. Capitalized projects in service grew by 88% from approximately 760 projects as of March 31, 2024 to 1,430 projects as of March 31, 2025. Data infrastructure and hosting costs increased by $7.4 million, or 36%, and $14.2 million, or 22%, for the three and nine months ended March 31, 2025, respectively, compared to the same periods in 2024. The increase in data infrastructure and hosting costs was primarily driven by an increase in the number of consumer transactions. During the three and nine months ended March 31, 2025, the number of consumer transactions increased by 46% from continued growth at our merchants and platform partners. Stock-based compensation and payroll and personnel-related costs increased by $3.9 million, or 8%, for the three months ended March 31, 2025, compared to the same period in 2024, primarily due to an increase in headcount. For the nine months ended March 31, 2025, the increases were partially offset by a decrease of $4.2 million, or 2%, in stock-based compensation and payroll and personnel-related costs, compared to the same period in 2024, primarily due to higher capitalized compensation costs related to internally-developed software.

Sales and marketing

Sales and marketing costs consist of the expense related to warrants and other share-based payments granted to our enterprise partners, salaries and personnel-related costs, costs of marketing and promotional activities.

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Sales and marketing expense decreased by $58.9 million, or 44%, and $85.8 million, or 19% during the three and nine months ended March 31, 2025, respectively, compared to the same periods in 2024. The decrease was primarily driven by a $59.9 million, or 62%, and $76.5 million, or 25%, decrease in Amazon warrant expense during the three and nine months ended March 31, 2025, respectively, compared to the same periods in 2024, primarily due to a portion of the warrants becoming fully vested as of December 2024. Additionally, amortization expense related to the Amazon commercial agreement decreased by $1.8 million, or 26%, and $12.2 million, or 44%, during the three and nine months ended March 31, 2025, respectively, compared to the same periods in 2024, primarily due to the renewal of the commercial partnership agreement in February 2024, which extended the amortization period of the commercial agreement asset,

General and administrative

General and administrative expenses consist primarily of expenses related to our finance, legal, risk operations, human resources, and administrative personnel. General and administrative expenses also include costs related to fees paid for professional services, including legal, tax and accounting services, allocated overhead, and certain discretionary expenses incurred from operating our technology platform.

General and administrative expense increased by $5.6 million, or 4%, and $10.4 million, or 3%, during the three and nine months ended March 31, 2025, respectively, compared to the same periods in 2024. The increase is primarily due to increases in payroll and personnel costs, employee benefit expenses, professional services, related to consulting and legal fees, as well as, software and subscriptions.

Other income, net

Other income, net includes interest earned on our money market funds included in cash and cash equivalents and restricted cash, interest earned on securities available for sale, impairment or other adjustments to the cost basis of non-marketable equity securities held as cost, gains and losses on derivative agreements not designated within a hedging relationship, amortization of convertible debt issuance cost as well as gains (losses) on extinguishment, revolving credit facility issuance costs, fair value adjustments related to contingent liabilities, and other income or expense arising from activities that are unrelated to our primary business.

Other income, net, decreased by $14.0 million, or 50%, during the three months ended March 31, 2025, compared to the same period in 2024. The decrease for the three months ended March 31, 2025, was primarily driven by a $6.8 million, or 146%, adjustment to the fair value of our derivative instruments not designated as hedges. We recognized a gain of $5.4 million on the early extinguishment of convertible debt during the three months ended March 31, 2024, compared to no activity during the three months ended March 31, 2025. Additionally, during the three months ended March 31, 2025, interest income on our marketable securities decreased by $5.0 million, or 22%, compared to the same period in 2024.

Other income, net, increased by $64.2 million, or 90%, during the nine months ended March 31, 2025, compared to the same period in 2024. The increase for the nine months ended March 31, 2025, was primarily driven by a $77.1 million gain on the early extinguishment of convertible debt compared to gain of $5.4 million during the nine months ended March 31, 2024. The increase, is partially offset by a decrease of $6.3 million, or 216%, adjustment to the fair value of our derivative instruments not designated as hedges. Additionally, the increase is partially offset by a decrease of $7.1 million, or 67%, in other non-operating income related to the wind-down of the Returnly business and our partnership with a third-party return provider during the nine months ended March 31, 2024.

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Liquidity and Capital Resources

Sources and Uses of Funds

We maintain a capital-efficient model through a diverse set of funding sources. When we originate a loan directly or purchase a loan originated by our originating bank partners, we often utilize warehouse credit facilities with certain lenders to finance our lending activities or loan purchases. We sell the loans we originate or purchase from our originating bank partners to whole loan buyers and securitization investors through forward flow arrangements and securitization transactions, and earn servicing fees from continuing to act as the servicer on the loans. We proactively manage the allocation of loans on our platform across various funding channels based on several factors including, but not limited to, internal risk limits and policies, capital market conditions and channel economics. Our excess funding capacity and committed and long-term relationships with a diverse group of existing funding partners help provide flexibility as we optimize our funding to support the growth in loan volume.

Our principal sources of liquidity are cash and cash equivalents, available for sale securities, available capacity from warehouse and revolving credit facilities, securitization trusts, forward flow loan sale arrangements, and certain cash flows from our operations. As of March 31, 2025, we had $2.1 billion in cash and cash equivalents and available for sale securities, $4.4 billion in available funding debt capacity, excluding our purchase commitments from third party loan buyers, and $330.0 million in borrowing capacity available under our revolving credit facility. We believe our principal sources of liquidity are sufficient to meet both our existing operating, working capital, and capital expenditure requirements and our currently planned growth for at least the next 12 months.

The following table summarizes our cash, cash equivalents and investments in debt securities (in thousands):


	March 31, 2025		June 30, 2024
Cash and cash equivalents (1)	$	1,351,148	$	1,013,106
Investments in short-term debt securities (2)	537,159		865,766
Investments in long-term debt securities (2)	243,011		265,862
Cash, cash equivalent and investments in debt securities	$	2,131,318	$	2,144,734

(1)Cash and cash equivalents consist of checking, money market and savings accounts held at financial institutions and short-term highly liquid marketable securities, including money market funds, commercial paper, government bonds, and other corporate securities purchased with an original maturity of three months or less.

(2)Securities available for sale at fair value primarily consist of certificates of deposits, corporate bonds, municipal bonds, commercial paper, agency bonds, and government bonds. Short-term securities have maturities less than or equal to one year, and long-term securities range from greater than one year to less than five years.

Debt

Debt as of March 31, 2025 primarily includes funding debt, notes issued by securitization trust, convertible senior notes and our revolving credit facilities. A detailed description of each of our borrowing arrangements is included in Note 8. Debt in the notes to the interim condensed consolidated financial statements.

The following table summarizes the future maturities of our warehouse credit facilities and notes issued by securitizations trusts as of March 31, 2025:

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Maturity Fiscal Year	Borrowing Capacity		Principal Outstanding
	(in thousands)
2025	$	—	$	—
2026	1,900,000		674,875
2027	150,000		82,764
2028	783,203		555,996
2029	2,363,306		2,403,923
Thereafter	5,191,602		2,309,237
Total	$	10,388,111	$	6,026,795

Warehouse Credit Facilities

Our warehouse credit facilities allow us to borrow up to an aggregate of $4.6 billion, mature between 2026 and 2032 and subject to covenant compliance, generally permit borrowings up to 4 - 12 months prior to the final maturity date. As of March 31, 2025, we have drawn an aggregate of $1.5 billion on our warehouse credit facilities. As of March 31, 2025, we were in compliance with all applicable covenants in the agreements.

We use various credit facilities to finance the origination of loan receivables in Canada. Similar to our U.S. warehouse credit facilities, borrowings under these agreements are referred to as funding debt, and proceeds from the borrowings may only be used for the purposes of facilitating loan funding and origination. These facilities are secured by Canadian loan receivables pledged to the respective facility as collateral, maturing between 2028 and 2030. As of March 31, 2025, the aggregate commitment amount of these facilities was $588.1 million on a revolving basis, of which $364.1 million was drawn.

As we continue to expand in new geographies, we intend to add the necessary funding capacity to support our growth objectives.

Variable Funding Note

We have entered into a syndicated revolving loan agreement through a securitization master trust which is utilized to fund the purchase and origination of loans. In connection with the loan agreement, the master trust issued a variable funding note (“VFN”), where borrowings will be secured by loan collateral sold to the master trust. Our VFN allows us to borrow up to an aggregate of $1.2 billion and matures in 2032. As of March 31, 2025, we have drawn an aggregate of $0.1 billion on our VFN and have an aggregate of $1.1 billion available. As of March 31, 2025, we were in compliance with all applicable covenants in the agreements.

Sale and Repurchase Agreements

We entered into various sale and repurchase agreements pursuant to our retained interests in our off-balance sheet securitizations where we have sold these securities to a counterparty with an obligation to repurchase at a future date and price. These repurchase agreements have a term equaling the contractual life of the securitization notes pledged. We had $44.2 million in debt outstanding under our sale and repurchase agreements disclosed within funding debt in the interim condensed consolidated balance sheets as of March 31, 2025.

Securitizations

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general credit of Affirm and the liabilities of the VIEs can only be settled by the respective VIEs’ assets. Additionally, the assets of the VIEs can be used only to settle obligations of the VIEs. Refer to Note 9. Securitization and Variable Interest Entities in the notes to the interim condensed consolidated financial statements for further details.

Revolving Credit Facility

On December 16, 2024, we entered into an amendment to our revolving credit facility in order to permit the incurrence of indebtedness pursuant to the 2029 Senior Convertible Notes. Our revolving credit facility, has an aggregate commitment amount of $330.0 million, with a final maturity date of June 26, 2027. As of March 31, 2025, there are no borrowings outstanding under the facility. The facility contains certain covenants and restrictions, including certain financial maintenance covenants. As of March 31, 2025, we were in compliance with all applicable covenants in the agreements. Refer to Note 8. Debt in the notes to the interim condensed consolidated financial statements for further details on our revolving credit facility.

Convertible Senior Notes

Our convertible senior notes have an aggregate principal balance of $1.2 billion, and bear no interest, in the case of the 2026 Notes, and 0.75% per year, in the case of the 2029 Notes, which is payable semiannually. The 2026 Notes mature on November 15, 2026, and the 2029 Notes mature on December 15, 2029, in each case unless earlier converted, redeemed, or repurchased in accordance with their terms. Refer to Note 8. Debt in the notes to the interim condensed consolidated financial statements for further details.

Other Funding Sources

Forward Flow Loan Sale Arrangements

We have forward flow loan sale arrangements that facilitate the sale of whole loans across a diverse third-party investor base. Forward flow arrangements are generally fixed term in nature, with term lengths ranging between one to three years, during which we periodically sell loans to each counterparty based on the terms of our negotiated agreement.

Cash Flow Analysis

The following table provides a summary of cash flow data during the periods indicated:


	Nine Months Ended March 31,
	2025	2024
	(in thousands)
Net cash provided by operating activities	719,272	381,375
Net cash used in investing activities	(628,550)	(787,516)
Net cash provided by financing activities	364,166	767,180

Cash Flows from Operating Activities

Our largest sources of operating cash are fees charged to merchant partners on transactions processed through our platform and interest income from consumers’ loans. Our primary uses of cash from operating activities are for general and administrative, technology and data analytics, funding costs, processing and servicing, and sales and marketing expenses.

Net cash provided by operating activities was $719.3 million for the nine months ended March 31, 2025. Net loss of $17.1 million was adjusted for the add back of non-cash items and other adjustments increasing operating cash flows by $632.2 million, and changing operating assets net of operating liabilities resulting in a net increase in operating cash flows of $104.2 million. The non-cash item adjustments are primarily attributable to

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$460.1 million provision for credit losses, $230.1 million commercial agreement warrant expense, $255.9 million stock-based compensation expense, and $161.1 million depreciation and amortization expense, which were partially offset by $264.7 million gain on sale of loans, and $171.8 million amortization of premiums and discounts on loans. The net increase in cash from changes in operating assets and liabilities was primarily driven by an increase in accounts receivable of $123.9 million, and a $17.4 million increase in payable to third-party loan owners, partially offset by a decrease in other assets of $18.0 million and a decrease in accrued expenses and other liabilities of $18.8 million.

Net cash provided by operating activities was $381.4 million for the nine months ended March 31, 2024. Net loss of $472.6 million was adjusted for the add back of net non-cash items and other adjustments increasing operating cash flows by $826.8 million, and changing operating assets net of operating liabilities resulting in an increase in operating cash flows of $27.2 million. The net changes in cash from changes in operating assets and liabilities was primarily driven by an increase in cash proceeds generated from the sale of loans held for sale of $3.2 billion, which was offset by cash used for purchases and origination of loans held for sale of $3.1 billion, an increase to other assets of $58.2 million, an increase in accounts payable of $6.6 million, partially offset by a decrease in accounts receivable of $105.8 million, and a $44.0 million increase in payable to third-party loan owners.

Cash Flows from Investing Activities

Net cash used in investing activities was $628.6 million for the nine months ended March 31, 2025, which consisted of outflows related to $22.7 billion of purchases and origination of loans held for investment, including originated and purchased loans of $4.4 billion and $18.3 billion, respectively, during the period, $553.6 million of purchases of securities available for sale, and $141.1 million of property, equipment and software additions. Inflows related to $13.6 billion of principal repayments of loans, $8.1 billion of proceeds from sale of loans held for investment, and $984.4 million of proceeds from maturities of securities available for sale.

Net cash used in investing activities was $787.5 million for the nine months ended March 31, 2024, which consisted of outflows related to $15.6 billion of purchases and origination of loans held for investment, including originated and purchased loans of $3.2 billion and $12.4 billion, respectively, during the period, $461.2 million of purchases of securities available for sale, and $121.0 million of property, equipment and software additions. Inflows related to $10.3 billion of principal repayments of loans, $4.2 billion of proceeds from sale of loans held for investment, and $891.9 million of proceeds from maturities of securities available for sale.

Cash Flows from Financing Activities

Net cash provided by financing activities was $364.2 million for the nine months ended March 31, 2025, and primarily consisted of net cash inflows of $850.0 million from the new issuance and repayment of notes and residual trust certificates issued by securitization trusts, $920.0 million from proceeds, net of debt issuance costs, related to the issuance of the 2029 Notes, and $48.7 million related to borrowing and repayment of funding debt. This was partially offset by net cash outflows of $1.0 billion related to the extinguishment and repurchase of a portion of our 2026 Notes, $250.0 million related to repurchase of common stock shares in connection with the issuance of the 2029 Notes, and net cash outflows of $241.6 million related to taxes paid on vested RSUs.

Net cash provided by financing activities was $767.2 million for the nine months ended March 31, 2024, and primarily consisted of net cash inflows of $1.1 billion from the new issuance and repayment of notes and residual trust certificates issued by securitization trusts. This was partially offset by net cash outflows of $158.9 million related to borrowing and repayment of funding debt.

Contractual Obligations

There were no material changes outside of the ordinary course of business in our commitments and contractual obligations for the three and nine months ended March 31, 2025 from the commitments and contractual obligations disclosed in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Contractual Obligations,” set forth in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024, which was filed with the SEC on August 28, 2024.

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Off-Balance Sheet Arrangements

In the ordinary course of business, we engage in activities that are not reflected on our interim condensed consolidated balance sheets, generally referred to as off-balance sheet arrangements. These activities involve transactions with unconsolidated VIEs, including our sponsored securitization transactions, which we contractually service.

For off-balance sheet loan sales where servicing is the only form of continuing involvement, we could experience a loss if we were required to repurchase a loan due to a breach in representations and warranties associated with our loan sale or servicing contracts.

For unconsolidated securitization transactions where Affirm is the sponsor and risk retention holder, Affirm could experience a loss of up to 5% of both the senior notes and residual trust certificates. In the unlikely event principal payments on the loans backing any off-balance sheet securitization are insufficient to pay holders of senior notes and residual trust certificates, including any retained interests held by Affirm, then any amounts we contributed to the securitization reserve accounts may be depleted. Refer to Note 9. Securitization and Variable Interest Entities in the notes to the interim condensed consolidated financial statements for further details.

As of March 31, 2025, the aggregate outstanding balance of loans held by third-party investors and off-balance sheet securitizations was $6.8 billion.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP and requires us to make certain estimates and judgments that affect the amounts reported in our consolidated financial statements. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Because certain of these accounting policies require significant judgment, our actual results may differ materially from our estimates. To the extent that there are differences between our estimates and actual results, our future consolidated financial statement presentation, financial condition, results of operations, and cash flows may be affected. We evaluate our critical accounting policies and estimates on an ongoing basis and update them as necessary based on changes in market conditions or factors specific to us. There have been no material changes in our significant accounting policies or critical accounting estimates during the three and nine months ended March 31, 2025.

For a complete discussion of our significant accounting policies and critical accounting estimates, refer to our Annual Report on Form 10-K for the year ended June 30, 2024 within Note 2 to the Notes to Consolidated Financial Statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations— Critical Accounting Policies and Estimates.”

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have operations within the United States, Canada and the United Kingdom, and we are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and interest rates. Our market risk exposure is primarily the result of fluctuations in interest rates. Foreign currency exchange rates do not pose a material market risk exposure, as our current operations are primarily in the U.S.

Interest Rate Risk

As of March 31, 2025, we held $780.2 million of marketable debt securities with maturities greater than three months. An increase in interest rates would have an adverse impact on the fair market value of our fixed rate securities while floating rate securities would produce less income than expected if interest rates were to decrease. Because our investment policy is to invest in conservative, liquid investments and because our business strategy does not rely on generating material returns from our investment portfolio, we do not expect our market risk exposure on marketable debt securities to be significant.

Continued volatility in interest rates and inflation, which may persist longer than previously expected, may adversely impact our consumers’ spending levels, and ability and willingness to pay outstanding amounts owed to us. Higher interest rates may lead to higher payment obligations on our future credit products but also for consumers’ other financial commitments, including their mortgages, credit cards, and other types of loans. Therefore, higher interest rates may lead to increased delinquencies, charge-offs, and allowances for loans and interest receivable, which could have an adverse effect on our operating results.

We rely on a variety of funding sources with varying degrees of interest rate sensitivities. Certain of our funding arrangements bear a variable interest rate, including borrowings from our warehouse facilities and our securitization variable funding note. Given the fixed interest rates charged on the loans that we purchase from our originating bank partners or originate ourselves, a rising variable interest rate would reduce our interest margin earned in these funding arrangements. Additionally, certain of our loan sale agreements are repriced on a recurring basis using a mechanism tied to interest rates as well as loan performance. Increases in interest rates could reduce our loan sale economics. We also rely on securitization transactions, which issue asset-backed securities typically bearing a fixed coupon. For future securitization issuances, higher interest rates could have several outcomes. For consolidated securitizations, higher interest rates may result in higher coupons paid and therefore higher funding costs. For transactions that are not consolidated, higher interest rates may impact overall deal economics which are a function of numerous transaction terms.

We maintain an interest rate risk management program which measures and manages the potential volatility of earnings that may arise from changes in interest rates. We use interest rate derivatives to mitigate the effects of changes in interest rates on our variable rate debt which eliminates some, but not all, of the interest rate risk. Some of these contracts are designated as cash flow hedges for accounting purposes. For those contracts designated as cash flow hedges, the effective portion of the gain or loss on the derivatives is recorded in other comprehensive loss and is reclassified into funding costs in the same period the hedged transaction affects earnings. Factoring in the interest rate risk management program and the repricing of investment securities, as of March 31, 2025, we estimate that a hypothetical instantaneous 100 basis point upward parallel shock to interest rates would have a less than $60.0 million adverse impact on our cash flows associated with our market risk sensitive instruments over the next 12 months. This measure projects the changes in cash flows associated with all assets and liabilities, including derivatives, based on contractual market rate-based repricing conditions over a twelve-month time horizon. It considers forecasted business growth and anticipated future funding mix.

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Credit Risk

We have credit risk primarily related to our consumer loans held for investment. We are exposed to default risk on both loan receivables purchased from our originating bank partners and loan receivables that are directly originated. The ultimate collectability of a substantial portion of the loan portfolio is susceptible to changes in economic and market conditions. To manage this risk, we utilize our proprietary underwriting models to make lending decisions, score, and price loans in a manner that we believe is reflective of the credit risk. Other credit levers, such as user limits and/or down payment requirements, are used to determine the likelihood of a consumer being able to pay.

To monitor portfolio performance, we utilize a wide range of internal and external metrics to review user and loan populations. Each week, management reviews performance for each consumer segment, typically split by ITACs model score, financial product originated, age of loan, and delinquency status. Internal performance trendlines are measured against external factors such as unemployment, CPI, and consumer sentiment to determine what changes, if any, in risk strategy is warranted.

As of March 31, 2025 and June 30, 2024, we were exposed to credit risk on $6.6 billion and $5.7 billion, respectively, of loans held on our interim condensed consolidated balance sheet. Loan receivables are diversified geographically. As of March 31, 2025 and June 30, 2024, approximately 11% of loan receivables related to customers residing in the state of California. Approximately 10% of loan receivables related to customers residing in the state of Texas as of March 31, 2025 but did not exceed 10% as of June 30, 2024. No other states or provinces exceeded 10%.

In addition, we have credit risk exposure in relation to certain off-balance sheet loans sold to third parties where we have entered into risk sharing arrangements and through our retained interests in unconsolidated securitization trusts. As of March 31, 2025 and June 30, 2024, we have sold $7.8 billion and $4.2 billion, respectively, of unpaid principal balance of loans which are subject to risk sharing arrangements, of which our maximum exposure to losses was $94.3 million and $81.2 million, respectively. This amount includes our maximum potential loss with respect to risk sharing liabilities of $33.1 million and the fair value of risk sharing assets of $61.2 million, as of March 31, 2025. The fair value of notes receivable and residual trust certificate retained interests in unconsolidated securitization trusts was $50.9 million and $23.8 million as of March 31, 2025 and March 31, 2024, respectively.

We are also exposed to credit risk in the event of nonperformance by the financial institutions holding our cash and the issuers of our cash equivalents and available for sale securities. We maintain our cash deposits and cash equivalents in highly-rated, federally-insured financial institutions in excess of federally insured limits. We manage this risk by conducting business with well-established financial institutions, diversifying our counterparties and having guidelines regarding credit rating and investment maturities to safeguard liquidity. Although, we are not substantially dependent on a single financing source and have not historically experienced any credit losses related to these financial institutions, if multiple financing sources were to be unable to fulfill their funding obligations to us, it could have a material adverse effect on our financial condition, results of operations and cash flows.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our CEO and CFO concluded that such disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q and designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the requisite time periods specified in the applicable rules and forms and is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitation on the Effectiveness of Internal Control

The effectiveness of any system of internal control over financial reporting is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, any system of internal control over financial reporting, no matter how well designed and operated, can only provide reasonable, not absolute assurance that its objectives will be met. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but such improvements will be subject to the same inherent limitations outlined in this section.

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Part II - Other Information

Item 1. Legal Proceedings

Please refer to Note 7. Commitments and Contingencies of the accompanying notes to our interim condensed consolidated financial statements.

From time to time, we may be subject to other legal proceedings and claims in the ordinary course of business. We are not presently a party to any such other legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, results of operations, financial condition, or cash flows. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

Item 1A. Risk Factors

The risks described under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 could materially and adversely affect our business, financial condition, results of operations, cash flows, future prospects, and the trading price of our Class A common stock. The risks and uncertainties described therein are not the only ones we face. Additional risks and uncertainties that we are unaware of or that we currently deem immaterial may also become important factors that adversely affect our business.

You should carefully read and consider such risks, together with all of the other information in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024, in this Quarterly Report on Form 10-Q (including the disclosures in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in our interim condensed consolidated financial statements and related notes), and in the other documents that we file with the SEC.

Except as may be reflected in the updated risk factors included below, there have been no material changes from the risk factors previously disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024.

Risks Related to Our Indebtedness

Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt.

Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, including our 0% convertible senior notes due 2026 (the “2026 Notes”) and our 0.75% convertible senior notes due 2029 (the “2029 Notes”), depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not continue to generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.

We may not have the ability to raise the funds necessary to settle conversions of the 2026 Notes and/or the 2029 Notes, to repay the 2026 Notes and/or the 2029 Notes at maturity or to repurchase the 2026 Notes and/or the 2029 Notes upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the 2026 Notes and/or the 2029 Notes.

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Holders will have the right to require us to repurchase their 2026 Notes or 2029 Notes, as applicable, upon the occurrence of a fundamental change at a fundamental change repurchase price equal to 100% of the principal amount of the 2026 Notes or the 2029 Notes, as applicable, to be repurchased, plus accrued and unpaid special interest in the case of the 2026 Notes, or accrued and unpaid interest in the case of the 2029 Notes, in each case, if any. In addition, upon conversion of the 2026 Notes or the 2029 Notes, as applicable, we will be required to make cash payments for each $1,000 in principal amount of 2026 Notes or 2029 Notes, as applicable, converted of at least the lesser of $1,000 and the sum of the daily conversion values as described in the indenture governing the 2026 Notes or the indenture governing the 2029 Notes, as applicable. However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of notes surrendered therefore or pay cash with respect to the 2026 Notes or the 2029 Notes, as applicable, being converted. In addition, our ability to repurchase the 2026 Notes or the 2029 Notes, as applicable, or to pay cash upon conversions of the 2026 Notes or the 2029 Notes, as applicable, may be limited by law, by regulatory authority or by agreements governing our future indebtedness. Our failure to repurchase 2026 Notes or the 2029 Notes, as applicable, at a time when the repurchase is required or to pay any cash payable on future conversions of the 2026 Notes or the 2029 Notes, as applicable, would constitute a default under the indenture governing the 2026 Notes or the indenture governing the 2029 Notes, as applicable. A default under the indenture governing the 2026 Notes or the indenture governing the 2029 Notes, as applicable, or the fundamental change itself could also lead to a default under agreements governing our future indebtedness. If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the 2026 Notes or the 2029 Notes, as applicable, or make cash payments upon conversions thereof.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

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Item 5. Other Information

During the three months ended March 31, 2025, the following directors and officers of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, as follows:

On February 14, 2025, Michael Linford, our Chief Operating Officer, adopted a Rule 10b5-1 trading arrangement providing for the sale of the Company's Class A common stock (a “Rule 10b5-1 Trading Plan”) that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c). Mr. Linford’s Rule 10b5-1 Trading Plan provides for the exercise of up to 200,000 employee stock options and the sale of the underlying shares of our Class A common stock pursuant to one or more limit orders on or after May 16, 2025 until November 15, 2025, or earlier if all transactions under the trading arrangement are completed.

On March 17, 2025, Max Levchin, our Chief Executive Officer, adopted a Rule 10b5-1 Trading Plan. Mr. Levchin’s Rule 10b5-1 Trading Plan provides for the exercise of up to 4,000,000 employee stock options and the sale of the underlying shares of our Class A common stock pursuant to one or more limit orders on or after June 20, 2025 until June 18, 2026, or earlier if all transactions under the trading arrangement are completed.

No other directors or officers, as defined in Rule 16a-1(f), adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the three months ended March 31, 2025.

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Item 6. Exhibits

Incorporated by Reference

Exhibit Number

Description

Form

File No.

Exhibit

Filing Date

Filed Herewith

4.1

Second Replacement Warrant to Purchase Class A Common Stock of Affirm Holdings, Inc., by and between Affirm Holdings, Inc. and Amazon.com Services LLC, dated as of February 1 4 , 2025*

10.1

Global Customer Installment Program Agreement, dated February 14, 2025, by and between Shopify Inc. and Affirm, Inc.*

10.2+

Cash Incentive Plan

10.3+

Officer Severance Plan

31.1

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Denotes management contract or compensatory plan or arrangement.

Portions of the exhibit have been omitted as the Company has determined that: (i) the omitted information is not material; and (ii) the Company customarily and actually treats the omitted information as private or confidential.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized,


	AFFIRM HOLDINGS, INC.

Date: May 8, 2025	By:	/s/ Max Levchin
		Max Levchin
		Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Rob O’Hare
		Rob O’Hare
		Chief Financial Officer
		(Principal Financial Officer)