Affirm Holdings, Inc.
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 6, 2025
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13. Stockholders Equity
- Stockholders’ Equity
Common Stock
We had shares of common stock reserved for issuance as follows:
| September 30, 2025 | June 30, 2025 | |
|---|---|---|
| Available outstanding under equity compensation plans | 38,330,379 | 39,122,013 |
| Available for future grant under equity compensation plans | 65,963,471 | 53,851,610 |
| Total | 104,293,850 | 92,973,623 |
The common stock is not redeemable. We havetwo classes of common stock: Class A common stock and Class B common stock. Each holder of Class A common stock has the right toone 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 intoone 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.
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 September 30, 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 months ended September 30, 2025 and 2024, a total of $46.2 million and $112.5 million, respectively, was recognized within sales and marketing expense, which included $5.2 million for both periods in amortization expense of the commercial agreement asset and $41.0 million and $107.3 million, respectively, in expense based upon the grant-date fair value of the warrant shares that vested.
The following table summarizes the warrants activity during the three months ended September 30, 2025:
| Number of Shares | Weighted Average Exercise Price ($) | Weighted Average Remaining Life (years) | |
|---|---|---|---|
| Warrants outstanding, June 30, 2025 | 18,500,000 | $81.08 | 3.90 |
| Granted | — | — | 0.00 |
| Exercised | — | — | 0.00 |
| Cancelled | — | — | 0.00 |
| Warrants outstanding, September 30, 2025 | 18,500,000 | $81.08 | 3.60 |
| Vested and exercisable, September 30, 2025 | 11,340,727 | $69.14 | 3.60 |
On September 30, 2025, the weighted-average grant date fair values for outstanding warrants and exercisable warrants were $86.76 and $93.65, respectively.
Share Repurchases
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 month periods ended September 30, 2025 and 2024.
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