{"url_path":"/sec/afrm/8-k/2026-06-25/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/1820953/0001628280-26-045491-index.html","accession_number":"0001628280-26-045491","cik":"0001820953","ticker":"AFRM","issuer_name":"Affirm Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1820953/0001628280-26-045491-index.html","primary_entity_key":"0001820953","primary_entity_name":"Affirm Holdings, Inc."},"word_count":520,"has_tables":true,"body_markdown":"Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nAppointment of Director\n\nOn June 24, 2026, the Board of Directors (the “Board”) of the Company increased the size of the Board from nine directors to ten directors and appointed Ryan Schneider to the Board as a Class III director, each effective July 1, 2026. In addition, Mr. Schneider was appointed as a member of the Audit Committee and Nominating and Governance Committee of the Board.\n\nMr. Schneider was the Chief Executive Officer for Anywhere Real Estate, a global leader in residential real estate franchising and brokerage, from 2018 to 2026. Prior to Anywhere Real Estate, he served as President, Card Business for Capital One Financial Corporation from 2007 to 2016, where he was responsible for U.S., U.K., and Canada credit card businesses, and also served as senior advisor from 2016 to 2017. Mr. Schneider previously served as a partner at McKinsey and Company with a focus on financial services clients. Mr. Schneider currently serves on the board of directors of Elevance Health, where he chairs the Audit Committee. He previously served on the board of directors of Anywhere Real Estate from 2017 to 2026 and Capital One Bank (USA) N.A. from 2008 to 2016.\n\nMr. Schneider was selected to serve on the Company’s Board due to his extensive executive leadership, his finance, marketing and consumer insights and technology experience, and his public company board of directors service.\n\nFor his service on the Company’s Board, Mr. Schneider will participate in the Company’s compensation program for non-employee directors, pursuant to which he will receive (i) a grant of restricted stock units (“RSUs”) with an aggregate value of $260,000, vesting annually over three years and subject to his continued service as a director, (ii) an annual grant of RSUs with an aggregate value of $260,000, vesting upon the earlier of (x) the date of the Company’s next annual meeting of its stockholders or (y) the first anniversary of the date of grant, and (iii) a $55,000 annual cash retainer (which he may elect to receive in RSUs rather than in cash). He is also entitled to a cash retainer in connection with his service on Board committees.\n\nIn connection with his appointment as a director, Mr. Schneider will enter into an indemnity agreement with the Company, a form of which was filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025 filed with the Securities and Exchange Commission on August 28, 2025. Other than the foregoing, there are no arrangements or understandings between Mr. Schneider or any other persons pursuant to which Mr. Schneider was selected as a director, and there are no other transactions involving Mr. Schneider requiring disclosure under Item 404(a) of Regulation S-K.\n\nCommittee Composition\n\nEffective July 1, 2026, the Board’s committees will be composed as follows:\n\nAudit CommitteeCompensation CommitteeNominating and Governance Committee\n\nNoel Watson (Chair)Jeremy Liew (Chair)Christa S. Quarles (Chair)\n\nBrian D. HughesRichard GalantiRichard Galanti\n\nManolo SánchezBrian D. HughesJeremy Liew\n\nRyan SchneiderChrista S. QuarlesRyan Schneider\n\nManolo Sánchez\n\n3"}