What changed in this filing

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Item 1. Financial Statements

2025-08-07 compared with 2025-05-08 · 301 added, 110 removed, 950 unchanged (30% of the section changed)

3 unchanged sentences

(Dollars in thousands)

Unrestricted cash and cash equivalents (including $ 164.3 million and $ 140.2 million associated with variable interest entities at March 31, 2025 and December 31, 2024, respectively)

Unrestricted cash and cash equivalents (including $ 156.1 million and $ 140.2 million associated with variable interest entities at June 30, 2025 and December 31, 2024, respectively)

$ 329,421 $ 375,416

Restricted cash and cash equivalents (including $ 86.9 million and $ 98.8 million associated with variable interest entities at March 31, 2025 and December 31, 2024, respectively)

Restricted cash and cash equivalents (including $ 121.5 million and $ 98.8 million associated with variable interest entities at June 30, 2025 and December 31, 2024, respectively)

153,814 124,220

Loans at fair value (including $ 2,622.4 million and $ 2,542.9 million associated with variable interest entities at March 31, 2025 and December 31, 2024, respectively)

Loans at fair value (including $ 2,945.3 million and $ 2,542.9 million associated with variable interest entities at June 30, 2025 and December 31, 2024, respectively)

3,004,724 2,630,274

Loans at amortized cost, net (including $ 4.8 million and $ 4.9 million of allowance for credit losses at March 31, 2025 and December 31, 2024, respectively;

and $ 20.1 million and $ 19.8 million of deferred revenue at March 31, 2025 and December 31, 2024, respectively)

Loans at amortized cost, net (including $ 4.9 million and $ 4.9 million of allowance for credit losses at June 30, 2025 and December 31, 2024, respectively;

and $ 19.7 million and $ 19.8 million of deferred revenue at June 30, 2025 and December 31, 2024, respectively)

82,011 84,332

10 unchanged sentences

23,981 24,188

Notes payable, net (including $ 2,137.6 million and $ 2,128.0 million associated with variable interest entities at March 31, 2025 and December 31, 2024, respectively)

Notes payable, net (including $ 2,431.0 million and $ 2,128.0 million associated with variable interest entities at June 30, 2025 and December 31, 2024, respectively)

2,466,059 2,199,448

7 unchanged sentences

Preferred stock, no par value, 10,000,000 shares authorized:

Series A preferred stock, 400,000 shares issued and outstanding (liquidation preference - $ 40.0 million) at March 31, 2025 and December 31, 2024 (Note 5) (1)

Series A preferred stock, 400,000 shares issued and outstanding (liquidation preference - $ 40.0 million) at June 30, 2025 and December 31, 2024 (Note 5) (1)

40,000 40,000

1 unchanged sentence

Shareholders' Equity

Series B preferred stock, no par value, 3,314,840 shares issued and outstanding at March 31, 2025 (liquidation preference - $ 82.9 million);

Series B preferred stock, no par value, 3,457,443 shares issued and outstanding at June 30, 2025 (liquidation preference - $ 86.4 million);

3,301,179 shares issued and outstanding at December 31, 2024 (liquidation preference - $ 82.5 million) (1)

Common stock, no par value, 150,000,000 shares authorized:

15,097,243 and 14,904,192 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

15,125,831 and 14,904,192 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

Paid-in capital

15 unchanged sentences

For the Three Months Ended

For the Six Months Ended

Revenue and other income:

8 unchanged sentences

Other non-operating income

343 382 636 914

Total revenue and other income

24 unchanged sentences

Net loss attributable to noncontrolling interests

283 153 681 504

Net income attributable to controlling interests

11 unchanged sentences

Condensed Consolidated Statements of Shareholders’ Equity and Temporary Equity (Unaudited)

For the Three Months Ended March 31, 2025 and March 31, 2024

For the Six Months Ended June 30, 2025 and June 30, 2024

(Dollars in thousands)

36 unchanged sentences

3,314,840 $ — 15,097,243 $ — $ 110,138 $ 422,574 $ ( 3,863 ) $ 528,849 $ 40,000 $ —

Series A preferred stock dividends ($ 1.50 dividend per share)

— — — — — ( 600 ) — ( 600 ) — —

Series B preferred stock dividends ($ 0.48 dividend per share)

— — — — — ( 1,622 ) — ( 1,622 ) — —

Stock option exercises and proceeds related thereto

— — 4,558 — 70 — — 70 — —

Compensatory stock issuances, net of forfeitures

— — 65,411 — — — — — — —

Issuance of common stock

— — — — 1 — — 1 — —

Issuance of series B preferred stock, net

142,603 — — — 3,157 — — 3,157 — —

Stock-based compensation costs

— — — — 948 — — 948 — —

Redemption and retirement of common shares

— — ( 41,381 ) — ( 1,915 ) — — ( 1,915 ) — —

Net income (loss)

— — — — — 30,573 ( 283 ) 30,290 — —

Balance at June 30, 2025

3,457,443 $ — 15,125,831 $ — $ 112,399 $ 450,925 $ ( 4,146 ) $ 559,178 $ 40,000 $ —

Series B Preferred Stock

33 unchanged sentences

3,300,704 $ — 14,792,159 $ — $ 88,883 $ 327,138 $ ( 2,754 ) $ 413,267 $ 40,000 $ 100,325

Accretion of discount associated with issuance of subsidiary equity

— — — — — ( 75 ) — ( 75 ) — 75

Series A preferred stock dividends ($ 1.50 dividend per share)

— — — — — ( 596 ) — ( 596 ) — —

Series B preferred stock dividends ($ 0.48 dividend per share)

— — — — — ( 1,573 ) — ( 1,573 ) — —

Class B preferred units dividends ($ 0.04 dividend per share)

— — — — — ( 4,064 ) — ( 4,064 ) — —

Stock option exercises and proceeds related thereto

— — 2,975 — 45 — — 45 — —

Compensatory stock issuances, net of forfeitures

— — 3,007 — — — — — — —

Stock-based compensation costs

— — — — 1,050 — — 1,050 — —

Redemption and retirement of common shares

— — ( 49,203 ) — ( 1,273 ) — — ( 1,273 ) — —

Net income (loss)

— — — — — 24,280 ( 153 ) 24,127 — —

Balance at June 30, 2024

3,300,704 $ — 14,748,938 $ — $ 88,705 $ 345,110 $ ( 2,907 ) $ 430,908 $ 40,000 $ 100,400

See accompanying notes.

2 unchanged sentences

(Dollars in thousands)

For the Three Months Ended March 31,

For the Six Months Ended June 30,

Operating activities

$ 61,412 $ 49,946

Adjustments to reconcile net income to net cash provided by operating activities:

2 unchanged sentences

Deferred income tax expense

19,418 13,543

Income from accretion of discount associated with Loans at amortized cost, net

( 13,409 ) ( 12,605 )

Income from merchant fees associated with Loans at fair value

( 96,123 ) ( 67,061 )

Changes in fair value of loans

395,122 345,422

Change in bank partner fees carried at fair value

3 unchanged sentences

Decrease in lease liability

( 1,530 ) ( 1,499 )

Increase in uncollected fees on earning assets

( 144,630 ) ( 110,557 )

Increase in income tax liability

Increase (decrease) in accounts payable and accrued expenses

( 659 ) ( 2,241 )

Increase in accounts payable and accrued expenses

( 13,722 ) ( 3,978 )

Net cash provided by operating activities

264,260 234,439

Investing activities

Proceeds from recoveries on charged off receivables

32,221 23,449

Investments in earning assets

( 1,549,730 ) ( 1,238,058 )

Proceeds from earning assets

1,001,912 949,988

Purchases and development of property

( 4,822 ) ( 131 )

Net cash used in investing activities

( 520,419 ) ( 264,752 )

Financing activities

4 unchanged sentences

Preferred stock and preferred unit dividends

( 7,831 ) ( 12,500 )

Proceeds from exercise of stock options

Purchase and retirement of outstanding stock and preferred units

( 53,161 ) ( 1,816 )

Proceeds from issuance of Senior notes, net of issuance costs

25,282 54,559

Proceeds from borrowings

894,686 423,898

Repayment of borrowings

Net cash (used in) provided by financing activities

( 634,760 ) ( 411,289 )

Net cash provided by financing activities

239,758 53,823

Net (decrease) increase in cash and cash equivalents and restricted cash and cash equivalents

( 16,401 ) 23,510

Cash and cash equivalents and restricted cash equivalents at beginning of period

499,636 383,653

Cash and cash equivalents and restricted cash equivalents at end of period

$ 483,235 $ 407,163

Cash and cash equivalents, and restricted cash and cash equivalents at end of period

Unrestricted cash and cash equivalents

$ 329,421 $ 350,907

Restricted cash and cash equivalents

153,814 56,256

Cash and cash equivalents, and restricted cash and cash equivalents at end of period

$ 483,235 $ 407,163

Supplemental cash flow information

Cash paid for interest

$ 90,300 $ 65,181

Cash paid for income taxes, net of refunds

1 unchanged sentence

Decrease in accrued and unpaid preferred stock and preferred unit dividends

$ ( 2,035 ) $ ( 50 )

See accompanying notes.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

March 31, 2025 and 2024

June 30, 2025 and 2024

Description of Our Business

88 unchanged sentences

Our loans at amortized cost, net, currently consist of receivables associated with our Auto Finance segment’s operations and are presented in the condensed consolidated balance sheets net of the related allowance for credit losses and deferred revenue.

We purchased auto loans with outstanding principal of $ 48.1 million and $ 61.0 million for the three months ended March 31, 2025 and 2024, respectively, through our pre-qualified network of independent automotive dealers and automotive finance companies.

We purchased auto loans with outstanding principal of $ 48.2 million, $ 96.3 million, $ 51.2 million and $ 112.2 million for the three and six months ended June 30, 2025 and 2024, respectively, through our pre-qualified network of independent automotive dealers and automotive finance companies.

We show an allowance for credit losses for our loans at amortized cost.

7 unchanged sentences

Certain of our loans at amortized cost also contain components of deferred revenue related to loan discounts on the purchase of our auto finance receivables.

As of March 31, 2025 and December 31, 2024, the weighted average remaining accretion period for the $ 20.1 million and $ 19.8 million of deferred revenue reflected in the condensed consolidated balance sheets was 23 and 24 months, respectively.

As of June 30, 2025 and December 31, 2024, the weighted average remaining accretion period for the $ 19.7 million and $ 19.8 million of deferred revenue reflected in the condensed consolidated balance sheets was 22 and 24 months, respectively.

A roll-forward (in millions) of our allowance for credit losses by class of receivable is as follows:

For the Three Months Ended March 31,

For the Three Months Ended June 30,

Notes Receivable

9 unchanged sentences

$ ( 6.1 ) $ ( 4.9 ) $ ( 11.0 ) $ — $ ( 2.4 ) $ ( 2.4 )

( 1 ) For the three months ended June 30, 2025, we recorded a provision for credit losses associated with our notes receivable from consumer technology platforms that are included in Prepaid expenses and other assets on our condensed consolidated balance sheets.

For the Six Months Ended June 30,

Notes Receivable

Allowance for credit losses:

Balance at beginning of period

$ ( 5.9 ) $ ( 4.9 ) $ ( 10.8 ) $ — $ ( 1.8 ) $ ( 1.8 )

Provision for credit losses(1)

( 0.2 ) ( 2.3 ) ( 2.5 ) — ( 4.7 ) ( 4.7 )

— 3.5 3.5 — 5.3 5.3

— ( 1.2 ) ( 1.2 ) — ( 1.2 ) ( 1.2 )

Balance at end of period

$ ( 6.1 ) $ ( 4.9 ) $ ( 11.0 ) $ — $ ( 2.4 ) $ ( 2.4 )

( 1 ) For the six months ended June 30, 2025, we recorded a provision for credit losses associated with our notes receivable from consumer technology platforms that are included in Prepaid expenses and other assets on our condensed consolidated balance sheets.

Allowance for credit losses:

Balance of Notes Receivable at end of period individually evaluated for impairment

15 unchanged sentences

We consider loan delinquencies a key indicator of credit quality because this measure provides the best ongoing estimate of how a particular class of receivables is performing.

An aging of our delinquent loans at amortized cost (in millions) as of March 31, 2025 and December 31, 2024 is as follows:

An aging of our delinquent loans at amortized cost (in millions) as of June 30, 2025 and December 31, 2024 is as follows:

30-59 days past due

9 unchanged sentences

This could include a restructuring of the loan terms to alleviate the burden of the borrower's near-term cash requirements, such as a modification of terms to reduce or defer cash payments to help the borrower attempt to improve its financial condition.

For the three months ended March 31, 2025 and 2024, no Loans at amortized cost qualified as a FDM.

We experienced effective tax rates of 23.6 % and 21.1 % for the three months ended March 31, 2025, and 2024, respectively.

These effective tax expense rates were above the statutory rate principally due to ( 1 ) state and foreign income tax expense, ( 2 ) interest accrued on uncertain tax positions, ( 3 ) taxes on global intangible low-taxed income, and ( 4 ) deduction disallowance under Section 162 (m) of the Internal Revenue Code of 1986, as amended, with respect to compensation paid to our covered employees.

Offsetting the foregoing items were deductions associated with the vesting of restricted stock at times when the fair value of our stock exceeded such share-based awards’ grant date values.

Another offsetting item of a greater magnitude in the three months ended March 31, 2024, versus the three months ended March 31, 2025, was our deduction of income tax expense on debt for tax purposes that was repaid in the three months ended March 31, 2025, such financial instrument which was characterized in our consolidated financial statements as dividend-paying preferred stock.

We report interest expense associated with our income tax liabilities (including accrued liabilities for uncertain tax positions) within our income tax line item on our consolidated statements of income.

For the six months ended June 30, 2025 and 2024, no Loans at amortized cost qualified as a FDM.

We experienced effective tax rates of 24.4 % and 24.0 % for the three and six months ended June 30, 2025, respectively, compared to 15.6 % and 18.5 % for the three and six months ended June 30, 2024, respectively.

Our effective tax rates for the three and six months ended June 30, 2025, are above the statutory rate principally due to our ( 1 ) state and foreign income tax expense, including the effects of law changes enacted in the three months ended June 30, 2025, in certain states in which we operate, ( 2 ) the tax effects of deduction disallowance under Section 162 (m) of the Internal Revenue Code of 1986 as amended (the “Code”) with respect to compensation paid to our covered employees, and ( 3 ) taxes on global intangible low-taxed income.

Offsetting the foregoing items were the tax effects of deductions ( 1 ) associated with the exercises of stock options and the vesting of restricted stock at the times when the fair value of our stock exceeded such share-based awards’ grant date values, and ( 2 ) of amounts characterized in our condensed consolidated financial statements as dividends on a preferred stock issuance, such amounts which constituted deductible interest expense on a debt issuance for tax purposes.

Our effective tax rates for the three and six months ended June 30, 2024, are below the statutory rate principally due to the tax effects of our deduction of ( 1 ) amounts characterized in our condensed consolidated financial statements as dividends on a preferred stock issuance, such amounts which constituted deductible interest expense on a debt issuance for tax purposes, and ( 2 ) a loss related to our unrecovered investment in a foreign subsidiary—such subsidiary which ceased operations in the three months ended June 30, 2024, and with respect to which we had used permanently reinvested earnings” accounting in our condensed consolidated financial statements.

Offsetting the foregoing items were ( 1 ) state and foreign income tax expense including the effects of law changes enacted in the three months ended June 30, 2024 in certain states in which we operate, ( 2 ) taxes on global intangible low-taxed income, and ( 3 ) the tax effects of deduction disallowance under Section 162 (m) of the Code with respect to compensation paid to our covered employees.

We report interest expense associated with our income tax liabilities (including accrued liabilities for uncertain tax positions) within our income tax line item on our condensed consolidated statements of income.

We likewise report within such line item the reversal of interest expense associated with our accrued liabilities for uncertain tax positions to the extent we resolve such liabilities in a manner favorable to our accruals therefor.

Such interest expense was de minimis in both the three months ended March 31, 2025, and 2024.

Our interest expense was $ 90 thousand for the six months ended June 30, 2025, and $ 93 thousand for the six months ended June 30, 2024.

Revenue Recognition and Revenue from Contracts with Customers

34 unchanged sentences

Components (in thousands) of our revenue from contracts with customers is as follows:

For the Three Months Ended March 31, 2025

For the Three Months Ended June 30, 2025

Interchange revenues, net (1)

10 unchanged sentences

$ 85,558 $ 173 $ 85,731

For the Three Months Ended March 31, 2024

For the Six Months Ended June 30, 2025

Interchange revenues, net (1)

10 unchanged sentences

$ 137,833 $ 352 $ 138,185

For the Three Months Ended June 30, 2024

Interchange revenues, net (1)

$ 4,783 $ — $ 4,783

Servicing income

1,849 190 2,039

Service charges and other customer related fees

6,948 16 6,964

Total Other revenue

13,580 206 13,786

Merchant fees (2)

42,797 — 42,797

Total revenue from contracts with customers

$ 56,377 $ 206 $ 56,583

For the Six Months Ended June 30, 2024

Interchange revenues, net (1)

$ 9,447 $ — $ 9,447

Servicing income

3,184 390 3,574

Service charges and other customer related fees

12,627 33 12,660

Total Other revenue

25,258 423 25,681

Merchant fees (2)

67,061 — 67,061

Total revenue from contracts with customers

$ 92,319 $ 423 $ 92,742

( 1 ) Interchange revenue is presented net of customer reward expense.

14 unchanged sentences

We are currently evaluating the potential impact of adopting this new guidance on our financial statement disclosures.

On November 2023, the FASB issued ASU 2023 - 07, "Segment Reporting (Topic 280 ):

Improvements to Reportable Segments Disclosures" ("Topic 280" ).

Topic 280 enhances disclosures of significant segment expenses and other segment items regularly provided to the chief operating decision maker ("CODM"), extends certain annual disclosures to interim periods and permits more than one measure of segment profit (loss) to be reported under certain conditions.

The amendments are effective in fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Retrospective adoption to all periods presented is required, and early adoption of the amendments is permitted.

The adoption of this guidance did not have a material impact on the Company's financial results and accompanying disclosures.

See Note 3, "Segment Reporting" to our condensed consolidated financial statements for additional information.

Segment Reporting

15 unchanged sentences

Reportable segment information (in thousands) is as follows:

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Revenue and other income:

30 unchanged sentences

$ 37,996 $ 2,150 $ 40,146

Six Months Ended June 30, 2025

Revenue and other income:

Consumer loans, including past due fees

$ 505,707 $ 18,298 $ 524,005

Three Months Ended March 31, 2024

Fees and related income on earning assets

172,585 41 172,626

Other revenue

41,710 352 42,062

Total operating revenue and other income

720,002 18,691 738,693

Other non-operating income

Total revenue and other income

720,015 19,314 739,329

Interest expense

( 100,146 ) ( 1,068 ) ( 101,214 )

Provision for credit losses

( 214 ) ( 2,236 ) ( 2,450 )

Changes in fair value of loans

( 395,122 ) — ( 395,122 )

224,533 16,010 240,543

Operating expenses:

Salaries and benefits

( 26,419 ) ( 2,465 ) ( 28,884 )

Card and loan servicing

( 59,621 ) ( 6,616 ) ( 66,237 )

Marketing and solicitation

( 45,239 ) ( 44 ) ( 45,283 )

( 1,644 ) ( 38 ) ( 1,682 )

( 15,219 ) ( 2,224 ) ( 17,443 )

Total operating expenses

( 148,142 ) ( 11,387 ) ( 159,529 )

Income before income taxes

$ 76,391 $ 4,623 $ 81,014

$ 3,555,841 $ 87,334 $ 3,643,175

Three Months Ended June 30, 2024

Revenue and other income:

30 unchanged sentences

$ 26,180 $ 2,423 $ 28,603

Six Months Ended June 30, 2024

Revenue and other income:

Consumer loans, including past due fees

$ 452,053 $ 20,670 $ 472,723

Fees and related income on earning assets

107,369 42 107,411

Other revenue

25,259 422 25,681

Total operating revenue and other income

584,681 21,134 605,815

Other non-operating income

Total revenue and other income

585,042 21,687 606,729

Interest expense

( 71,362 ) ( 1,649 ) ( 73,011 )

Provision for credit losses

— ( 4,690 ) ( 4,690 )

Changes in fair value of loans

( 345,422 ) — ( 345,422 )

168,258 15,348 183,606

Operating expenses:

Salaries and benefits

( 22,781 ) ( 2,504 ) ( 25,285 )

Card and loan servicing

( 47,670 ) ( 6,850 ) ( 54,520 )

Marketing and solicitation

( 23,932 ) ( 68 ) ( 24,000 )

( 1,271 ) ( 36 ) ( 1,307 )

( 14,610 ) ( 2,460 ) ( 17,070 )

Total operating expenses

( 110,264 ) ( 11,918 ) ( 122,182 )

Income before income taxes

$ 57,994 $ 3,430 $ 61,424

$ 2,733,909 $ 103,352 $ 2,837,261

Shareholders’ Equity and Preferred Stock

During the three months ended March 31, 2025 and 2024, we repurchased and contemporaneously retired 27,252 shares and 18,033 shares of our common stock at an aggregate cost of $ 1.2 million and $ 0.5 million, respectively, pursuant to both open market and private purchases and the return of stock by holders of equity incentive awards to pay tax withholding obligations.

During the three and six months ended June 30, 2025 and 2024, we repurchased and contemporaneously retired 41,381 shares, 68,633 shares, 49,203 shares and 67,236 shares of our common stock at an aggregate cost of $ 1.9 million, $ 3.2 million, $ 1.3 million and $ 1.8 million, respectively, pursuant to both open market and private purchases and the return of stock by holders of equity incentive awards to pay tax withholding obligations.

Preferred Stock

Our preferred stock consists of 7.625 % Series B Cumulative Perpetual Preferred Stock (the "Series B Preferred Stock"), liquidation preference of $ 25.00 per share (the "Series B Preferred Stock").

Our preferred stock consists of 7.625 % Series B Cumulative Perpetual Preferred Stock (the "Series B preferred stock"), liquidation preference of $ 25.00 per share.

We pay cumulative cash dividends on the Series B Preferred Stock, when and as declared by our Board of Directors, in the amount of $ 1.90625 per share each year, which is equivalent to 7.625 % of the $ 25.00 liquidation preference per share.

No shares of Series B Preferred Stock were repurchased in the three months ended March 31, 2025 and 2024.

No shares of Series B Preferred Stock were repurchased in the three and six months ended June 30, 2025 and 2024.

On August 10, 2022, we entered into an At Market Issuance Sales Agreement (the "Preferred Stock Sales Agreement") providing for the sale by the Company of up to an aggregate offering price of $ 100.0 million of our (i) Series B preferred stock and (ii) 6.125 % Senior Notes due 2026 (the "2026 Senior Notes") from time to time through a sales agent, in connection with the Company's Series B preferred stock and 2026 Senior Notes "at-the-market" offering program (the "Preferred Stock ATM Program").

3 unchanged sentences

The sales agents will make all sales using commercially reasonable efforts consistent with their normal trading and sales practices up to the amount specified in, and otherwise in accordance with the terms of, the placement notices.

During the three months ended March 31, 2025 and 2024, we sold 13,661 shares and 44,143 shares, respectively, of our Series B preferred stock under our Preferred Stock ATM Program for net proceeds of $ 0.3 million and $ 1.1 million, respectively.

During the three months ended March 31, 2025 and 2024, no 2026 Senior Notes were sold under the Company's Preferred Stock ATM Program.

During the three months ended March 31, 2025 and 2024, we sold $ 17.7 million and $ 0 , respectively, principal amount of our 2029 Senior Notes under our Preferred Stock ATM Program for net proceeds of $ 17.4 million and $ 0 , respectively.

During the three months ended March 31, 2025 and 2024, we sold 200,000 and 0 common shares, respectively, under the Company’s Common Stock ATM Program for net proceeds of $ 11.6 million and $ 0 , respectively.

During the three and six months ended June 30, 2025 and 2024, we sold 142,603 shares, 156,264 shares, 0 shares and 44,143 shares, respectively, of our Series B preferred stock under our Preferred Stock ATM Program for net proceeds of $ 3.2 million, $ 3.5 million, $ 0 and $ 1.1 million, respectively.

During the three and six months ended June 30, 2025 and 2024, no 2026 Senior Notes were sold under the Company's Preferred Stock ATM Program.

During the three and six months ended June 30, 2025 and 2024, we sold $ 8.1 million, $ 25.8 million, $ 0 and $ 0 , respectively, principal amount of our 2029 Senior Notes under our Preferred Stock ATM Program for net proceeds of $ 7.9 million, $ 25.3 million, $ 0 and $ 0 , respectively.

During the three and six months ended June 30, 2025 and 2024, we sold 0 common shares, 200,000 common shares, 0 common shares and 0 common shares, respectively, under the Company’s Common Stock ATM Program for net proceeds of $ 0 , $ 11.6 million, $ 0 and $ 0 , respectively.

Redeemable Preferred Stock

18 unchanged sentences

The units carried a 16 % preferred return to be paid quarterly.

The units had both call and put rights and were subject to various covenants including a minimum book value.

In March 2020, the subsidiary issued an additional 50.0 million Class B preferred units under the same terms.

26 unchanged sentences

Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

The table below summarizes (in thousands) by fair value hierarchy the March 31, 2025 and December 31, 2024 fair values and carrying amounts of ( 1 ) our assets that are carried at fair value in our condensed consolidated financial statements and ( 2 ) our assets not carried at fair value, but for which fair value disclosures are required:

Assets – As of March 31, 2025 (1)

The table below summarizes (in thousands) by fair value hierarchy the June 30, 2025 and December 31, 2024 fair values and carrying amounts of ( 1 ) our assets that are carried at fair value in our condensed consolidated financial statements and ( 2 ) our assets not carried at fair value, but for which fair value disclosures are required:

Assets – As of June 30, 2025 (1)

Quoted Prices in Active Markets for Identical Assets (Level 1)

22 unchanged sentences

For our loans included in the above table, we assess the fair value of these assets based on our estimate of future cash flows net of servicing costs.

For the three months ended March 31, 2025 and 2024, we estimate the portion of fair value changes considered to be attributable to changes in instrument-specific credit risk to be $ 9.3 million and $( 6.5 ) million, respectively.

For Level 3 assets carried at fair value measured on a recurring basis using significant unobservable inputs, the following table presents (in thousands) a reconciliation of the beginning and ending balances for the three months ended March 31, 2025 and 2024:

For the six months ended June 30, 2025 and 2024, we estimate the portion of fair value changes considered to be attributable to changes in instrument-specific credit risk to be $ 7.5 million and $( 0.5 ) million, respectively.

Loans at Fair Value

13 unchanged sentences

( 1,387,938 ) ( 1,255,658 )

Balance at March 31,(3)

Balance at June 30,(3)

$ 3,004,724 $ 2,277,379

5 unchanged sentences

( 2 ) Total Changes in fair value of loans is included in our condensed consolidated statements of income.

( 3 ) As of March 31, 2025 and March 31, 2024, the aggregate unpaid principal balance included within loans at fair value was $ 2,462 million and $ 2,105 million, respectively.

( 3 ) As of June 30, 2025 and June 30, 2024, the aggregate unpaid principal balance included within loans at fair value was $ 2,788 million and $ 2,197 million, respectively.

The unrealized gains and losses for assets within the Level 3 category presented in the tables above include changes in fair value that are attributable to both observable and unobservable inputs.

16 unchanged sentences

Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the liability.

The table below summarizes (in thousands) by fair value hierarchy the March 31, 2025 and December 31, 2024 fair values and carrying amounts of our liabilities not carried at fair value, but for which fair value disclosures are required:

Liabilities – As of March 31, 2025

The table below summarizes (in thousands) by fair value hierarchy the June 30, 2025 and December 31, 2024 fair values and carrying amounts of our liabilities not carried at fair value, but for which fair value disclosures are required:

Liabilities – As of June 30, 2025

Quoted Prices in Active Markets for Identical Assets (Level 1)

37 unchanged sentences

Other Relevant Data

Other relevant data (in thousands) as of March 31, 2025 and December 31, 2024 concerning certain assets we carry at fair value are as follows:

Other relevant data (in thousands) as of June 30, 2025 and December 31, 2024 concerning certain assets we carry at fair value are as follows:

Loans at Fair Value Pledged as Collateral under Structured Financings

As of March 31, 2025

As of June 30, 2025

As of December 31, 2024

23 unchanged sentences

The following table presents a summary of VIEs in which we had continuing involvement and held a variable interest (in millions):

March 31, 2025

June 30, 2025

December 31, 2024

Unrestricted cash and cash equivalents

$ 156.1 $ 140.2

Restricted cash and cash equivalents

Loans at fair value

2,945.3 2,542.9

Total Assets held by VIEs

$ 3,222.9 $ 2,781.9

Notes Payable, net held by VIEs

$ 2,431.0 $ 2,128.0

We have operating leases primarily associated with our corporate offices and regional service centers as well as for certain equipment.

3 unchanged sentences

The components of lease expense associated with our lease liabilities and supplemental cash flow information related to those leases were as follows (dollar amounts in thousands):

For the Three Months Ended March 31,

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Operating lease cost, gross

$ 804 $ 637 $ 1,586 $ 1,264

Sublease income

1 unchanged sentence

Net Operating lease cost

$ 779 $ 613 $ 1,537 $ 1,216

Cash paid under operating leases, gross

$ 768 $ 752 $ 1,530 $ 1,499

Weighted average remaining lease term - months

Weighted average discount rate

As of March 31, 2025 , scheduled payments of lease liabilities were as follows (in thousands):

As of June 30, 2025 , scheduled payments of lease liabilities were as follows (in thousands):

Gross Lease Payment

22 unchanged sentences

In addition, we occasionally lease certain equipment under cancelable and non-cancelable leases, which are accounted for as capital leases in our condensed consolidated financial statements.

As of March 31, 2025, we had no material non-cancelable capital leases with initial or remaining terms of more than one year.

As of June 30, 2025, we had no material non-cancelable capital leases with initial or remaining terms of more than one year.

Notes Payable

Notes Payable, at Face Value

Other notes payable outstanding as of March 31, 2025 and December 31, 2024 that are secured by the financial and operating assets of either the borrower, another of our subsidiaries or both, include the following, scheduled (in millions); except as otherwise noted, the assets of our holding company (Atlanticus Holdings Corporation) are subject to creditor claims under these scheduled facilities:

March 31, 2025

Other notes payable outstanding as of June 30, 2025 and December 31, 2024 that are secured by the financial and operating assets of either the borrower, another of our subsidiaries or both, include the following, scheduled (in millions); except as otherwise noted, the assets of our holding company (Atlanticus Holdings Corporation) are subject to creditor claims under these scheduled facilities:

June 30, 2025

December 31, 2024

Revolving credit facilities at a weighted average interest rate equal to 7.1 % as of March 31, 2025 ( 7.0 % as of December 31, 2024) secured by the financial and operating assets of CAR and/or certain receivables and restricted cash with a combined aggregate carrying amount of $ 2,792.5 million as of March 31, 2025 ($ 2,723.5 million as of December 31, 2024)

Revolving credit facilities at a weighted average interest rate equal to 7.3 % as of June 30, 2025 ( 7.0 % as of December 31, 2024) secured by the financial and operating assets of CAR and/or certain receivables and restricted cash with a combined aggregate carrying amount of $ 3,148.1 million as of June 30, 2025 ($ 2,723.5 million as of December 31, 2024)

Revolving credit facility, not to exceed $ 65.0 million (expiring December 1, 2026 ) (1) (2) (3)

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Revolving credit facility, not to exceed $ 40.0 million (expiring April 7, 2028 ) (2) (3) (4) (5)

Revolving credit facility, not to exceed $ 50.0 million (expiring July 15, 2027 ) (2) (3) (4) (5)

Revolving credit facility, not to exceed $ 75.0 million (expiring March 31, 2028 ) (2) (3) (4) (5)

Revolving credit facility, not to exceed $ 300.0 million (expiring December 15, 2026 ) (3) (4) (5) (6)

Revolving credit facility, not to exceed $ 233.3 million (expiring May 15, 2026 ) (3) (4) (5) (6)

Revolving credit facility, repaid in May 2025

Revolving credit facility, not to exceed $ 325.0 million (expiring November 15, 2028 ) (2) (3) (4) (5) (6)

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Revolving credit facility, not to exceed $ 200.0 million (expiring September 15, 2027 ) (3) (4) (5) (6)

Revolving credit facility, not to exceed $ 350.0 million (expiring July 16, 2029 ) (3) (4) (5) (6)

Other facilities

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Creditors do not have recourse against the general assets of the Company but only to the collateral within the VIEs.

As of March 31, 2025 , the Prime Rate was 7.50 %, the Term Secured Overnight Financing Rate ("Term SOFR") was 4.32 % and the Secured Overnight Financing Rate ("SOFR") was 4.41 %.

In October 2015, we (through a wholly owned subsidiary) entered a revolving credit facility with a (as subsequently amended) $ 50.0 million revolving borrowing limit that can be drawn to the extent of outstanding eligible principal receivables (of which $ 49.8 million was drawn as of March 31, 2025).

As of June 30, 2025 , the Prime Rate was 7.50 %, the Term Secured Overnight Financing Rate ("Term SOFR") was 4.32 % and the Secured Overnight Financing Rate ("SOFR") was 4.45 %.

This facility is secured by the loans, interest and fees receivable and related restricted cash and accrues interest at an annual rate equal to SOFR plus 3.0 %.

1 unchanged sentence

The facility is guaranteed by Atlanticus, which is required to maintain certain minimum liquidity levels.

In October 2016, we (through a wholly owned subsidiary) entered a revolving credit facility available to the extent of outstanding eligible principal receivables of our CAR subsidiary (of which $ 31.6 million was drawn as of March 31, 2025).

This facility is secured by the financial and operating assets of CAR and accrues interest at an annual rate equal to SOFR plus a range between 2.25 % and 2.6 % based on certain ratios.

1 unchanged sentence

In periods subsequent to October 2016, we amended the original agreement to either extend the maturity date and/or expand the capacity of this revolving credit facility.

As of March 31, 2025, the facility's borrowing limit was $ 65.0 million and the facility matures on December 1, 2026.

As of June 30, 2025, the facility's borrowing limit was $ 65.0 million and the facility matures on December 1, 2026.

There were no other material changes to the existing terms or conditions as a result of these amendments and the new maturity date and borrowing limit are reflected in the table above.

In December 2017, we (through a wholly owned subsidiary) entered a revolving credit facility with a (as subsequently amended) $ 75.0 million revolving borrowing limit that is available to the extent of outstanding eligible principal receivables (of which $ 66.8 million was drawn as of March 31, 2025).

This facility is secured by the loans, interest and fees receivable and related restricted cash and accrues interest at an annual rate equal to Term Secured Overnight Financing Rate ("Term SOFR") plus 3.6 %.

3 unchanged sentences

The note is guaranteed by Atlanticus.

In 2018, we (through a wholly owned subsidiary) entered a revolving credit facility to sell up to an aggregate $ 100.0 million of notes that are secured by the receivables and other assets of the trust (of which $ 0.0 million was outstanding as of March 31, 2025) that can be drawn upon to the extent of outstanding eligible receivables.

In 2018, we (through a wholly owned subsidiary) entered a revolving credit facility to sell up to an aggregate $ 100.0 million of notes that are secured by the receivables and other assets of the trust (of which $ 0.0 million was outstanding as of June 30, 2025) that can be drawn upon to the extent of outstanding eligible receivables.

The interest rate on the notes equals the SOFR plus 3.75 %.

The facility matures on December 15, 2025, and is subject to certain affirmative covenants and collateral performance tests, the failure of which could result in required early repayment of all or a portion of the outstanding balance of notes.

As of March 31, 2025, the aggregate borrowing limit was $ 100.0 million.

In June 2019, we (through a wholly owned subsidiary) entered a revolving credit facility with a (as subsequently amended) $ 40.0 million revolving borrowing limit that is available to the extent of outstanding eligible principal receivables (of which $ 12.5 million was drawn as of March 31, 2025).

As of June 30, 2025, the aggregate borrowing limit was $ 100.0 million.

This facility is secured by the loans, interest and fees receivable and related restricted cash and accrues interest at an annual rate equal to the Term SOFR plus 2.85 %.

1 unchanged sentence

The note is guaranteed by Atlanticus.

In January 2021, we (through a wholly owned subsidiary) entered a revolving credit facility with a (as subsequently amended) $ 50.0 million borrowing limit (of which $ 49.7 million was drawn as of March 31, 2025) that is available to the extent of outstanding eligible principal receivables.

In January 2021, we (through a wholly owned subsidiary) entered a revolving credit facility with a (as subsequently amended) $ 75.0 million borrowing limit (of which $ 64.6 million was drawn as of June 30, 2025) that is available to the extent of outstanding eligible principal receivables.

This facility is secured by the loans, interest and fees receivable and related restricted cash and accrues interest at an annual rate equal to the greater of the Prime Rate or 4 %.

The facility matures on July 15, 2027 and is subject to certain affirmative covenants, including a liquidity test and an eligibility test, the failure of which could result in required early repayment of all or a portion of the outstanding balance.

The facility matures on March 31, 2028 and is subject to certain affirmative covenants, including a liquidity test and an eligibility test, the failure of which could result in required early repayment of all or a portion of the outstanding balance.

The note is guaranteed by Atlanticus, which is required to maintain certain minimum liquidity levels.

2 unchanged sentences

The weighted average interest rate on the securities is fixed at 4.24 %.

In November 2021, we (through a wholly owned subsidiary) sold $ 300.0 million of ABS (of which $ 233.3 million was outstanding as of March 31, 2025) secured by certain credit card receivables (expiring May 15, 2026).

In November 2021, we (through a wholly owned subsidiary) sold $ 300.0 million of ABS secured by certain credit card receivables (expiring May 15, 2026).

The terms of the ABS allow for a three -year revolving structure with a subsequent 18 -month amortization period.

The weighted average interest rate on the securities is fixed at 3.53 %.

In May 2022, we (through a wholly owned subsidiary) entered a (as subsequently amended) $ 325.0 million ABS agreement (of which $ 325.0 million was drawn as of March 31, 2025) secured by certain credit card receivables (expiring November 15, 2028).

The facility was repaid in May 2025.

In May 2022, we (through a wholly owned subsidiary) entered a (as subsequently amended) $ 325.0 million ABS agreement (of which $ 325.0 million was drawn as of June 30, 2025) secured by certain credit card receivables (expiring November 15, 2028).

The terms of the ABS allow for a five -year revolving structure with a subsequent 18 -month amortization period.

The weighted average interest rate on the securities is fixed at 6.33 %.

In August 2022, we (through a wholly owned subsidiary) entered a (as subsequently amended) $ 158.3 million ABS agreement secured by certain credit card receivables (of which $ 0 was outstanding as of March 31, 2025) that can be drawn upon to the extent of outstanding eligible receivables.

In August 2022, we (through a wholly owned subsidiary) entered a (as subsequently amended) $ 158.3 million ABS agreement secured by certain credit card receivables (of which $ 0 was outstanding as of June 30, 2025) that can be drawn upon to the extent of outstanding eligible receivables.

The interest rate on the notes is based on the Term SOFR plus 4.2 %.

4 unchanged sentences

The weighted average interest rate on the securities is fixed at 7.32 %.

In May 2023, we (through a wholly owned subsidiary) entered a revolving credit facility with a (as subsequently amended) $ 25.0 million revolving borrowing limit that is available to the extent of outstanding eligible principal receivables (of which $ 12.5 million was drawn as of March 31, 2025).

This facility is secured by the loans, interest and fees receivable and related restricted cash and accrues interest at an annual rate equal to the Term SOFR plus 3.75 %.

13 unchanged sentences

The weighted average interest rate on the securities is fixed at 8.86 %.

In July 2024, we (through a wholly owned subsidiary) sold $ 150.0 million of ABS secured by certain private label credit receivables of which $ 0.0 million was drawn as of March 31, 2025.

In July 2024, we (through a wholly owned subsidiary) sold $ 150.0 million of ABS secured by certain private label credit receivables.

The facility matured on (as subsequently amended) April 28, 2025.

The proceeds were invested in the acquisition of receivables.

This facility is secured by the loans, interest and fees receivable and related restricted cash and accrues interest at an annual rate equal to the Term SOFR plus 2.15 %.

In conjunction with this financing, we (through as wholly owned subsidiary) also entered a revolving credit facility with a $ 32.8 million revolving limit of which $ 0.0 million was drawn as of March 31, 2025.

This facility was secured by the loans, interest and fees receivable and related restricted cash and accrued interest at an annual rate equal to the Term SOFR plus 2.15 %.

In conjunction with this financing, we (through as wholly owned subsidiary) also entered a revolving credit facility with a $ 32.8 million revolving limit.

The facility matured on (as subsequently amended) April 28, 2025.

This facility is secured by related restricted cash and accrues interest at an annual rate equal to the Term SOFR plus 2.5 %.

This facility was secured by related restricted cash and accrued interest at an annual rate equal to the Term SOFR plus 2.5 %.

In December 2024, we (through a wholly owned subsidiary) sold $ 100.0 million of ABS secured by certain credit card receivables (expiring January 16, 2029).

5 unchanged sentences

The interest rate on the securities is fixed at 6.60 %.

In March 2025, we (through a wholly owned subsidiary) entered a $ 200.0 million ABS agreement secured by certain private label credit card receivables (of which $ 10.0 million was outstanding as of March 31, 2025) that can be drawn upon to the extent of outstanding eligible receivables.

In March 2025, we (through a wholly owned subsidiary) entered a $ 200.0 million ABS agreement secured by certain private label credit card receivables (of which $ 175.0 million was outstanding as of June 30, 2025) that can be drawn upon to the extent of outstanding eligible receivables.

The interest rate on the notes is based on a commercial paper rate plus 2.00 %.

The facility matures on September 15, 2027.

As of March 31, 2025, we were in compliance with the covenants underlying our various notes payable and credit facilities.

In May 2025, we (through a wholly owned subsidiary) sold $ 350.0 million of ABS secured by certain credit card receivables (expiring July 16, 2029).

A portion of the proceeds from the sale was used to pay down other revolving facilities associated with our credit credit receivables, noted above, and the remaining proceeds were invested in the acquisition of receivables.

The terms of the ABS allow for a 32 -month revolving structure with an 18 -month amortization period.

The interest rate on the securities is fixed at 6.76 %.

As of June 30, 2025, we were in compliance with the covenants underlying our various notes payable and credit facilities.

Senior Notes, net

6 unchanged sentences

We are amortizing fees associated with the issuance of the 2026 Senior Notes into interest expense over the expected life of such notes.

Amortization of these fees for the three months ended March 31, 2025 and 2024 totaled $ 0.4 million and $ 0.4 million, respectively.

We repurchased $ 0.0 and $ 0.4 million of the outstanding principal amount of these 2026 Senior Notes in the three months ended March 31, 2025 and 2024, respectively.

Amortization of these fees for the three and six months ended June 30, 2025 and 2024 totaled $ 0.3 million, $ 0.7 million, $ 0.3 million and $ 0.7 million, respectively.

We repurchased $ 0.0 and $ 0.4 million of the outstanding principal amount of these 2026 Senior Notes in the three and six months ended June 30, 2024, respectively.

There have been no repurchases in 2025.

In January and February 2024, we issued an aggregate of $ 57.2 million aggregate principal amount of 2029 Senior Notes.

6 unchanged sentences

We are amortizing fees associated with the issuance of the 2029 Senior Notes into interest expense over the expected life of such notes.

Amortization of these fees for the three months ended March 31, 2025 and 2024 totaled $ 0.3 million and $ 0.1 million, respectively.

Amortization of these fees for the three and six months ended June 30, 2025 and 2024 totaled $ 0.3 million, $ 0.7 million, $ 0.1 million and $ 0.2 million, respectively.

The 2026 Senior Notes and 2029 Senior Notes are collectively included on our condensed consolidated balance sheet as "Senior Notes, net." See Note 4 "Shareholders' Equity and Preferred Stock" for more information.

1 unchanged sentence

Under finance products available in the private label credit and general purpose credit card channels, consumers have the ability to borrow up to the maximum credit limit assigned to each individual’s account.

Unfunded commitments under these products aggregated $ 2.6 billion at March 31, 2025.

Unfunded commitments under these products aggregated $ 3.1 billion at June 30, 2025.

We have never experienced a situation in which all borrowers have exercised their entire available lines of credit at any given point in time, nor do we anticipate this will ever occur in the future.

3 unchanged sentences

These loans are secured by the underlying auto inventory and, in certain cases where we have other lending products outstanding with the dealer, are secured by the collateral under those lending arrangements as well, including any outstanding dealer reserves.

As of March 31, 2025, CAR had unfunded outstanding floor-plan financing commitments totaling $ 9.6 million.

As of June 30, 2025, CAR had unfunded outstanding floor-plan financing commitments totaling $ 8.9 million.

Each draw against unused commitments is reviewed for conformity to pre-established guidelines and is not unconditional.

Under agreements with third -party originating and other financial institutions, we have pledged security (collateral) related to their issuance of consumer credit and purchases thereunder, of which $ 22.7 million remains pledged as of March 31, 2025 to support various ongoing contractual obligations.

Under agreements with third -party originating and other financial institutions, we have pledged security (collateral) related to their issuance of consumer credit and purchases thereunder, of which $ 32.4 million remains pledged as of June 30, 2025 to support various ongoing contractual obligations.

Under agreements with third -party originating and other financial institutions, we have agreed to indemnify the financial institutions for certain liabilities associated with the services we provide on behalf of the financial institutions—such indemnification obligations generally being limited to instances in which we either (a) have been afforded the opportunity to defend against any potentially indemnifiable claims or (b) have reached agreement with the financial institutions regarding settlement of potentially indemnifiable claims.

As of March 31, 2025, we have assessed the likelihood of any potential payments related to the aforementioned contingencies as remote.

As of June 30, 2025, we have assessed the likelihood of any potential payments related to the aforementioned contingencies as remote.

We would accrue liabilities related to these contingencies in any future period when we assess the likelihood of an estimable payment as probable.

1 unchanged sentence

Eligible events typically include loss of life, job loss, disability, or hospitalization.

As an acquirer of receivables, our potential exposure under this program, if all eligible participants applied for this benefit, was $ 106.2 million as of March 31, 2025.

As an acquirer of receivables, our potential exposure under this program, if all eligible participants applied for this benefit, was $ 120.2 million as of June 30, 2025.

We have never experienced a situation in which all eligible participants have applied for this benefit at any given point in time, nor do we anticipate this will ever occur in the future.

2 unchanged sentences

We acquire all of our fair value receivables under agreements with two third -party originating institutions.

Our top five retail partnerships accounted for over 75 % of our private label receivables outstanding as of March 31, 2025.

Our top five retail partnerships accounted for over 80 % of our private label receivables outstanding as of June 30, 2025.

The volume of receivables purchased each period varies based on a number of factors, including seasonal consumer purchase patterns, growth (or contraction) within retail locations and consumer application volumes that retail partners may direct to our bank partners versus competitors that offer similar financing products.

During the three months ended March 31, 2025 and 2024, we had receivable purchases from our top five retail partners of the following (in millions):

During the three and six months ended June 30, 2025 and 2024, we had receivable purchases from our top five retail partners of the following (in millions):

Gross Purchases

For the Three Months Ended March 31,

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Largest Retail Partners

5 unchanged sentences

Our general purpose credit card and private label credit receivables base is spread across individual consumers in the U.S.

As of March 31, 2025 , only one state (Texas) had receivables concentration in excess of 10% of our total pool of receivables.

As of June 30, 2025 , only one state (Texas) had receivables concentration in excess of 10% of our total pool of receivables.

We are involved in various legal proceedings that are incidental to the conduct of our business.

7 unchanged sentences

For the Three Months Ended

For the Six Months Ended

Net income attributable to controlling interests

5 unchanged sentences

Effect of dilutive preferred stock dividends and discount accretion

600 596 1,200 1,193

Net income attributable to common shareholders—diluted

3 unchanged sentences

Effect of dilutive stock compensation arrangements and exchange of preferred stock

4,063 4,037 4,066 4,044

Diluted (including unvested share-based payment awards) (1)

4 unchanged sentences

$ 1.51 $ 0.99 $ 3.00 $ 2.08

Shares related to unvested share-based payment awards included in our basic and diluted share counts were 352,266 for the three months ended March 31, 2025 compared to 293,578 for the three months ended March 31, 2024, respectively.

As their effects were anti-dilutive, we excluded stock options to purchase 0.1 million shares from our net income attributable to controlling interests per share of common stock calculations for the three months ended March 31, 2024.

There were no such anti-dilutive stock options for the three months ended March 31, 2025.

For the three months ended March 31, 2025 and 2024, we included 4.0 million shares of common stock for each period in our outstanding diluted share counts associated with our Series A Preferred Stock.

Shares related to unvested share-based payment awards included in our basic and diluted share counts were 371,800 and 362,087 for the three and six months ended June 30, 2025, respectively, compared to 390,096 and 341,837 for the three and six months ended June 30, 2024, respectively.

There were no such anti-dilutive stock options for the three and six months ended June 30, 2025.

For the three and six months ended June 30, 2025 and 2024, we included 4.0 million shares of common stock for each period in our outstanding diluted share counts associated with our Series A Preferred Stock.

See Note 5, "Redeemable Preferred Stock," for a further discussion of these convertible securities.

4 unchanged sentences

The Fourth Amended 2014 Plan was approved by our shareholders in May 2019.

As of March 31, 2025, 41,169 shares remained available for issuance under the ESPP and 1,970,518 shares remained available for issuance under the Fourth Amended 2014 Plan.

Exercises and vesting under our stock-based compensation plans resulted in no income tax-related charges to paid-in capital during the three months ended March 31, 2025 and 2024.

As of June 30, 2025, 40,197 shares remained available for issuance under the ESPP and 1,906,039 shares remained available for issuance under the Fourth Amended 2014 Plan.

Exercises and vesting under our stock-based compensation plans resulted in no income tax-related charges to paid-in capital during the three and six months ended June 30, 2025 and 2024.

Restricted Stock and Restricted Stock Units

During the three months ended March 31, 2025 and 2024, we granted 9,003 shares and 206,629 shares of restricted stock and restricted stock units (net of any forfeitures), respectively, with aggregate grant date fair values of $ 0.4 million and $ 6.4 million, respectively.

We incurred expenses of $ 0.9 million and $ 0.9 million during the three months ended March 31, 2025 and 2024, respectively, related to restricted stock awards.

During the three and six months ended June 30, 2025 and 2024, we granted 65,411 shares, 74,414 shares, 3,007 shares and 209,636 shares of restricted stock and restricted stock units (net of any forfeitures), respectively, with aggregate grant date fair values of $ 3.4 million, $ 3.8 million, $ 0.1 million and $ 6.5 million, respectively.

We incurred expenses of $ 0.9 million, $ 1.8 million, $ 1.0 million and $ 1.9 million during the three and six months ended June 30, 2025 and 2024, respectively, related to restricted stock awards.

When we grant restricted stock and restricted stock units, we defer the grant date value of the restricted stock and restricted stock unit and amortize that value (net of the value of anticipated forfeitures) as compensation expense with an offsetting entry to the paid-in capital component of our condensed consolidated shareholders’ equity.

Our restricted stock awards typically vest over a range of 12 to 60 months (or other term as specified in the grant which may include the achievement of performance measures) and are amortized to salaries and benefits expense ratably over applicable vesting periods.

As of March 31, 2025, our unamortized deferred compensation costs associated with non-vested restricted stock awards were $ 6.0 million with a weighted-average remaining amortization period of 3.3 years.

As of June 30, 2025, our unamortized deferred compensation costs associated with non-vested restricted stock awards were $ 8.5 million with a weighted-average remaining amortization period of 3.2 years.

No forfeitures have been included in our compensation cost estimates based on historical forfeiture rates.

7 unchanged sentences

( 5,279 ) $ 33.95

Outstanding at March 31, 2025

Outstanding at June 30, 2025

371,229 $ 35.51

2 unchanged sentences

The option period may not exceed 10 years from the date of grant.

We had expense of $ 0 million and $ 0.1 million related to stock option-related compensation costs during the three months ended March 31, 2025 and 2024, respectively.

We had expense of $ 0.1 million and $ 0.1 million related to stock option-related compensation costs during the three and six months ended June 30, 2024, respectively.

There has been no expense related to stock option-related compensation costs in 2025.

When applicable, we recognize stock option-related compensation expense for any awards with graded vesting on a straight-line basis over the vesting period for the entire award.

8 unchanged sentences

Expired/Forfeited

Outstanding at March 31, 2025

Outstanding at June 30, 2025

155,533 $ 31.80 0.8 $ 3,570,091

Exercisable at March 31, 2025

Exercisable at June 30, 2025

155,533 $ 31.80 0.8 $ 3,570,091

No options were issued during the three months ended March 31, 2025 and 2024.

We had no unamortized deferred compensation costs associated with non-vested stock options at both March 31, 2025 and December 31, 2024.

No options were issued during the three and six months ended June 30, 2025 and 2024.

We had no unamortized deferred compensation costs associated with non-vested stock options at both June 30, 2025 and December 31, 2024.

Upon exercise of outstanding options, the Company issues new shares.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements