Atlanticus Holdings Corp 10-Q

ITEM 4. CONTROLS AND PROCEDURES Evaluation of disclosure controls and procedures Management, with the participation and supervision of our principal executive officer and our principal financial officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Act) as of September 30, 2025, the end of the period covered by this Form 10-Q. The Company’s disclosure controls and procedures are designed to ensure that information the Company is required to disclose in reports that it files or submits under the Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on such evaluation, our principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2025. Due to the SEC staff's general guidance that an assessment of an acquired business may be omitted from the scope of management's assessment for one year following the acquisition, management excluded Mercury, which was acquired on September 11, 2025, from our assessment of internal control over financial reporting as of September 30, 2025. Mercury represents approximately 44% of the Company’s consolidated total assets as of September 30, 2025, excluding intangible assets, and approximately 10.1% and 4.0% of the Company’s consolidated revenue for the three and nine months ended September 30, 2025, respectively. See Note 2 "Acquisition of Mercury Financial LLC" to our condensed consolidated financial statements for further discussion of the Mercury acquisition. Remediation of Material Weakness As of December 31, 2024, the Company’s management, including the principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of December 31, 2024 because a material weakness in our internal control over financial reporting existed related to management’s failure to adequately design and implement internal controls to determine whether or not each of the inputs into the Company’s valuation model for its Loans at fair value consistent with U.S. GAAP. The material weakness described above did not result in a misstatement to the Company’s annual or interim consolidated financial statements. The Company’s management is committed to maintaining a strong internal control environment. In response to the material weakness identified above, management, with the oversight of the Audit Committee of the Board of Directors, evaluated the material weakness described above and designed a remediation plan to enhance the Company’s internal control environment. To remediate the material weakness, the Company’s management implemented a new control designed to evaluate the appropriateness in accordance with U.S. GAAP of all inputs used in the Company’s valuation model for its Loans at fair value. These enhanced procedures were implemented as of March 31, 2025, and have been monitored for effectiveness. Based on the successful monitoring of these enhanced procedures, the Company concluded that the material weakness identified above has been remediated as of the date of this report. Changes in internal control over financial reporting Other than changes related to the remediation of the material weakness described above, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Act) during the quarter ended September 30, 2025, that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting. Limitations on Controls The Company’s management, including its principal executive officer and principal financial officer, do not expect that the Company’s disclosure controls and procedures or the Company’s internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Due to inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. 49 Table of Contents PART II—OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS We are involved in various legal proceedings that are incidental to the conduct of our business. There are currently no pending legal proceedings that are expected to be material to us.