1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: As of December 31, 2024, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Act) was carried out on behalf of Atlanticus Holdings Corporation and our subsidiaries by our management and with the participation of our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer).
−Removed: Our principal executive officer and our principal financial officer have concluded that our disclosure controls and procedures were not effective as of December 31, 2024 because of the material weakness in our internal control over financial reporting identified below.
−Removed: Notwithstanding this material weakness, the Company has concluded that no material misstatements exist in the consolidated financial statements as filed in the Form 10-K, and such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
−Removed: Accordingly, there are no changes to the Company’s previously reported consolidated financial statements.
+Added: Management, with the participation and supervision of our Chief Executive Officer (principal executive officer) and our Chief Financial Officer (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 December 31, 2025, the end of the period covered by this Form 10-K.
+Added: 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.
+Added: 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 December 31, 2025.
Management ’ s Report on Internal Control over Financial Reporting
1 unchanged sentence
Our management conducted an evaluation of the effectiveness of internal control over financial reporting as of December 31, 2025, based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) Internal Control-Integrated Framework (2013 framework) .
−Removed: In Management’s Report on Internal Control over Financial Reporting included in this Annual Report on Form 10-K, as a result of the material weakness described below, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2024, based on criteria in the COSO 2013 framework.
−Removed: As of December 31, 2024, the Company’s management determined a material weakness in its internal control over financial reporting exists 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 were consistent with U.S.
−Removed: The Company’s independent registered public accounting firm, Deloitte & Touche LLP, has issued an audit report which expresses an adverse opinion on the Company’s internal control over financial reporting as of December 31, 2024, which is included below.
−Removed: Remediation Plan
+Added: Our management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013).
+Added: Our assessment of, and conclusion on, the effectiveness of internal control over financial reporting did not include the internal controls of Mercury Financial LLC., acquired on September 11, 2025, which is included in our consolidated financial statements since the date of acquisition and represented 41.9% of the Company’s consolidated total assets as of December 31, 2025, and 15.7% of the Company’s consolidated revenue for the year ended December 31, 2025.
+Added: SEC guidance permits management to omit an assessment of an acquired business’ internal control over financial reporting from its assessment of internal control over financial reporting for a period not to exceed one year from the date of acquisition.
+Added: We are in the process of integrating Mercury Financial LLC, operations within our internal control structure.
+Added: Accordingly, management has excluded controls relating to Mercury Financial LLC in its assessment.
+Added: Based on our evaluation under the COSO 2013 framework, management has concluded that internal control over financial reporting was effective as of December 31, 2025.
+Added: The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which appears in this Form 10-K.
+Added: Remediation of Material Weakness
+Added: 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 were consistent with U.S.
+Added: The material weakness described above did not result in a material 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.
−Removed: To remediate the material weakness, the Company’s management will implement a new control designed to evaluate the appropriateness in accordance with U.S.
+Added: 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.
−Removed: We will assess the ongoing operating effectiveness of the newly designed control in future periods.
−Removed: The material weakness cannot be considered remediated until the applicable control has operated for a sufficient period of time and we have concluded, through testing, that this control is operating effectively.
+Added: These enhanced procedures were implemented as of March 31, 2025, and have been monitored for effectiveness.
+Added: Based on the successful monitoring of these enhanced procedures, the Company concluded that the material weakness identified above has been remediated as of December 31, 2025.
Changes in Internal Control Over Financial Reporting
−Removed: During the quarter ended December 31, 2024, except for the material weakness identified above, no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Act) occurred that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: During the quarter ended December 31, 2025, no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Act) occurred that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Controls
12 unchanged sentences
We have audited the internal control over financial reporting of Atlanticus Holdings Corporation and subsidiaries (the "Company") as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
−Removed: In our opinion, because of the effect of the material weakness identified below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
+Added: In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated March 12, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
−Removed: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.
+Added: The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying the Management's Report on Internal Control over Financial Reporting .
Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.
5 unchanged sentences
We believe that our audit provides a reasonable basis for our opinion.
+Added: As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Mercury Financial LLC, which was acquired on September 11, 2025, and is included in the consolidated financial statements and represented 41.9% of total assets and 15.7% of revenues of the Company's consolidated financial statement amounts as of and for the year ended December 31, 2025.
+Added: Accordingly, our audit did not include the internal control over financial reporting at Mercury Financial LLC.
Definition and Limitations of Internal Control over Financial Reporting
5 unchanged sentences
Also, 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.
−Removed: Material Weakness
−Removed: A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: The following material weakness has been identified and included in management's assessment:
−Removed: Management failed to adequately design and implement internal controls to determine whether each of the inputs into the Company’s valuation model for its Loans at fair value were consistent with generally accepted accounting principles.
−Removed: This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended December 31, 2024, of the Company, and this report does not affect our report on such financial statements.
/s/ Deloitte & Touche LLP
+Added: Atlanta, Georgia
March 12, 2026
21 unchanged sentences
PCAOB ID# 34 )
−Removed: Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements BDO USA, P.C.;
−Removed: PCAOB ID#243 F-2
Consolidated Balance Sheets
7 unchanged sentences
Unless Otherwise Indicated(1)
+Added: Membership Interest Purchase Agreement, dated September 11, 2025, by and among Mercury Financial Intermediate LLC, a Delaware limited liability company, Mercury Finance Acquisitions, LLC, a Georgia limited liability company, Mercury Financial LLC, a Delaware limited liability company, and solely for purposes of Section 7.7, Atlanticus Holdings Corporation, a Georgia corporation.
+Added: September 17, 2025 Form 8-K, exhibit 2.1
Amended and Restated Articles of Incorporation
40 unchanged sentences
August 26, 2024, Form 8-K, exhibit 4.2
+Added: Indenture, dated August 20, 2025, by and among Atlanticus Holdings Corporation, as issuer, the guarantors party thereto and U.S.
+Added: Bank Trust Company, National Association, as trustee
+Added: August 20, 2025, Form 8-K, exhibit 4.1
+Added: Form of 9.750% Senior Note due 2030 (included in Exhibit 4.3(k))
+Added: August 20, 2025, Form 8-K, exhibit 4.1
Stockholders Agreement dated as of April 28, 1999
18 unchanged sentences
May 14, 2021, Form 10-Q, exhibit 10.1
+Added: Description of Exhibit
+Added: Incorporated by Reference from Atlanticus’ SEC Filings
+Added: Unless Otherwise Indicated(1)
Amended and Restated Employment Agreement, dated March 18, 2021, between Atlanticus Holdings Corporation and Jeffrey A.
6 unchanged sentences
Filed herewith
−Removed: Description of Exhibit
−Removed: Incorporated by Reference from Atlanticus’ SEC Filings
−Removed: Unless Otherwise Indicated(1)
Assumption Agreement dated June 30, 2009 between Atlanticus Holdings Corporation (formerly CompuCredit Holdings Corporation) and Atlanticus Services Corporation (formerly CompuCredit Corporation)
32 unchanged sentences
Incorporated by Reference from Atlanticus’ SEC Filings Unless Otherwise Indicated(1)
−Removed: Amended and Restated Program Management Agreement, dated April 1, 2020, between The Bank of Missouri and Atlanticus Services Corporation
−Removed: August 14, 2020, Form 10-Q, exhibit 10.1
−Removed: First Amendment to Amended and Restated Program Management Agreement, dated June 30, 2020, between The Bank of Missouri and Atlanticus Services Corporation
−Removed: August 14, 2020, Form 10-Q, exhibit 10.1(a)
−Removed: Amended and Restated Receivable Sales Agreement, dated April 1, 2020, between The Bank of Missouri and Fortiva Funding, LLC
−Removed: August 14, 2020, Form 10-Q, exhibit 10.2
−Removed: First Amendment to Amended and Restated Receivable Sales Agreement, dated June 30, 2020, between The Bank of Missouri and Fortiva Funding, LLC
−Removed: August 14, 2020, Form 10-Q, exhibit 10.2(a)
+Added: Amended and Restated Program Management Agreement, dated January 1, 2025, between The Bank of Missouri and Atlanticus Services Corporation
+Added: May 8, 2025, Form 10-Q, exhibit 10.1
+Added: Amended and Restated Receivable Sales Agreement, dated January 1, 2025, between The Bank of Missouri and Fortiva Funding, LLC
+Added: May 8, 2025, Form 10-Q, exhibit 10.1(a)
+Added: First Amendment to Amended and Restated Receivable Sales Agreement, dated January 1,2025, between The Bank of Missouri and Fortiva Funding, LLC
+Added: May 8, 2025, Form 10-Q, exhibit 10.1(b)
Assignment and Assumption Agreement, dated March 24, 2018, among Mid America Bank & Trust Company, Atlanticus Services Corporation and The Bank of Missouri
18 unchanged sentences
Filed herewith
−Removed: Consent of BDO USA, P.C.
−Removed: Filed herewith
Certification of Principal Executive Officer pursuant to Rule 13a-14(a)
20 unchanged sentences
Management contract, compensatory plan or arrangement.
+Added: The exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
+Added: A copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon request.
Certain portions of this document have been omitted because they are both not material and are the type that the Company treats as private or confidential.
+Added: Certain portions of this document have been omitted because they are both not material and are the type that the Company treats as private or confidential.
Filed under CompuCredit Corporation (now Atlanticus Services Corporation) (File No.
22 unchanged sentences
March 12, 2026
−Removed: Report of Independent Registered Public Accounting Firm
−Removed: To the shareholders and the Board of Directors of Atlanticus Holdings Corporation
+Added: R eport of Independent Registered Public Accounting Firm
Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheet of Atlanticus Holdings Corporation and subsidiaries (the "Company") as of December 31, 2024, the related consolidated statements of income, cash flows, and shareholders' equity and temporary equity, for the year ended December 31, 2024, and the related notes (collectively referred to as the "financial statements").
−Removed: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 13, 2025, expressed an adverse opinion on the Company's internal control over financial reporting because of a material weakness.
+Added: We have audited the accompanying consolidated balance sheets of Atlanticus Holdings Corporation and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of income, shareholders' and temporary equity, and cash flows, for years ended December 31, 2025 and 2024, and the related notes (collectively referred to as the "financial statements").
+Added: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years ended December 31, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 12, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management.
−Removed: Our responsibility is to express an opinion on the Company's financial statements based on our audit.
+Added: Our responsibility is to express an opinion on the Company's financial statements based on our audits.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
+Added: We conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
−Removed: Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
−Removed: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
−Removed: Critical Audit Matter
−Removed: The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.
+Added: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
+Added: We believe that our audits provide a reasonable basis for our opinion.
+Added: Critical Audit Matters
+Added: The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Loans at Fair Value – Refer to Notes 3 and 7 to the Consolidated Financial Statements
3 unchanged sentences
Significant unobservable inputs used in the valuation methodology include estimates of future charge-off rates and recovery rates (collectively, “credit losses”), payment rates, yields earned on credit card receivables (“fees assumption”), and servicing cost, as well as the discount rate.
−Removed: Given management uses complex internally developed models and unobservable inputs to estimate Loans at fair value, performing audit procedures to evaluate management’s estimate of the Loans at fair value within the CaaS segment required a high degree of auditor judgment and subjectivity and increased extent of effort, including the need to involve our internal fair value specialists.
+Added: Given management uses complex internally developed models and unobservable inputs to estimate Loans at fair value, performing audit procedures to evaluate management’s estimate of the Loans at fair value within the CaaS segment required a high degree of auditor judgment and subjectivity and increased extent of effort, including the need to involve fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the Loans at fair value within the CaaS segment included the following, among others:
−Removed: With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rate, including developing a range of independent estimates, and comparing those to the discount rate selected by management.
−Removed: For the significant unobservable inputs used in the valuation model including estimates of future charge-off rates and recovery rates (collectively, “credit losses”), payment rates, yields earned on credit card receivables (“fees assumption”), and servicing cost, we performed a quarterly retrospective review of the prior period forecast to actual value.
−Removed: With the assistance of our fair value specialists, we developed a range of independent estimates of loan fair value and compared the Company’s recorded fair value of loans to this range.
+Added: We tested the effectiveness of internal controls related to the determination of Loans at fair value, including those controls related to management’s review of the models and the significant inputs used to estimate fair value.
+Added: With the assistance of fair value specialists, we evaluated the reasonableness of the discount rate, including developing a range of independent estimates, and comparing those to the discount rate selected by management.
+Added: For the significant unobservable inputs used in the valuation model including credit losses, payment rates, fees assumption, and servicing cost, we performed a quarterly retrospective review of the prior period forecast to actual value.
+Added: With the assistance of fair value specialists, we developed a range of independent estimates of loan fair value and compared the Company’s recorded fair value of loans to this range.
+Added: Allocation of Purchase Price for the Mercury Financial LLC Acquisition – Refer to Notes 2, 3, and 7 to the Consolidated Financial Statements
+Added: Critical Audit Matter Description
+Added: The Company completed the acquisition of Mercury Financial LLC (“Mercury”) on September 11, 2025, which was accounted for as an asset acquisition.
+Added: Accordingly, the total purchase consideration paid for assets acquired and liabilities assumed was allocated based on their respective fair values.
+Added: This involved management making significant estimates which were primarily related to the fair value of the loans receivable and contingent consideration.
+Added: We identified the allocation of purchase price for the Mercury acquisition as a critical audit matter because of the significant estimates management made to determine the fair value of the loans at fair value of $3,018.2 million and the contingent consideration of $40 million.
+Added: This required a high degree of auditor judgment and an increased extent of effort, including the need to involve fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s assumptions.
+Added: How the Critical Audit Matter Was Addressed in the Audit
+Added: Our audit procedures related to the allocation of purchase price for the Mercury acquisition included the following, among others:
+Added: We tested the effectiveness of internal controls related to the purchase price allocation, including those controls related to management’s review of the models and the significant inputs used to estimate fair value of the loans at fair value and contingent consideration.
+Added: We obtained and evaluated the purchase price allocation report prepared by third-party specialists, along with relevant supporting documentation, such as the executed purchase and sale agreement, in order to corroborate our understanding of the substance of the acquisition, as well as assessed the completeness of the assets acquired and liabilities assumed as part of the acquisition.
+Added: With the assistance of fair value specialists, we evaluated the reasonableness of the discount rates, including developing a range of independent estimates, and comparing those to the discount rates selected by management.
+Added: With the assistance of fair value specialists, we evaluated the reasonableness of the valuation methodologies and significant assumptions used in the valuation models, including credit losses, payment rates, fees assumption, and servicing cost.
+Added: We compared the key inputs used in the projections to external market sources.
/s/ Deloitte & Touche LLP
1 unchanged sentence
We have served as the Company's auditor since 2024.
−Removed: Report of Independent Registered Public Accounting Firm
−Removed: Shareholders and Board of Directors
−Removed: Atlanticus Holdings Corporation
−Removed: Atlanta, Georgia
−Removed: Opinion on the Consolidated Financial Statements
−Removed: We have audited the accompanying consolidated balance sheet of Atlanticus Holdings Corporation (the “Company”) as of December 31, 2023, the related consolidated statements of income, shareholders’ equity and temporary equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023, and the results of its operations and its cash flows for the year then ended , in conformity with accounting principles generally accepted in the United States of America.
−Removed: Basis for Opinion
−Removed: These consolidated financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.
−Removed: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
−Removed: Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
−Removed: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
−Removed: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
−Removed: /s/ BDO USA, P.C.
−Removed: We served as the Company's auditor from 2002 to 2024.
−Removed: Atlanta, Georgia
−Removed: March 4, 2024
Atlanticus Holdings Corporation and Subsidiaries
12 unchanged sentences
12,589 10,519
+Added: Intangible assets, net (Note 3)
Operating lease right-of-use assets
20 unchanged sentences
Class B preferred units issued to noncontrolling interests (Note 6)
−Removed: 50,000 100,250
Shareholders' Equity
46 unchanged sentences
( 113,265 ) ( 56,186 )
+Added: Depreciation and amortization
( 5,808 ) ( 2,715 )
36 unchanged sentences
— — — — — ( 250 ) — ( 250 ) — 250
−Removed: Discount associated with repurchase of preferred stock
−Removed: — — — — 16 — — 16 — —
−Removed: Series A preferred stock dividends ($ 1.50 dividend per share)
+Added: Series A preferred stock dividends ($ 1.50 dividend per share per quarter)
— — — — — ( 2,400 ) — ( 2,400 ) — —
−Removed: Series B preferred stock dividends ($ 0.48 dividend per share)
+Added: Series B preferred stock dividends ($ 0.48 dividend per share per quarter)
— — — — — ( 6,274 ) — ( 6,274 ) — —
−Removed: Class B preferred units dividends ($ 0.04 dividend per share)
+Added: Class B preferred units dividends ($ 0.04 dividend per share per quarter)
— — — — — ( 15,004 ) — ( 15,004 ) — —
3 unchanged sentences
— — 205,301 — — — — — — —
+Added: Issuance of common stock
+Added: — — 125,000 — 7,074 — — 7,074 — —
Issuance of series B preferred stock, net
44,618 — — — 1,082 — — 1,082 — —
+Added: Distributions to owners of noncontrolling interests
+Added: — — — — — — ( 148 ) ( 148 ) — —
Contributions by owners of noncontrolling interests
2 unchanged sentences
— — — — 3,897 — — 3,897 — —
−Removed: Redemption and retirement of preferred shares
+Added: Redemption and retirement of preferred shares and preferred units
— — — — — — — — — ( 50,500 )
5 unchanged sentences
3,301,179 $ — 14,904,192 $ — $ 98,278 $ 394,628 $ ( 3,543 ) $ 489,363 $ 40,000 $ 50,000
−Removed: Accretion of discount associated with issuance of subsidiary equity
−Removed: — — — — — ( 250 ) — ( 250 ) — 250
−Removed: Series A preferred stock dividends ($ 1.50 dividend per share)
+Added: Series A preferred stock dividends ($ 1.50 dividend per share per quarter)
— — — — — ( 2,400 ) — ( 2,400 ) — —
−Removed: Series B preferred stock dividends ($ 0.48 dividend per share)
+Added: Series B preferred stock dividends ($ 0.48 dividend per share per quarter)
— — — — — ( 6,608 ) — ( 6,608 ) — —
9 unchanged sentences
282,952 — — — 6,246 — — 6,246 — —
−Removed: Distributions to owners of noncontrolling interests
−Removed: — — — — — — ( 148 ) ( 148 ) — —
Contributions by owners of noncontrolling interests
30 unchanged sentences
Amortization of debt issuance costs
+Added: 18,461 11,828
Stock-based compensation costs
6 unchanged sentences
( 584 ) ( 2,251 )
−Removed: (Decrease) increase in accounts payable and accrued expenses
+Added: Increase in accounts payable and accrued expenses
( 23,164 ) ( 1,061 )
8 unchanged sentences
2,930,682 1,839,543
+Added: Acquisition of Mercury (net of cash acquired)
Purchases and development of property
13 unchanged sentences
Proceeds from issuance of Senior notes, net of issuance costs
+Added: 425,606 135,252
Proceeds from borrowings
4 unchanged sentences
1,141,672 393,609
−Removed: Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents
−Removed: Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents
+Added: Net increase in cash and cash equivalents and restricted cash and cash equivalents
267,771 115,983
16 unchanged sentences
Accretion of discount associated with issuance of subsidiary equity
−Removed: (Decrease) increase in accrued and unpaid preferred stock and preferred unit dividends
+Added: Decrease in accrued and unpaid preferred stock and preferred unit dividends
$ ( 2,025 ) $ ( 2,063 )
+Added: Noncash investing and financing
+Added: Cash assumed upon acquisition of Mercury
See accompanying notes.
7 unchanged sentences
We provide technology and other support services to lenders who offer an array of financial products and services, including private label and general purpose card products, to consumers who may have been declined by other providers of credit.
−Removed: Private label and general purpose card products are originated by The Bank of Missouri and WebBank (collectively, our “bank partners”).
+Added: Private label and general purpose card products are originated by The Bank of Missouri, WebBank and First Bank and Trust (collectively, our “bank partners”).
Our bank partners originate these accounts through multiple channels, including retail and healthcare point-of-sale locations, direct mail solicitation, digital marketing and partnerships with third parties.
−Removed: In these Notes to Consolidated Financial Statements, "receivables" or "loans" typically refer to receivables we have purchased from our bank partners or from other
−Removed: third parties.
+Added: In these Notes to Consolidated Financial Statements, "receivables" or "loans" typically refer to receivables we have purchased from our bank partners or from other third parties.
We are principally engaged as a program manager, providing a technology platform and corresponding services to lenders in the U.S.
10 unchanged sentences
These products and services are reported through two reportable segments, Credit as a Service ("CaaS") and Auto Finance.
−Removed: Within our CaaS segment, we apply our technology solutions, in combination with the experiences gained, and infrastructure built from servicing over
−Removed: $42 billion in consumer loans over more than
−Removed: 25 years of operating history, to support lenders in offering more inclusive financial services.
+Added: Within our CaaS segment, we apply our technology solutions, in combination with the experiences gained, and infrastructure built from servicing $50 billion in consumer loans over more than 30 years of operating history, to support lenders in offering more inclusive financial services.
These products include private label credit cards using the Fortiva and Curae brand names as well as merchant associated brands.
Private label credit products associated with the healthcare space are generally issued under the Curae brand while all other retail partnerships, including those in consumer electronics, furniture, elective medical procedures, and home-improvement use the Fortiva brand or use our retail partners’ brands.
−Removed: Our general purpose credit cards use the Aspire, Imagine and Fortiva brand names.
+Added: General purpose credit cards use the Aspire, Imagine, Mercury and Fortiva brand names.
Our flexible technology solutions allow our bank partners to integrate our paperless process and instant decisioning platform with the existing infrastructure of participating retailers, healthcare providers and other service providers.
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Also within our Auto Finance segment, we are providing certain installment lending products in addition to our traditional loans secured by automobiles.
+Added: Rules enacted by the Consumer Financial Protection Bureau ("CFPB") which could limit the late fees charged to consumers were vacated in April 2025.
+Added: The Courts determined that the CFPB violated the Credit Card Accountability and Disclosure Act's and the Administrative Procedure Act requirement that penalty fees be "reasonable and proportional" to the violation.
+Added: In order to mitigate these impacts and continue to serve consumers, our bank partners took a number of steps, from modifying products and policies (such as further tightening the criteria used to evaluate new loans) to changing prices (including increasing interest rates and fees charged to consumers) which are included in our fair value calculations.
+Added: See Note 7 "Fair Values of Assets and Liabilities" for more information on our fair value measurements.
+Added: Acquisition of Mercury Financial LLC
+Added: On September 11, 2025, the Company closed the acquisition of all outstanding equity interests of Mercury Financial LLC (“Mercury”), a leading data- and tech-centric credit card platform utilized by bank partners to provide credit cards to near-prime consumers in the U.S.
+Added: The acquisition aligns with Atlanticus’ strategic objective to expand its consumer credit offerings and increase scale within its credit card operations.
+Added: At the closing, Mercury became a wholly owned subsidiary of the Company.
+Added: The total purchase consideration was approximately $ 166.5 million in cash.
+Added: In addition to the purchase consideration, the seller has the opportunity under the purchase agreement to receive earn out payments for up to three years following the closing of the acquisition in an amount equal to 75 % of the amount by which the charge-offs of Mercury’s acquired receivables are less than agreed-upon charge-off levels over a limited period of time.
+Added: We have determined the contingent consideration meets the definition of a derivative instrument under Accounting Standards Codification ("ASC") 815, "Derivatives and Hedging".
+Added: We have recorded a fair value liability of $ 40.0 million, associated with the derivative, within Accounts payable and accrued expenses on the accompanying consolidated balance sheets, calculated using internally-developed estimates.
+Added: These estimates on performance of the acquired portfolio include expected credit losses, payment rates, servicing costs, discount rates and yields earned on our general purpose credit card receivables.
+Added: See Note 7, "Fair Values of Assets and Liabilities" for more information.
+Added: As a result of the acquisition, the Company added approximately $ 3.2 billion in gross credit card receivables, assumed $ 2.8 billion in collateralized debt and increased the number of customers served on behalf of our bank partners by 1.3 million.
+Added: Additionally, the Company acquired certain identifiable finite-lived intangible assets primarily associated with internally developed software.
+Added: The Company expensed approximately $ 2.5 million of acquisition costs and approximately $ 4.3 million of one -time severance costs within Other expense and Salaries and benefits, respectively, within the CaaS segment, during the year ended December 31, 2025.
+Added: The consolidated statement of operations includes, for the year ended December 31, 2025, Mercury’s operating results from September 11, 2025 through December 31, 2025.
+Added: For that period, Mercury contributed approximately $ 309.0 million of revenue and $ 6.2 million of net income.
+Added: See Note 7 "Fair Values of Assets and Liabilities" and Note 11 "Notes Payable" for more information on the acquired credit card receivables and assumed debt obligations and see Note 3 "Significant Accounting Policies and Consolidated Financial Statement Components" for more information on our finite-lived intangible assets.
+Added: The acquisition was accounted for as an asset acquisition under ASC 805, "Business Combinations" as substantially all of the fair value of the assets acquired were concentrated in a group of similar assets.
+Added: Fair values of assets acquired and liabilities assumed were determined using management estimates and third -party valuations (e.g., replacement cost method).
Significant Accounting Policies and Consolidated Financial Statement Components
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Actual results could differ materially from these estimates.
−Removed: Certain estimates, such as credit losses, payment rates, servicing costs, discount rates and yields earned on credit card receivables, significantly affect the reported amount (and changes thereon) of our Loans at fair value on our consolidated balance sheets and consolidated statements of income.
−Removed: In the fourth quarter of 2024, we revised our methodology to correct the cumulative impact of an error in the discounted cash flow analysis used in the calculation of our Loans at fair value.
−Removed: This revision removed the impacts of cash flows associated with subsequent purchases associated with consumer receivables and cash flows on related merchant fees.
−Removed: These changes in the calculation of our Loans at fair value did not result in a restatement of our consolidated financial statements in prior periods due to the immateriality of this error on prior period results.
−Removed: Additionally, we revised the presentation of our consolidated statement of shareholders’ equity and temporary equity to present the preferred stock and preferred unit dividends on an individual instrument basis, including the dividends per share.
−Removed: Finally, we revised the presentation of our consolidated statement of cash flows to ( 1 ) present the income from accretion of discounts associated with loans from amortized cost, net separate from the income from merchant fees associated with loans at fair value, ( 2 ) include a reconciliation of the unrestricted cash and cash equivalents and restricted cash and cash equivalents to arrive at the ending cash and cash equivalents and restricted cash at end of period and 3 ) reclassify lease liability payments to Decrease in lease liability below changes in assets and liabilities.
−Removed: These changes in presentation had no effect on our consolidated total equity or consolidated net cash provided by operating activities or ending cash and cash equivalents and restricted cash, and our historical consolidated statement of shareholders’ equity and temporary equity and consolidated statement of cash flows were revised for consistent presentation.
−Removed: Certain disclosures have been revised to conform to current year presentation.
−Removed: Recent rules enacted by the Consumer Financial Protection Bureau ("CFPB"), which, if implemented, would further limit the late fees charged to consumers in most instances, are expected to adversely impact the revenue recognized on our receivables.
−Removed: In order to mitigate these impacts and continue to serve consumers, we have worked collaboratively with our bank partners to assist them in taking a number of steps, from modifying products and policies (such as further tightening the criteria used to evaluate new loans) to changing prices (including increasing interest rates and fees charged to consumers).
−Removed: While our bank partners have the flexibility to unilaterally make changes to program offerings and must approve all changes to existing or new program offerings, we are only obligated to acquire receivables originated by the bank that utilized mutually agreed upon underwriting standards.
−Removed: The changes will take several quarters to fully implement.
−Removed: We maintain two categories of Loans on our consolidated balance sheets:
−Removed: those that are carried at fair value (Loans at fair value) and those that are carried at net amortized cost (Loans at amortized cost).
+Added: Certain estimates, such as credit losses, payment rates, servicing costs, discount rates and yields earned on credit card receivables, significantly affect the reported amount (and changes thereon) of our Loans at fair value and certain Accounts payable and accrued expenses (carried at fair value), on our consolidated balance sheets and consolidated statements of income.
Consolidation
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those that are carried at fair value (Loans at fair value) and those that are carried at net amortized cost (Loans at amortized cost).
−Removed: For our Loans at fair value (within our CaaS segment), interest and fees are discontinued when the receivable becomes contractually 90 or more days past due.
+Added: For our Loans at fair value (within our CaaS segment), we discontinue the recognition of interest and fees when the receivable becomes contractually 90 or more days past due.
For our Loans at amortized cost (within our Auto Finance segment), we continue interest and fee billings until the time of charge-off if there is adequate value associated with the underlying asset serving as collateral for the receivable.
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Loans and finance receivables include accrued and unpaid interest and fees.
−Removed: All receivables associated with our private label credit and general purpose credit cards are included within this category of receivables.
+Added: All receivables associated with private label credit and general purpose credit cards are included within this category of receivables.
Under the fair value option, fees such as annual fees are taken into income when billed to the consumer or upon loan acquisition and any cost associated with the loan acquisition are expensed in the period incurred.
The Company estimates the fair value of the loans using a discounted cash flow model, which considers various unobservable inputs such as credit losses, payment rates, servicing costs, discount rates and yields earned on credit card receivables.
−Removed: The Company re-evaluates the fair value of loans receivable at the close of each measurement period.
+Added: The Company reevaluates the fair value of loans receivable at the close of each measurement period.
Changes in the fair value of loans are recorded as a component of "Changes in fair value of loans" in the consolidated statements of income in the period of the fair value changes.
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Loans at amortized cost, net.
−Removed: Our loans at amortized cost, currently consist of receivables associated with our Auto Finance segment’s operations and are presented in the consolidated balance sheets net of the related allowance for credit losses and deferred revenue.
−Removed: We purchased auto loans with outstanding principal of $ 209.6 million and $ 233.6 million for the years ended December 31, 2024 and 2023, respectively, through our pre-qualified network of independent automotive dealers and automotive finance companies.
+Added: Our loans at amortized cost, net, currently consist of receivables associated with our Auto Finance segment’s operations and are presented in the consolidated balance sheets net of the related allowance for credit losses and deferred revenue.
+Added: We purchased auto loans with outstanding principal of $ 196.7 million and $ 209.6 million for the years ended December 31, 2025 and 2024, respectively, through our prequalified network of independent automotive dealers and automotive finance companies.
We show an allowance for credit losses for our loans at amortized cost.
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historical loss rates on similar loans; current delinquency and roll-rate trends which may indicate consumer loss rates in excess or less than those which historical trends might suggest; the effects of changes in the economy on consumers such as inflation or other macroeconomic changes; changes in underwriting criteria; unfunded commitments (to the extent they are unconditional), and estimated recoveries.
−Removed: The aforementioned inputs are calculated using historical trends over the most recent five year period, and adjusted as needed for current trends and reasonable and supportable forecasts.
−Removed: We may individually evaluate a receivable or pool of receivables for credit losses if circumstances indicate that the receivable or pool of receivables may be at higher risk for non-performance than other receivables (e.g., if a particular retail or auto-finance partner has indications of non-performance (such as a bankruptcy) that could impact the underlying pool of receivables we purchased from the partner).
+Added: The aforementioned inputs are calculated using historical trends over the most recent two year period, and adjusted as needed for current trends and reasonable and supportable forecasts.
+Added: We may individually evaluate a receivable or pool of receivables for credit losses if circumstances indicate that the receivable or pool of receivables may be at higher risk for non-performance than other receivables (e.g., if a particular retail or auto-finance partner has indications of nonperformance (such as a bankruptcy) that could impact the underlying pool of receivables we purchased from the partner).
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.
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$ ( 8.0 ) $ ( 4.1 ) $ ( 12.1 ) $ ( 5.9 ) $ ( 4.9 ) $ ( 10.8 )
−Removed: 1 ) For the year ended December 31, 2024, 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 consolidated balance sheets.
+Added: 1 ) For the years ended December 31, 2024 and 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 consolidated balance sheets.
Allowance for credit losses:
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Loan Modifications and Restructurings
−Removed: We adopted Accounting Standards Update ("ASU") No.
−Removed: 2022 - 02, "Financial Instruments - Credit Losses (Topic 326 ):
−Removed: Troubled Debt Restructurings and Vintage Disclosures" on January 1, 2023.
−Removed: The disclosures required by this ASU are required for receivables held at amortized cost and exclude those accounted for using fair value.
−Removed: As the significant majority of the Company's receivables are held at fair value, the adoption of this ASU did not have a material impact on the Company's financial results and accompanying disclosures.
We review our Loans at amortized cost, net, associated with our Auto Finance segment’s operations to determine if any modifications for borrowers experiencing financial difficulty were made that would qualify the receivable as a Financial Difficulty Modification ("FDM").
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.
−Removed: We review our Loans at amortized cost, net, associated with our Auto Finance segment’s operations to determine if any modifications for borrowers experiencing financial difficulty were made that would qualify the receivable as a FDM.
−Removed: 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.
−Removed: For the year ended December 31, 2024 and 2023, no Loans at amortized cost qualified as a FDM.
+Added: For the years ended December 31, 2025 and 2024, no Loans at amortized cost qualified as a FDM.
Property at Cost, Net of Depreciation
−Removed: We capitalize costs related to internal development and implementation of software used in our operating activities.
−Removed: These capitalized costs consist almost exclusively of fees paid to third -party consultants to develop code and install and test software specific to our needs and to customize purchased software to maximize its benefit to us.
We record our property at cost less accumulated depreciation or amortization.
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We incurred no impairment costs in the years ended December 31, 2025 and 2024 .
+Added: Intangible Assets and Amortization
+Added: As part of the acquisition of Mercury, we acquired $ 32.4 million of identifiable finite-lived intangible assets primarily associated with internally developed software.
+Added: These intangible assets are carried at the fair value at acquisition less accumulated amortization.
+Added: Amortization is computed on a straight-line basis over the useful lives of the related assets which is estimated to be 5 years from the date of acquisition.
+Added: Details of our finite-lived intangible assets were as follows (in thousands):
+Added: Intangible assets - gross carrying amount
+Added: Accumulated amortization
+Added: Net carrying amount
+Added: Amortization expense related to these finite-lived intangible assets was $ 2.2 million for the year ended December 31, 2025, and is included within depreciation and amortization in the consolidated statements of income.
+Added: Aggregate amortization expense of our intangible assets for the next five years is as follows (in thousands):
+Added: For the Year Ending December 31,
+Added: Amortization Expense
+Added: Total amortization expense
We determine if an arrangement contains a lease at inception, and leases are classified as either operating or finance leases at the lease commencement date.
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Accounts payable and accrued expenses reflect both the billed and unbilled amounts owed at the end of a period for services rendered as well as the fair value of our Bank partner fees associated with purchased receivables.
+Added: Rewards Liability
+Added: Certain of our credit card accounts are associated with customer reward programs, which allow the customer to earn rewards that can be redeemed for statement credits, gift cards, cash back or applied against purchases on certain online platforms.
+Added: The amount of reward that a customer earns varies based on the terms and conditions of the reward program and product.
+Added: When rewards are earned by a customer, rewards expense is recorded as an offset to interchange income, as a component of Other revenue (on our Consolidated Statements of Income), with a corresponding increase to the customer rewards liability within Accounts payable and accrued expenses (on our Consolidated Balance Sheets).
+Added: The customer rewards liability is computed based on the estimated redemption cost of rewards earned and is reduced as rewards are redeemed.
+Added: In estimating the customer rewards liability, the Company considers historical redemption and spending behavior, as well as the terms and conditions of the reward programs, among other factors.
+Added: The Company expects that the majority of rewards earned by customers will eventually be redeemed.
Revenue Recognition and Revenue from Contracts with Customers
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Revenue from Contracts with Customers
−Removed: The majority of our revenue is earned from financial instruments and is not included within the scope of Accounting Standards Codification ("ASC") 606, "Revenue from Contracts with Customers".
+Added: The majority of our revenue is earned from financial instruments and is not included within the scope of ASC 606, "Revenue from Contracts with Customers".
We have determined that revenue from contracts with customers would primarily consist of merchant fees and interchange revenues in our CaaS segment and servicing revenue and other customer-related fees in both our CaaS segment and our Auto Finance segment.
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We earn a portion of the interchange fee the card networks charge merchants for the transaction and these fees are settled daily.
+Added: Additionally, within interchange revenues are network incentives which are earned when credit card transactions, associated with accounts we service, are processed through interchange networks.
Servicing revenue is generated by meeting contractual performance obligations related to the collection of amounts due on receivables, and is settled with the customer net of our fee, which can be settled daily or monthly.
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$ 203,905 $ 809 $ 204,714
−Removed: ( 1 ) Interchange revenue is presented net of customer reward expense.
+Added: ( 1 ) Interchange revenue is presented net of customer reward expense and includes network incentives for credit card transactions processed through interchange networks.
( 2 ) Merchant fees are included Consumer loans, including past due fees on our consolidated statements of income.
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We expense broker fees and product solicitation costs, including printing, credit bureaus, list processing, telemarketing, postage, and internet marketing fees, as we incur these costs or expend resources.
+Added: The Company follows the guidance in ASC 805, "Business Combinations", for determining the appropriate accounting treatment for acquisitions.
+Added: Accounting Standards Update ("ASU") 2017 - 01, "Clarifying the Definition of a Business", provides an initial fair value screen to determine if substantially all of the fair value of the assets acquired is concentrated in a single asset or group of similar assets.
+Added: If the initial screening test is not met, the set is considered a business based on whether there are inputs and substantive processes in place.
+Added: Based on the results of this analysis and conclusion on an acquisition’s classification of a business combination or an asset acquisition, the accounting treatment is derived.
+Added: If the acquisition is deemed to be a business, the purchase method of accounting is applied.
+Added: Identifiable assets acquired and liabilities assumed at the acquisition date are recorded at fair value.
+Added: If the transaction is deemed to be an asset acquisition, the cost accumulation and allocation model is used whereby the assets and liabilities are recorded based on the purchase price and allocated to the individual assets and liabilities based on relative fair values.
+Added: See Note 2 "Acquisition of Mercury Financial LLC" for further discussion on our recent acquisition.
Recent Accounting Pronouncements
−Removed: In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024 - 03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures" which requires disaggregated disclosure of income statement expenses for public business entities.
+Added: In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025 - 11, Interim Reporting (Topic 270 ):
+Added: Narrow-Scope Improvements .
+Added: The ASU clarifies existing interim disclosure requirements and establishes a principle requiring entities to disclose events that occur after the end of the most recent annual reporting period that have a material impact on the entity.
+Added: The new guidance is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods.
+Added: Early adoption is permitted.
+Added: The amendments are applied prospectively.
+Added: We are currently evaluating the potential impact of adopting this new guidance on our financial statements and disclosures but the new guidance is not expected to have a significant impact to the Company’s consolidated financial statements when adopted.
+Added: In November 2025, the FASB issued ASU 2025 - 08, Financial Instruments — Credit Losses (Topic 326 ):
+Added: Purchased Loans .
+Added: The ASU requires purchased seasoned loans to be accounted for using a gross-up approach, which is intended to enhance comparability in accounting for acquired financial assets.
+Added: The guidance is effective for public business entities for annual reporting periods beginning after December 15, 2026, including interim periods within those annual reporting periods.
+Added: Early adoption is permitted.
+Added: We are currently evaluating the potential impact of adopting this new guidance on our financial statements and disclosures but the new guidance is not expected to have a significant impact to the Company’s consolidated financial statements when adopted.
+Added: In July 2025, the FASB issued ASU 2025 - 05, "Financial Instruments – Credit Losses (Topic 326 ):
+Added: Measurement of Credit Losses for Accounts Receivable and Contract Assets", which improves transparency to provide all entities with a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606.
+Added: All entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.
+Added: The new guidance is effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those annual periods.
+Added: Early adoption is permitted.
+Added: We are currently evaluating the potential impact of adopting this new guidance on our financial statements and disclosures but the new guidance is not expected to have a significant impact to the Company’s consolidated financial statements when adopted.
+Added: In November 2024, the FASB issued ASU 2024 - 03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures" which requires disaggregated disclosure of income statement expenses for public business entities.
The ASU does not change the expense captions an entity presents on the face of the income statement.
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The amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027 and early adoption of the amendments is permitted.
−Removed: We are currently evaluating the potential impact of adopting this new guidance on our financial statement disclosures.
+Added: We are currently evaluating the potential impact of adopting this new guidance on our financial statements and disclosures but the new guidance is not expected to have a significant impact to the Company’s consolidated financial statements when adopted.
In December 2023, the FASB issued ASU 2023 - 09, "Income Taxes (Topic 740 ):
Improvements to Income Tax Disclosures" ("Topic 740" ).
−Removed: Topic 740 modifies the rules on income tax disclosures to require entities to disclose (i) specific categories in the rate reconciliation, (ii) the income (loss) from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (iii) income tax expense or benefit from continuing operations (separated by federal, state and foreign).
−Removed: Topic 740 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes.
−Removed: The guidance is effective for annual periods beginning after December 15, 2024.
−Removed: Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance.
−Removed: This guidance should be applied on a prospective basis, but retrospective application is permitted.
−Removed: We are currently evaluating the potential impact of adopting this new guidance on our financial statement disclosures.
−Removed: In November 2023, the FASB issued ASU 2023 - 07, "Segment Reporting (Topic 280 ):
−Removed: Improvements to Reportable Segments Disclosures" ("Topic 280" ).
−Removed: 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.
−Removed: The amendments are effective in fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.
−Removed: Retrospective adoption to all periods presented is required, and early adoption of the amendments is permitted.
−Removed: The adoption of this guidance did not have a material impact on the Company's financial results and accompanying disclosures.
−Removed: See Note 3, "Segment Reporting" to our consolidated financial statements for additional information.
−Removed: On March 31, 2022, the FASB issued ASU 2022 - 02, "Financial Instruments - Credit Losses (Topic 326 ):
−Removed: Troubled Debt Restructurings and Vintage Disclosures".
−Removed: Topic 326 eliminates the accounting guidance for troubled debt restructurings by creditors while adding disclosures for certain loan restructurings by creditors when a borrower is experiencing financial difficulty.
−Removed: This guidance requires an entity to determine whether a modification results in a new loan or a continuation of an existing loan.
−Removed: Additionally, Topic 326 requires disclosure of current period gross write-offs by year of origination for financing receivables.
−Removed: The disclosures required by Topic 326 are required for receivables held at amortized cost and exclude those accounted for using fair value.
−Removed: The Company adopted Topic 326 on January 1, 2023.
−Removed: As the significant majority of the Company's receivables are held at fair value, the adoption of Topic 326 did not have a material impact on the Company's financial results and accompanying disclosures.
+Added: Topic 740 modifies the rules on income tax disclosures to require entities to disclose (i) specific categories in the rate reconciliations, (ii) the income (loss) from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (iii) income tax expense or benefit from continuing operations (separated by federal, state and local, and foreign jurisdictions).
+Added: Among other changes, Topic 740 also requires entities to disclose their income tax payments to federal, state and local, and foreign jurisdictions, among other changes.
+Added: The guidance was effective for annual periods beginning after December 15, 2024.
+Added: We adopted ASU 2023 - 09 for the year ended December 31, 2025, and elected to apply the standard retrospectively to all periods presented.
+Added: Adoption of this standard did not have a material effect on our consolidated financial statements, but it did result in additional income tax disclosures within Note 13 "Income Taxes" to our consolidated financial statements.
Segment Reporting
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Income before income taxes is used regularly in the forecasting and budgeting process when assessing performance on a quarterly basis and making decisions about capital and personnel allocations.
−Removed: Our CaaS segment includes the operations of two operating segments aggregated into one reportable segment which includes our private label credit and general purpose credit cards, which, through our bank partners, provide financing solutions to consumers.
+Added: Our CaaS segment includes the operations of three operating segments aggregated into one reportable segment which includes our private label credit, our general purpose credit card receivables and those general purpose credit card receivables acquired as part of our acquisition of Mercury, all of which, through our bank partners, provide financing solutions to consumers.
Our Auto Finance reportable segment purchases and/or service loans secured by automobiles and provides other financing options to independent automotive dealers and automotive finance companies.
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Other non-operating income
−Removed: 334 1,155 1,489
Total revenue and other income
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Other non-operating income
+Added: 334 1,155 1,489
Total revenue and other income
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Preferred Stock
−Removed: 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").
+Added: 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.
−Removed: During the years ended December 31, 2024 and 2023, we repurchased and contemporaneously retired 0 shares and 1,806 shares of Series B Preferred Stock at an aggregate cost of $ 0 and $ 29,000 , respectively.
−Removed: 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, (ii) 6.125 % Senior Notes due 2026 (the "2026 Senior Notes"), and (iii) 9.25 % Senior Notes due 2029 (the "2029 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").
−Removed: On August 26, 2024, we amended and restated the Preferred Stock Sales Agreement to remove our 2026 Senior Notes and to include our 2029 Senior Notes in the Preferred Stock ATM Program.
+Added: No shares of Series B Preferred Stock were repurchased in the years ended December 31, 2025 and 2024.
+Added: 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").
+Added: On August 26, 2024, we amended and restated the Preferred Stock Sales Agreement to remove our 2026 Senior Notes and to include our 9.25 % Senior Notes due 2029 (the "2029 Senior Notes") in the Preferred Stock ATM Program.
On December 29, 2023, the Company entered into an At-The-Market Sales Agreement (the "Common Stock Sales Agreement") providing for the sale by the Company of its common stock, no par value per share, up to an aggregate offering price of $ 50.0 million, from time to time to or through a sales agent, in connection with the Company’s common stock ATM Program ("Common Stock ATM Program").
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During the years ended December 31, 2025 and 2024, no 2026 Senior Notes were sold under the Company's Preferred Stock ATM Program.
−Removed: During years ended December 31, 2024 and 2023, we sold $ 24.9 million and $ 0 , respectively, principal amount of our 2029 Senior Notes under our Preferred Stock ATM Program for net proceeds of $ 24.6 million and $ 0 , respectively.
−Removed: During the year ended December 31, 2024, we sold 125,000 common shares under the Company’s Common Stock ATM Program for net proceeds of $ 7.1 million.
−Removed: During the year ended December 31, 2023, no common shares were sold under the Company’s Common Stock ATM Program.
+Added: During the years ended December 31, 2025 and 2024, we sold $ 38.9 million and $ 24.9 million, respectively, principal amount of our 2029 Senior Notes under our Preferred Stock ATM Program for net proceeds of $ 38.2 million and $ 24.6 million, respectively.
+Added: During the years ended December 31, 2025 and 2024, we sold 200,000 common shares and 125,000 common shares, respectively, under the Company’s Common Stock ATM Program for net proceeds of $ 11.6 and $ 7.1 million, respectively.
Redeemable Preferred Stock
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The Series A Preferred Stock is perpetual and has no maturity date.
−Removed: The Company may, at its option, redeem the shares of Series A Preferred Stock on or after January 1, 2025 at a redemption price equal to $ 100 per share, plus any accumulated and unpaid dividends.
−Removed: At the request of holders of a majority of the shares of Series A Preferred Stock, the Company shall offer to redeem all of the Series A Preferred Stock at a redemption price equal to $100 per share, plus any accumulated and unpaid dividends, at the option of the holders thereof, on or after January 1, 2024.
+Added: The Company may, at its option, redeem the shares of Series A Preferred Stock at a redemption price equal to $ 100 per share, plus any accumulated and unpaid dividends.
+Added: At the request of holders of a majority of the shares of Series A Preferred Stock, the Company shall offer to redeem all of the Series A Preferred Stock at a redemption price equal to $100 per share, plus any accumulated and unpaid dividends, at the option of the holders thereof.
Upon the election by the holders of a majority of the shares of Series A Preferred Stock, each share of the Series A Preferred Stock is convertible into the number of shares of the Company’s common stock as is determined by dividing (i) the sum of (a) $100 and (b) any accumulated and unpaid dividends on such share by (ii) an initial conversion price equal to $ 10 per share, subject to certain adjustment in certain circumstances to prevent dilution.
9 unchanged sentences
On November 14, 2019, a wholly owned subsidiary issued 50.5 million Class B preferred units at a purchase price of $ 1.00 per unit to an unrelated third party.
−Removed: The units carry a 16 % preferred return to be paid quarterly, with up to 6 percentage points of the preferred return to be paid through the issuance of additional units or cash, at our election.
−Removed: The units have both call and put rights and are also subject to various covenants including a minimum book value, which if not satisfied, could allow for the securities to be put back to the subsidiary.
+Added: The units carried a 16 % preferred return to be paid quarterly.
In March 2020, the subsidiary issued an additional 50.0 million Class B preferred units under the same terms.
−Removed: A holder of the Class B preferred units may, at its election and with notice, require the Company to redeem part or all of such holder’s Class B preferred units for cash at $1.00 per unit, on or after October 14, 2024.
The proceeds from the transaction were used for general corporate purposes.
−Removed: The Company has the right to redeem the Class B preferred units at any time with notice.
During the year ended December 31, 2024, we redeemed 50.5 million of the Class B preferred units at $ 1.00 per unit plus accrued but unpaid interest thereon.
−Removed: We have included the issuance of these Class B preferred units as temporary noncontrolling interest on the consolidated balance sheets.
−Removed: Dividends paid on the Class B preferred units are deducted from Net income attributable to controlling interests to derive Net income attributable to common shareholders.
+Added: In March 2025, we redeemed the remaining 50.0 million of Class B preferred units at $ 1.00 per unit plus accrued but unpaid interest thereon.
+Added: In periods where present, we have included the issuance of these Class B preferred units as temporary noncontrolling interest on the consolidated balance sheets.
+Added: Dividends paid on the Class B preferred units were deducted from Net income attributable to controlling interests to derive Net income attributable to common shareholders.
See Note 14, "Net Income Attributable to Controlling Interests Per Common Share" for more information.
7 unchanged sentences
The fair value of the loans takes into consideration net charge-offs for the remaining life of the loans with no separate allowance for credit loss calculation;
−Removed: Certain fee billings (such as annual fees) and expenses of loans are no longer deferred but recognized (when billed or incurred) in income or expense, respectively;
+Added: Certain fee billings (such as non-refundable annual fees) and expenses of loans are no longer deferred but recognized (when billed or incurred) in income or expense, respectively;
The net present value of cash flows associated with future fee billings on existing receivables are included in fair value;
41 unchanged sentences
$ 2,630,274 $ 2,173,759
+Added: Acquisition of Mercury receivables at fair value
Changes in fair value of loans at fair value, included in earnings
26 unchanged sentences
Our fair value models include market degradation to reflect the possibility of delinquency rates increasing in the near term (and the corresponding increase in charge-offs and decrease in payments) above the level that current trends would suggest.
−Removed: Further, recent rules enacted by the CFPB, which, if implemented, would further limit the late fees charged to consumers in most instances, are expected to adversely impact the revenue recognized on our receivables.
−Removed: In order to mitigate these impacts and continue to serve consumers, we have worked collaboratively with our bank partners to assist them in taking a number of steps, from modifying products and policies (such as further tightening the criteria used to evaluate new loans) to changing prices (including increasing interest rates and fees charged to consumers).
−Removed: While our bank partners have the flexibility to unilaterally make changes to program offerings and must approve all changes to existing or new program offerings, we are only obligated to acquire receivables originated by the bank that utilized mutually agreed upon underwriting standards.
−Removed: The changes will take several quarters to fully implement.
−Removed: These modifications and the timing of the CFPB's rules implementation could result in changes to certain estimates such as credit losses, payment rates, servicing costs, discount rates and yields earned on credit card receivables and affect the reported amount (and changes thereon) of our Loans at fair value on our consolidated balance sheets and consolidated statements of income.
The fair value of loans we acquire associated with our retail partners are typically lower than the aggregate unpaid gross balance of the underlying loans due to loan originations by our bank partners that contain below market interest rates or fees charged to consumers.
2 unchanged sentences
This negative fair value assessment is included in Changes in fair value of loans on our consolidated statements of income.
−Removed: In cases where we acquire these below market receivables, we charge merchant fees to our retail partners to facilitate the transaction and ensure we earn adequate returns.
+Added: In cases where we acquire receivables below market rates, we charge merchant fees to our retail partners to facilitate the transaction and ensure we earn adequate returns.
These merchant fees are based on the value of the goods purchased from our retail partners, the consumer’s credit risk and the terms of our bank partners' related product offering.
10 unchanged sentences
Carrying Amount of Liabilities
−Removed: Loan purchase commitment
+Added: Bank partner fees
$ — $ — $ 28,668 $ 28,668
−Removed: Bank partner fees carried at fair value
+Added: Contingent consideration
$ — $ — $ 40,000 $ 40,000
11 unchanged sentences
Carrying Amount of Liabilities
+Added: Bank partner fees
+Added: $ — $ — $ 13,644 $ 13,644
+Added: Loan purchase commitment
+Added: $ — $ — $ 285 $ 285
Liabilities not carried at fair value
5 unchanged sentences
$ 281,703 $ — $ — $ 281,552
−Removed: Bank partner fees carried at fair value in accordance with ASC 815, "Derivatives and Hedging", reflect the estimated fair value of future compensation we owe our bank partners associated with the regulatory oversight they provide on our acquired receivables, the underlying accounts of which they continue to own and service.
+Added: Bank partner fees.
+Added: Bank partner fees carried at fair value in accordance with ASC 815, reflect the estimated fair value of future compensation we owe our bank partners associated with the regulatory oversight and other services they provide on our acquired receivables, the underlying accounts of which they continue to own and service.
This compensation is based on both a fixed and variable component, dependent on the underlying performance of the acquired receivables.
We estimate the present value of this compensation using internally-developed estimates of payment rates and discount rates.
−Removed: We recognize the fair value of these Bank partner fees within Card and loan servicing on the accompanying Consolidated Statements of Income on the date we acquire the underlying receivable.
+Added: We recognize the fair value of these Bank partner fees within Card and loan servicing on the accompanying consolidated statements of income on the date we acquire the underlying receivable with the corresponding liability recorded within Accounts payable and accrued expenses on the accompanying consolidated balance sheets.
+Added: Contingent consideration.
+Added: As part of our acquisition of Mercury, the seller has the opportunity under the purchase agreement to receive earn out payments for up to three years following the closing of the acquisition in an amount equal to 75 % of the amount by which the charge-offs of Mercury’s acquired receivables are less than agreed-upon charge-off levels over a limited period of time.
+Added: We have determined the contingent consideration meets the definition of a derivative instrument not designated as a hedge under ASC 815.
+Added: We have recorded the derivative at fair value within Accounts payable and accrued expenses on the accompanying consolidated balance sheets, calculated using internally-developed estimates in a Monte Carlo simulation.
+Added: For each simulation path, the contingent consideration payments are calculated based on the contractual terms, and then discounted at the term-matched risk free rate plus a credit spread.
+Added: The value of the contingent consideration is calculated as the average present value over all simulated paths.
+Added: Key assumptions used in the projection included the expected charge off rates and estimated volatility of these charge off rates.
+Added: We recognize changes in the fair value of this contingent consideration within Other operating expense on the accompanying consolidated statements of income with the corresponding liability recorded within Accounts payable and accrued expenses on the accompanying consolidated balance sheets.
For our credit and debt facilities where market prices are not available, we assess the fair value of these liabilities based on our estimate of future cash flows generated from their underlying credit card receivables collateral, net of servicing compensation required under the note facilities.
1 unchanged sentence
See Note 11, "Notes Payable," for further discussion on our other notes payable.
−Removed: Other Relevant Data
−Removed: Other relevant data (in thousands) as of December 31, 2024 and December 31, 2023 concerning certain assets and liabilities we carry at fair value are as follows:
−Removed: As of December 31, 2024
−Removed: Loans at Fair Value
−Removed: Loans at Fair Value Pledged as Collateral under Structured Financings
−Removed: Aggregate unpaid gross balance of loans carried at fair value
+Added: For Level 3 liabilities 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 years ended December 31, 2025:
+Added: Fair Value at
+Added: Fair Value at
+Added: January 1, 2025
+Added: Acquisition of Mercury
+Added: Changes in fair value of liabilities, included in earnings
+Added: December 31, 2025
+Added: Bank partner fees
$ 13,644 $ 9,194 $ 5,830 $ 28,668
−Removed: Aggregate unpaid principal balance included within loans at fair value
+Added: Contingent consideration
$ - $ 40,000 $ - $ 40,000
−Removed: Aggregate fair value of loans at fair value
+Added: The following key unobservable assumptions were used in the fair value measurement of our liabilities carried at fair value:
+Added: December 31, 2025
+Added: Weighted Average
+Added: Bank partner fees
+Added: Customer Payment Rate
5.7 % - 10.1 % 8.4 %
−Removed: Aggregate fair value of loans at fair value that are 90 days or more past due (which also coincides with finance charge and fee non-accrual policies)
−Removed: Unpaid principal balance of loans at fair value and are 90 days or more past due (which also coincides with finance charge and fee non-accrual policies) over the fair value of such loans, interest and fees receivable
+Added: Discount Rate
8.5 % - 12.5 % 9.7 %
−Removed: As of December 31, 2023
−Removed: Loans at Fair Value
+Added: Contingent consideration
+Added: Charge-off rate
+Added: 16.2 %- 24.0 % 19.8 %
+Added: Charge-off volatility
+Added: Other Relevant Data
+Added: Other relevant data (in thousands) as of December 31, 2025 and December 31, 2024 concerning certain assets and liabilities we carry at fair value are as follows:
Loans at Fair Value Pledged as Collateral under Structured Financings
+Added: As of December 31, 2025
+Added: As of December 31, 2024
Aggregate unpaid gross balance of loans carried at fair value
5 unchanged sentences
Aggregate fair value of loans at fair value that are 90 days or more past due (which also coincides with finance charge and fee non-accrual policies)
+Added: $ 57,624 $ 32,781
Unpaid principal balance of loans at fair value and are 90 days or more past due (which also coincides with finance charge and fee non-accrual policies) over the fair value of such loans, interest and fees receivable
3 unchanged sentences
Data processing and telephone equipment
+Added: $ 1,484 $ 871
Furniture and fixtures
13 unchanged sentences
We consolidate VIEs when we hold a variable interest and we have exposure to loss that has the potential to be significant and therefore, are the primary beneficiary.
−Removed: Through our role as servicer, we have the power to direct activities to service the receivables (in accordance with defined servicing procedures), and as such, have the ability to significantly impact the economic performance of those VIEs.
+Added: Through our role as servicer, we have the responsibility to service the receivables (in accordance with defined servicing procedures on behalf of our bank partner), and as such, have the ability to significantly impact the economic performance of those VIEs.
In certain circumstances we guarantee the performance of the underlying debt or agree to contribute additional collateral when necessary, which results in retention of exposure to loss that has the potential to be significant.
15 unchanged sentences
$ 5,739.1 $ 2,128.0
−Removed: We have operating leases primarily associated with our corporate offices and regional service centers as well as for certain equipment.
+Added: We have operating leases primarily associated with our corporate offices, ancillary office locations associated with our recent acquisition of Mercury and regional service centers.
+Added: Additionally, we have operating leases for certain equipment.
Our leases have remaining lease terms of 1 to 10 years, some of which include options, at our discretion, to extend the leases for additional periods generally on one -year revolving periods.
27 unchanged sentences
Operating lease liabilities
+Added: As part of our recent acquisition of Mercury, we assumed two separate operating leases for offices in Wilmington, Delaware and Austin, Texas.
+Added: The leases cover approximately 30,000 square feet combined and have remaining terms of approximately 2 and 1 years, respectively.
+Added: Obligations under these leases are included in the tables above.
+Added: A right-of-use asset and liability was recorded associated with these leases.
In August 2021, we entered into an operating lease agreement for our corporate headquarters in Atlanta, Georgia (the "Headquarters lease") with an unaffiliated third party.
6 unchanged sentences
The other lease terms for the Expansion space are the same as those for the initial space leased under the Headquarters lease.
−Removed: The total remaining commitment under this lease is approximately $ 32.5 million and is included in the table above.
+Added: The total remaining commitment under the Headquarters lease and Expansion space lease is approximately $ 30.1 million and is included in the table above.
In addition, we occasionally lease certain equipment under cancelable and non-cancelable leases, which are accounted for as capital leases in our consolidated financial statements.
1 unchanged sentence
Notes Payable
+Added: Maturities and paydown requirements on notes payable, senior notes and other debt are as follows (in millions):
+Added: Revolving credit facilities
+Added: Senior Notes and Other debt
+Added: $ 688.1 $ 141.0 $ 829.1
+Added: $ 2,010.4 $ - $ 2,010.4
+Added: $ 1,411.9 $ - $ 1,411.9
+Added: $ 1,238.9 $ 181.0 $ 1,419.9
+Added: $ 493.1 $ 400.0 $ 893.1
Notes Payable, at Face Value
−Removed: Other notes payable outstanding as of December 31, 2024 and December 31, 2023 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);
+Added: Notes payable outstanding (as amended) as of December 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:
+Added: Outstanding as of
December 31, 2025
1 unchanged sentence
Revolving credit facilities at a weighted average interest rate equal to 7.1 % as of December 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 $ 7,340.6 million as of December 31, 2025 ($ 2,723.5 million as of December 31, 2024)
−Removed: Revolving credit facility, not to exceed $ 65.0 million (expiring December 1, 2026 ) (1) (2) (3)
+Added: Maturity date
+Added: Interest rate (6)
+Added: Amortization period (months) (7)
+Added: Committed capacity
+Added: Revolving credit facility (1) (2)
+Added: December 2028
+Added: SOFR plus 2.25 %- 2.60 %
$ 65.0 $ 24.9 $ 36.1
−Removed: Revolving credit facility, not to exceed $ 50.0 million (expiring October 30, 2026 ) (2) (3) (4) (5)
−Removed: Revolving credit facility, not to exceed $ 100.0 million (expiring December 15, 2025 ) (2) (3) (4) (5) (6)
−Removed: Revolving credit facility, not to exceed $ 75.0 million (expiring July 20, 2026 ) (2) (3) (4) (5)
−Removed: Revolving credit facility, not to exceed $ 20.0 million (expiring April 10, 2025 ) (2) (3) (4) (5)
−Removed: Revolving credit facility, not to exceed $ 250.0 million, repaid in May 2024
−Removed: Revolving credit facility, not to exceed $ 50.0 million (expiring July 15, 2027 ) (2) (3) (4) (5)
−Removed: Revolving credit facility, not to exceed $ 300.0 million (expiring December 15, 2026 ) (3) (4) (5) (6)
−Removed: Revolving credit facility, not to exceed $ 283.3 million (expiring May 15, 2026 ) (3) (4) (5) (6)
−Removed: Revolving credit facility, not to exceed $ 325.0 million (expiring November 15, 2028 ) (2) (3) (4) (5) (6)
−Removed: Revolving credit facility, not to exceed $ 158.3 million (expiring August 5, 2026 ) (2) (3) (4) (5) (6)
−Removed: Revolving credit facility, not to exceed $ 100.0 million (expiring March 15, 2027 ) (3) (4) (5) (6)
−Removed: Revolving credit facility, not to exceed $ 25.0 million (expiring August 30, 2027 ) (2) (3) (4) (5)
−Removed: Revolving credit facility, not to exceed $ 300.0 million (expiring February 15, 2028 ) (3) (4) (5) (6)
−Removed: Revolving credit facility, not to exceed $ 150.0 million (expiring May 17, 2027 ) (3) (4) (5) (6)
−Removed: Revolving credit facility, not to exceed $ 250.0 million (expiring November 15, 2028 ) (3) (4) (5) (6)
−Removed: Revolving credit facility, not to exceed $ 150.0 million (expiring March 29, 2025 ) (3) (4) (5) (6)
−Removed: Revolving credit facility, not to exceed $ 32.8 million (expiring March 29, 2025 ) (3) (4) (5)
−Removed: Revolving credit facility, not to exceed $ 100.0 million (expiring January 16, 2029 ) (3) (4) (5) (6)
+Added: Revolving credit facility (2) (3)
+Added: SOFR plus 3.00%
+Added: Revolving credit facility (2) (3)
+Added: Term SOFR plus 3.60%
+Added: 75.0 74.6 74.6
+Added: Revolving credit facility (2) (3)
+Added: Term SOFR plus 2.85%
+Added: 40.0 12.2 14.5
+Added: Revolving credit facility (2) (3)
+Added: 75.0 51.1 50.0
+Added: Revolving credit facility (2) (3) (4)
+Added: 325.0 325.0 325.0
+Added: Revolving credit facility (2) (3) (4)
+Added: Term SOFR plus 1.80 %- 6.85 %
+Added: Revolving credit facility (2) (3)
+Added: Term SOFR plus 3.50%
+Added: Revolving credit facility (3) (4)
+Added: September 2029
+Added: 300.0 300.0 300.0
+Added: Revolving credit facility (3) (4)
+Added: November 2029
+Added: 250.0 250.0 250.0
+Added: Revolving credit facility (3) (4)
+Added: 100.0 100.0 100.0
+Added: Revolving credit facility (3) (4)
+Added: September 2029
+Added: 200.0 200.0 —
+Added: Revolving credit facility (3) (4)
+Added: September 2027
+Added: Commercial paper rate (3.99%) plus 2.00 %
+Added: 200.0 100.0 —
+Added: Revolving credit facility (3) (4)
+Added: December 2030
+Added: 350.0 350.0 —
+Added: Revolving credit facility (3) (4)
+Added: 125.0 125.0 —
+Added: Revolving credit facility (3) (4)
+Added: February 2030
+Added: 200.0 200.0 —
+Added: Revolving credit facility (3) (4) (5)
+Added: Term SOFR plus 2.40 %- 7.80 %
+Added: 361.9 361.9 —
+Added: Revolving credit facility (3) (4) (5)
+Added: Commercial paper rate (3.99% as of December 31, 2025) plus 2.25 % OR Term SOFR plus 8.15 % based on class of notes
+Added: 379.1 223.0 —
+Added: Revolving credit facility (3) (4) (5)
+Added: 700.0 700.0 —
+Added: Revolving credit facility (3) (4) (5)
+Added: Commercial paper rate (4.09% as of December 31, 2025) plus 2.15 % OR Term SOFR plus 8.50 % dependent on class of notes
+Added: 374.0 313.0 —
+Added: Revolving credit facility (3) (4) (5)
+Added: Term SOFR plus 2.00 %- 7.50 %
+Added: 500.0 500.0 —
+Added: Revolving credit facility (3) (4)
+Added: 300.0 300.0 —
+Added: Revolving credit facility (3) (4)
+Added: September 2031
+Added: 500.0 500.0 —
+Added: Revolving credit facility (3) (4)
+Added: December 2031
+Added: 750.0 750.0 —
+Added: Revolving credit facility
+Added: Term SOFR plus 3.00%
+Added: Revolving credit facility (2) (3)
+Added: November 2026
+Added: Term SOFR plus 3.75%
+Added: Revolving credit facility (2) (3)
+Added: Term SOFR plus 2.50%
Other facilities
−Removed: Unsecured term debt (repaid in August 2024 ) with a weighted average interest rate equal to 8.0 % (3)
Total notes payable before unamortized debt issuance costs and discounts
6 unchanged sentences
These notes reflect modifications to either extend the maturity date, increase the loan amount or both, and are treated as accounting modifications.
−Removed: See below for additional information.
−Removed: ( 4 ) Loans are subject to certain affirmative covenants tied to default rates and other performance metrics the failure of which could result in required early repayment of the remaining unamortized balances of the notes.
Loans are associated with VIEs.
1 unchanged sentence
Creditors do not have recourse against the general assets of the Company but only to the collateral within the VIEs.
+Added: ( 5 ) Notes payable assumed as part of acquisition of Mercury.
+Added: ( 6 ) For fixed rate debt instruments, interest rate is shown as a weighted average.
+Added: Rates shown do not include the impact of the amortization of debt issuance costs or debt discounts.
+Added: ( 7 ) Amortization period (months) reflects the scheduled paydown period prior to the stated Maturity date.
As of December 31, 2025 , the Prime Rate was 6.75 %, the Term Secured Overnight Financing Rate ("Term SOFR") was 3.69 % and the Secured Overnight Financing Rate ("SOFR") was 3.87 %.
−Removed: 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 December 31, 2024 ).
−Removed: 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 %.
−Removed: The facility matures on October 30, 2026 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.
−Removed: The facility is guaranteed by Atlanticus, which is required to maintain certain minimum liquidity levels.
−Removed: 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 $ 36.1 million was drawn as of December 31, 2024 ).
−Removed: 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.
−Removed: The loan is subject to certain affirmative covenants, including a coverage ratio, a leverage ratio and a collateral performance test, the failure of which could result in required early repayment of all or a portion of the outstanding balance.
−Removed: 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.
−Removed: As of December 31, 2024 , the facility's borrowing limit was $ 65.0 million and the facility matures on December 1, 2026.
−Removed: 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.
−Removed: 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 $ 74.6 million was drawn as of December 31, 2024 ).
−Removed: 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 %.
−Removed: An amendment was completed in December 2024 that extended the maturity to July 20, 2026.
−Removed: There were no other material changes to the existing terms.
−Removed: The facility is subject to certain affirmative covenants, including payment, delinquency and charge-off tests, the failure of which could result in required early repayment of all or a portion of the outstanding balance.
−Removed: The note is guaranteed by Atlanticus.
−Removed: 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 December 31, 2024 ) that can be drawn upon to the extent of outstanding eligible receivables.
−Removed: The interest rate on the notes equals the SOFR plus 3.75 %.
−Removed: 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.
−Removed: As of December 31, 2024 , the aggregate borrowing limit was $ 100.0 million.
−Removed: In June 2019, we (through a wholly owned subsidiary) entered a revolving credit facility with a (as subsequently amended) $ 20.0 million revolving borrowing limit that is available to the extent of outstanding eligible principal receivables (of which $ 14.5 million was drawn as of December 31, 2024 ).
−Removed: 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 Prime Rate.
−Removed: The facility matures on April 10, 2025.
−Removed: The note is guaranteed by Atlanticus.
−Removed: In August 2019, Atlanticus Holdings Corporation issued a $ 17.4 million term note, which was repaid in August 2024.
−Removed: In October 2020, we (through a wholly owned subsidiary) sold $ 250.0 million of ABS secured by certain private label credit receivables.
−Removed: A portion of the proceeds from the sale was used to pay down our existing term ABS associated with our private label credit receivables, noted above, and the remaining proceeds were used to fund the acquisition of receivables.
−Removed: The facility was repaid in May 2024.
−Removed: 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 $ 50.0 million was drawn as of December 31, 2024 ) that is available to the extent of outstanding eligible principal receivables.
−Removed: 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 %.
−Removed: 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.
−Removed: The note is guaranteed by Atlanticus, which is required to maintain certain minimum liquidity levels.
−Removed: In June 2021, we (through a wholly owned subsidiary) sold $ 300.0 million of ABS secured by certain credit card receivables (expiring May 15, 2026 through December 15, 2026).
−Removed: The terms of the ABS allow for a four -year revolving structure with a subsequent 11 -month to 18 -month amortization period.
−Removed: The weighted average interest rate on the securities is fixed at 4.24 %.
−Removed: 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).
−Removed: The terms of the ABS allow for a three -year revolving structure with a subsequent 18 -month amortization period.
−Removed: The weighted average interest rate on the securities is fixed at 3.53 %.
−Removed: 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 December 31, 2024 ) secured by certain credit card receivables (expiring November 15, 2028).
−Removed: The terms of the ABS allow for a five -year revolving structure with a subsequent 18 -month amortization period.
−Removed: The weighted average interest rate on the securities is fixed at 6.33 %.
−Removed: 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 December 31, 2024) that can be drawn upon to the extent of outstanding eligible receivables.
−Removed: The interest rate on the notes is based on the Term SOFR plus 4.2 %.
−Removed: The facility matures on (as subsequently amended) August 5, 2026.
−Removed: In September 2022, we (through a wholly owned subsidiary) sold $ 100.0 million of ABS secured by certain private label credit receivables (expiring March 15, 2027).
−Removed: A portion of the proceeds from the sale was used to pay down other revolving facilities associated with our private label credit receivables, noted above, and the remaining proceeds have been invested in the acquisition of receivables.
−Removed: The terms of the ABS allow for a 3 -year revolving structure with an 18 -month amortization period.
−Removed: The weighted average interest rate on the securities is fixed at 7.32 %.
−Removed: 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 December 31, 2024).
−Removed: 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 %.
−Removed: The facility matures on (as subsequently amended) August 30, 2027 and is subject to certain covenants and restrictions of which the failure could result in required early repayment of all or a portion of the outstanding balance.
−Removed: The note is guaranteed by Atlanticus.
−Removed: September 2023, we (through a wholly owned subsidiary) sold
−Removed: $ 300.0 million of ABS secured by certain credit card receivables (expiring
−Removed: February 15, 2028).
−Removed: A portion of the proceeds from the sale was used to pay down other facilities associated with our credit card receivables, noted above, and the remaining proceeds have been invested in the acquisition of receivables.
−Removed: The terms of the ABS allow for a
−Removed: three -year revolving structure with a subsequent
−Removed: 18 -month amortization period.
−Removed: The weighted average interest rate on the securities is fixed at
−Removed: In November 2023, we (through a wholly owned subsidiary) sold $ 150.0 million of ABS secured by certain private label credit receivables (expiring May 17, 2027).
−Removed: A portion of the proceeds from the sale was used to pay down other revolving facilities associated with our private label credit receivables, noted above, and the remaining proceeds have been invested in the acquisition of receivables.
−Removed: The terms of the ABS allow for a 2 -year revolving structure with an 18 -month amortization period.
−Removed: The weighted average interest rate on the securities is fixed at 9.39 %.
−Removed: In May 2024, we (through a wholly owned subsidiary) sold $ 250.0 million of ABS secured by certain private label credit receivables (expiring November 15, 2028).
−Removed: A portion of the proceeds from the sale was used to pay down other revolving facilities associated with our private label credit receivables, noted above, and the remaining proceeds were invested in the acquisition of receivables.
−Removed: The terms of the ABS allow for a 3 -year revolving structure with an 18 -month amortization period.
−Removed: The weighted average interest rate on the securities is fixed at 8.86 %.
−Removed: In July 2024, we (through a wholly owned subsidiary) sold $ 150.0 million of ABS secured by certain private label credit receivables (expiring March 29, 2025) of which $ 140.0 million was drawn as of December 31, 2024 .
−Removed: The proceeds were invested in the acquisition of receivables.
−Removed: 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 %.
−Removed: In conjunction with this financing, we (through as wholly owned subsidiary) also entered a revolving credit facility with a $ 32.8 million revolving limit (expiring March 29, 2025) of which $ 30.0 million was drawn as of December 31, 2024 .
−Removed: This facility is secured by related restricted cash and accrues interest at an annual rate equal to the Term SOFR plus 2.5 %.
−Removed: The revolving credit facility of $ 30.0 million was paid down in March 2025.
−Removed: 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).
−Removed: The terms of the ABS allow for a 30 -month revolving structure with a subsequent 18 -month amortization period.
−Removed: The weighted average interest rate on the securities is fixed at 7.78 %.
+Added: Revolving loans in the table above may be drawn upon to the extent of outstanding eligible receivables.
+Added: Revolving loans are also subject to some or all of the following affirmative covenants (among others):
+Added: coverage ratios, leverage ratios, liquidity, eligibility, payment, delinquency, charge off or collateral performance tests, the failure of which could result in required early repayment of all or a portion of the outstanding balance.
As of December 31, 2025, we were in compliance with the covenants underlying our various notes payable and credit facilities.
+Added: The following facilities were repaid during the period:
+Added: In June 2021, we (through a wholly owned subsidiary) sold $ 300.0 million of ABS.
+Added: The facility was repaid in November 2025 ( $ 300.0 million outstanding at December 31, 2024).
+Added: In November 2021, we (through a wholly owned subsidiary) sold $ 300.0 million of ABS.
+Added: The facility was repaid in May 2025 ( $ 283.3 million outstanding at December 31, 2024).
+Added: In September 2022, we (through a wholly owned subsidiary) sold $ 100.0 million of ABS.
+Added: The facility was repaid in July 2025 ( $ 100.0 million outstanding at December 31, 2024).
+Added: In November 2023, we (through a wholly owned subsidiary) sold $ 150.0 million of ABS.
+Added: The facility was repaid in November 2025 ( $ 150.0 million outstanding at December 31, 2024).
+Added: In July 2024, we (through a wholly owned subsidiary) sold $ 150.0 million of ABS secured by certain private label credit receivables.
+Added: In conjunction with this financing, we (through a wholly owned subsidiary) also entered a revolving credit facility with a $ 32.8 million revolving limit.
+Added: The facilities were repaid April 2025 ($ 140.0 million and $ 30.0 million outstanding, respectively, at December 31, 2024).
Senior Notes, net
7 unchanged sentences
Amortization of these fees for the years ended December 31, 2025 and 2024 totaled $ 1.4 million and $ 1.4 million, respectively.
−Removed: We repurchased $ 0.4 and $ 1.4 million of the outstanding principal amount of these 2026 Senior Notes in the years ended December 31, 2024 and 2023, respectively.
+Added: We repurchased $ 12.5 million and $ 0.4 million of the outstanding principal amount of these 2026 Senior Notes in the years ended December 31, 2025 and 2024, respectively.
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.
+Added: Amortization of these fees for the years ended December 31, 2025 and 2024 totaled $ 1.4 million and $ 0.8 million, respectively.
+Added: In August 2025, we issued $ 400.0 million principal amount of 9.750 % Senior Notes due 2030 (the "2030 Senior Notes").
+Added: The 2030 Senior Notes bear interest at the rate of 9.75 % per annum.
+Added: Interest on the 2030 Senior Notes is payable semi-annually in arrears on March 1 and September 1 of each year.
+Added: The 2030 Senior Notes will mature on September 1, 2030.
+Added: We are amortizing fees associated with the issuance of the 2030 Senior Notes into interest expense over the expected life of such notes.
Amortization of these fees for the year ended December 31, 2025 totaled $ 0.3 million.
−Removed: The 2026 Senior Notes and 2029 Senior Notes are collectively included on our consolidated balance sheet as "Senior Notes, net." See Note 4 "Shareholders' Equity and Preferred Stock" for more information.
+Added: The 2026 Senior Notes, 2029 Senior Notes and 2030 Senior Notes are collectively included on our consolidated balance sheet as "Senior Notes, net." See Note 5 "Shareholders' Equity and Preferred Stock" for more information.
Commitments and Contingencies
18 unchanged sentences
Concentrations
−Removed: We acquire all of our fair value receivables under agreements with two third -party originating institutions.
−Removed: Our top five retail partnerships accounted for over 75 % of our private label receivables outstanding as of December 31, 2024.
+Added: We acquire all of our fair value receivables under agreements with three third -party originating institutions.
+Added: Our top five retail partnerships accounted for 85 % of our private label credit receivables outstanding as of December 31, 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.
11 unchanged sentences
There are currently no pending legal proceedings that are expected to be material to us.
−Removed: Deferred tax assets and liabilities reflect the effects of tax losses, credits, and the future income tax effects of temporary differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates that apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
−Removed: The current and deferred portions (in thousands) of our federal, foreign, and state and other income tax expenses or benefits are as follows:
+Added: Deferred tax assets and liabilities reflect the tax effects of temporary differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates that apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
+Added: The current and deferred portions (in thousands) of our federal, foreign, and state and local income tax expenses or benefits are as follows:
For the Year Ended December 31,
9 unchanged sentences
$ ( 119 ) $ ( 142 )
−Removed: Deferred tax (expense) benefit
+Added: Deferred tax (expense)
Total foreign income tax (expense)
$ ( 123 ) $ ( 143 )
−Removed: State and other income tax (expense):
−Removed: Current tax benefit (expense)
+Added: State income tax (expense):
+Added: Current tax (expense) benefit
$ ( 535 ) $ 248
1 unchanged sentence
( 6,512 ) ( 5,546 )
−Removed: Total state and other income tax (expense)
+Added: Total state income tax (expense)
$ ( 7,047 ) $ ( 5,298 )
1 unchanged sentence
$ ( 39,104 ) $ ( 28,471 )
−Removed: We experienced an effective income tax expense rate of 20.4 % and 20.6 % for the years ended December 31, 2024, and December 31, 2023, respectively.
−Removed: Our effective income tax expense rate for the year ended December 31, 2024, is below the statutory rate principally due to ( 1 ) our deduction for income tax purposes of amounts characterized in our consolidated financial statements as dividends on a preferred stock issuance, such amounts constituting deductible interest expense on a debt issuance for tax purposes and ( 2 ) a loss related to our unrecovered investment in a foreign subsidiary which ceased operations during the year and with respect to which we had used “permanently reinvested earnings” accounting in our consolidated financial statements.
−Removed: Our effective income tax expense rate for the year ended December 31, 2023, is below the statutory rate principally due to our deduction for income tax purposes of amounts characterized in our consolidated financial statements as dividends on a preferred stock issuance, such amounts constituting deductible interest expense on a debt issuance for tax purposes.
−Removed: Further details related to the above are reflected in the table below reconciling our effective income tax expense rate to the statutory rate.
+Added: We experienced effective income tax rates of 24.2 % and 20.4 % for the years ended December 31, 2025, and December 31, 2024, respectively.
+Added: Our effective income tax rate for the year ended December 31, 2025, is above the statutory rate principally due to our expenses for ( 1 ) state income taxes, including the effects of law changes enacted in the year ended December 31, 2025, in certain states in which we operate and ( 2 ) taxes on global intangible low-taxed income.
+Added: Offsetting the foregoing items were the tax effects of deductions associated with ( 1 ) exercises of stock options and vestings of restricted stock at the times when the fair value of our stock exceeded such share-based awards’ grant date values and ( 2 ) amounts characterized in our condensed consolidated financial statements as dividends on preferred stock (which was outstanding until its redemption in the first quarter of 2025 ), such amounts which constituted deductible interest expense on debt for tax purposes.
+Added: Our effective income tax rate for the year ended December 31, 2024, is below the statutory rate principally due to the tax effects of deductions associated with ( 1 ) amounts characterized in our consolidated financial statements as dividends on a preferred stock issuance, such amounts constituted which deductible interest expense on debt for tax purposes and ( 2 ) a loss related to our unrecovered investment in a foreign subsidiary which ceased operations during the year and with respect to which we had used “permanently reinvested earnings” accounting in our consolidated financial statements.
We report income tax-related interest and penalties (including those associated with both our accrued liabilities for uncertain tax positions and unpaid tax liabilities) within our income tax line item on our consolidated statements of income.
1 unchanged sentence
We recognized $ 0.2 million and $ 0.6 million in potential interest associated with uncertain tax positions during the years ended December 31, 2025, and December 31, 2024, respectively.
−Removed: The following table reconciles the statutory federal expense rate to our effective income tax expense rate for 2024 and 2023:
+Added: We adopted ASU 2023 - 09, Income Taxes (Topic 740 ):
+Added: Improvements to Income Tax Disclosures, for the year ended December 31, 2025, and elected to apply the standard retrospectively to all periods presented.
+Added: Reconciliations of the statutory U.S.
+Added: federal income tax rate to our effective income tax rates for the years ended December 31, 2025, and December 31,2024, is presented accordingly as follows (dollar amounts in thousands):
For the Year Ended December 31,
−Removed: Statutory federal expense rate
+Added: Statutory federal rate
+Added: $ 33,875 21.0 % $ 29,351 21.0 %
(Decrease) increase in statutory federal tax expense rate resulting from:
−Removed: Share-based compensation
+Added: State and local income taxes, net of federal income tax effects (1)
5,635 3.5 4,223 3.0
−Removed: Section 162(m) of the Code executive compensation deduction limitations
−Removed: Net interest and penalties related to uncertain tax positions and unpaid tax liabilities
−Removed: Interest expense on preferred stock classified as debt for tax purposes
+Added: Foreign tax effects
( 262 ) ( 0.2 ) ( 287 ) ( 0.2 )
−Removed: Foreign taxes
+Added: Effects of cross-border tax laws
385 0.2 430 0.3
−Removed: State taxes, net of valuation allowance changes affecting the provision of income taxes and federal tax benefit
−Removed: Prior year provision to return reconciling items, tax effects of non-controlling interests, and other
( 235 ) ( 0.1 ) ( 598 ) ( 0.4 )
−Removed: Global intangible low-taxed income tax
+Added: Nontaxable or nondeductible items
+Added: Interest expense on preferred stock classified as debt for tax purposes
+Added: ( 294 ) ( 0.2 ) ( 3,151 ) ( 2.3 )
Loss on foreign subsidiary liquidation
+Added: — — ( 2,086 ) ( 1.5 )
+Added: 229 0.1 492 0.4
+Added: Changes in unrecognized tax benefits
+Added: ( 229 ) ( 0.1 ) 97 0.1
Effective income tax expense rate
−Removed: As of December 31, 2024, and December 31, 2023, the respective significant components (in thousands) of our deferred tax assets and liabilities (which are included as a component of our Income tax liability on our consolidated balance sheets) were:
+Added: $ 39,104 24.2 % $ 28,471 20.4 %
+Added: ( 1 ) State taxes in California, Georgia, Texas, and New Jersey comprised the majority of the tax effect in this category for the year ended December 31, 2025, and state taxes in California, Massachusetts, New York, and Colorado comprised the majority of the tax effect in this category for the year ended December 31, 2024.
+Added: For the Year Ended December 31,
+Added: Income Taxes Paid, Net of Refunds, by Jurisdiction:
+Added: State and Local
+Added: $ 1,034 $ 229
+Added: Income taxes paid (net of refunds) exceed 5 percent of total income taxes paid (net of refunds) in the following jurisdictions:
+Added: State and Local
+Added: New York City
+Added: * Jurisdiction below the threshold for the period presented.
+Added: As of December 31, 2025, and December 31, 2024, the respective significant component (in thousands) of our deferred tax assets and liabilities (which are included as a component of our Income tax liability on our consolidated balance sheets) were:
As of December 31,
3 unchanged sentences
Provision for credit loss
−Removed: Credit card and other loans receivable fair value election differences
−Removed: 23,863 54,208
Equity-based compensation
Accrued expenses
+Added: Credit card and other loans receivable fair value election differences
+Added: 77,598 23,863
Accruals for state taxes and interest associated with unrecognized tax benefits and unpaid accrued tax liabilities
2 unchanged sentences
Federal credit carryforwards
−Removed: Foreign net operating loss carryforwards
State tax benefits, primarily from net operating losses
11 unchanged sentences
( 1,672 ) ( 1,291 )
−Removed: Market discount on acquired marked discount bonds
+Added: Market discount on loans
( 366,522 ) ( 219,762 )
Deferred costs
−Removed: ( 31 ) ( 24 )
Deferred tax (liabilities), gross
2 unchanged sentences
$ ( 157,425 ) $ ( 118,771 )
−Removed: We undertook a detailed review of our deferred assets taxes and determined that valuation allowances were required for certain deferred tax assets in state tax jurisdictions within the U.S.
+Added: We undertook a detailed review of our deferred asset taxes and determined that valuation allowances were required for certain deferred tax assets in state jurisdictions within the U.S.
We reduce our deferred tax assets by valuation allowances if it is more likely than not that some or all of the deferred tax assets will not be realized.
1 unchanged sentence
In making our valuation allowance determinations, we consider all available positive and negative evidence affecting specific deferred tax assets, including our past and anticipated future performance, the reversal of deferred tax liabilities, the length of carry-back and carry-forward periods, and the implementation of tax planning strategies.
−Removed: Because our valuation allowance evaluations require consideration of future events, significant judgment is required in making the evaluations, and our conclusions could be materially different if our expectations are not met.
+Added: Because our valuation allowance evaluations require consideration of future events, significant judgment is required in making the evaluations, and our conclusions could be materially different from actual results if our expectations are not met.
Our valuation allowances totaled $ 12.6 million and $ 14.3 million as of December 31, 2025, and December 31, 2024, respectively.
−Removed: Certain of our deferred tax assets relate to federal and state net operating losses and federal tax credit carryforwards, and we have no other net operating loss, or credit carryforwards other than those noted herein.
+Added: Certain of our deferred tax assets relate to federal and state net operating losses and federal tax credit carryforwards, and we have no other net other net operating loss, or credit carryforwards other than those noted herein.
We have recorded a federal deferred tax asset of $ 109.8 million (based on indefinite-lived federal net operating loss carryforwards of $ 517.8 million and federal tax credit carryforwards of $ 1.1 million).
−Removed: We have recorded state deferred tax assets of $ 24.8 million based on state net operating loss carryforwards, some of which are indefinite-lived and some of which expire in various years beginning in 2025;
+Added: We have recorded state deferred tax assets of $ 27.4 million based on state net operating loss carryforwards, some of which as indefinite-lived and some of which expire in various years beginning in 2026;
valuation allowances of $ 12.6 million have been recorded, however, against the $ 27.4 million of such state deferred tax assets.
−Removed: Our subsidiaries file federal, foreign, and/or state and other income tax returns.
+Added: Our subsidiaries file federal, foreign, and state and local income tax returns.
In the normal course of our business, we are subject to examination by taxing authorities throughout the world, including such major jurisdictions as the U.S.
−Removed: and various U.S.
−Removed: states and territories.
−Removed: With a few exceptions of a non-material nature, we are no longer subject to federal, state, local, or income tax examinations for years prior to 2020.
+Added: and various U.S territories and states and local jurisdictions.
+Added: With a few exceptions of a non-material nature, we are no longer subject to federal, state and local, or foreign tax examinations for years prior to 2021.
Reconciliations (in thousands) of our unrecognized tax benefits (excluding accrued interest related thereto of $ 0.2 million as of December 31, 2025, and $ 1.3 million as of December 31, 2024) from the beginning to the end of 2025 and 2024, respectively, are as follows:
3 unchanged sentences
Additions based on tax positions related to prior years
+Added: ( 181 ) ( 8 )
Additions based on tax positions related to the current year
9 unchanged sentences
The following table sets forth the computations of net income attributable to controlling interests per share of common stock (in thousands, except per share data):
+Added: For the Year Ended
Net income attributable to controlling interests
18 unchanged sentences
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 year ended December 31, 2024.
−Removed: 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 year ended December 31, 2023.
+Added: There were no such anti-dilutive stock options for the year ended December 31, 2025.
For the years ended December 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.
8 unchanged sentences
Restricted Stock and Restricted Stock Units
−Removed: During the years ended December 31, 2024 and 2023, we granted 205,301 shares and 148,546 shares of restricted stock and restricted stock units (net of any forfeitures), respectively, with aggregate grant date fair values of $ 6.3 million and $ 3.7 million, respectively.
+Added: During the years ended December 31, 2025 and 2024, we had grants (net of forfeitures) of 109,109 shares and 205,301 shares of restricted stock and restricted stock units, respectively, with aggregate grant date fair values $ 6.8 million and $ 6.3 million, respectively.
We incurred expenses of $ 4.3 million and $ 3.8 million during the years ended December 31, 2025 and 2024, respectively, related to restricted stock awards.
16 unchanged sentences
The option period may not exceed 10 years from the date of grant.
−Removed: We had expense of $ 0.1 million and $ 0.7 million related to stock option-related compensation costs during the years ended December 31, 2024 and 2023, respectively.
+Added: We had expense of $ 0.1 million related to stock option-related compensation costs during the year ended December 31, 2024.
+Added: There was 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
−Removed: ( 13,333 ) $ 27.48
Outstanding at December 31, 2025
10 unchanged sentences
Grant date fair value of shares vested
−Removed: $ 1,071 $ 1,435
No options were issued during the years ended December 31, 2025 and 2024.
−Removed: We had $ 0.0 million and $ 0.1 million of unamortized deferred compensation costs associated with non-vested stock options as of December 31, 2024 and 2023, respectively, with a weighted average remaining amortization period of 0.0 years as of December 31, 2024.
+Added: We had no unamortized deferred compensation costs associated with non-vested stock options as of both December 31, 2025 and 2024.
Upon exercise of outstanding options, the Company issues new shares.
41 unchanged sentences
and ( 2 ) nonrecognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date.
−Removed: We have evaluated subsequent events occurring after December 31, 2024 , and based on our evaluation we did not identify any recognized or nonrecognized subsequent events that would have required further adjustments to our consolidated financial statements other than the developments described below.
−Removed: In March 2025, we redeemed the remaining 50.0 million of Class B preferred units at $ 1.00 per unit plus accrued but unpaid interest thereon.
+Added: We have evaluated subsequent events occurring after December 31, 2025 , and based on our evaluation we did not identify any recognized or nonrecognized subsequent events that would have required further adjustments to our consolidated financial statements.
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.