What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-07 compared with 2025-11-10 · 285 added, 632 removed, 786 unchanged (54% of the section changed)

3 unchanged sentences

(Dollars in thousands)

September 30,

Unrestricted cash and cash equivalents (including $ 170.5 million and $ 140.2 million associated with variable interest entities at September 30, 2025 and December 31, 2024, respectively)

Cash and cash equivalents (including $ 234.4 million and $ 209.6 million associated with variable interest entities at March 31, 2026 and December 31, 2025, respectively)

$ 651,128 $ 621,093

Restricted cash and cash equivalents (including $ 73.6 million and $ 98.8 million associated with variable interest entities at September 30, 2025 and December 31, 2024, respectively)

Restricted cash and cash equivalents (including $ 126.2 million and $ 117.6 million associated with variable interest entities at March 31, 2026 and December 31, 2025, respectively)

152,931 146,314

Loans at fair value (including $ 6,200.6 million and $ 2,542.9 million associated with variable interest entities at September 30, 2025 and December 31, 2024, respectively)

Loans at fair value (including $ 6,337.6 million and $ 6,522.9 million associated with variable interest entities at March 31, 2026 and December 31, 2025, respectively)

6,452,121 6,647,882

Loans at amortized cost, net (including $ 4.6 million and $ 4.9 million of allowance for credit losses at September 30, 2025 and December 31, 2024, respectively;

and $ 21.5 million and $ 19.8 million of deferred revenue at September 30, 2025 and December 31, 2024, respectively)

Loans at amortized cost, net (including $ 3.8 million and $ 4.1 million of allowance for credit losses at March 31, 2026 and December 31, 2025, respectively;

and $ 19.5 million and $ 20.1 million of deferred revenue at March 31, 2026 and December 31, 2025, respectively)

80,719 82,884

2 unchanged sentences

Intangible assets, net (Note 2)

27,699 30,268

Operating lease right-of-use assets

14,515 15,104

Prepaid expenses and other assets

Prepaid expenses and other assets, net

74,098 66,954

4 unchanged sentences

24,453 25,283

Notes payable, net (including $ 5,297.8 million and $ 2,128.0 million associated with variable interest entities at September 30, 2025 and December 31, 2024, respectively)

Notes payable, net (including $ 5,607.2 million and $ 5,739.1 million associated with variable interest entities at March 31, 2026 and December 31, 2025, respectively)

5,637,437 5,818,761

7 unchanged sentences

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

Series A preferred stock, 400,000 shares issued and outstanding (liquidation preference - $ 40.0 million) at September 30, 2025 and December 31, 2024 (Note 6) (1)

Series A preferred stock, 400,000 shares issued and outstanding (liquidation preference - $ 40.0 million) at March 31, 2026 and December 31, 2025 (Note 5) (1)

40,000 40,000

Class B preferred units issued to noncontrolling interests (Note 6)

Shareholders' Equity

Series B preferred stock, no par value, 3,563,762 shares issued and outstanding at September 30, 2025 (liquidation preference - $ 89.1 million);

Series B preferred stock, no par value, 3,584,646 shares issued and outstanding at March 31, 2026 (liquidation preference - $ 89.6 million);

3,584,131 shares issued and outstanding at December 31, 2025 (liquidation preference - $ 89.6 million) (1)

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

15,127,014 and 14,904,192 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

15,086,414 and 14,922,462 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Paid-in capital

15 unchanged sentences

For the Three Months Ended

For the Nine Months Ended

September 30,

Revenue and other income:

Consumer loans, including past due fees

$ 341,163 $ 255,389 $ 865,168 $ 728,112

Fees and related income on earning assets

123,575 78,572 296,201 185,983

Other revenue

30,554 16,993 72,616 42,674

Total operating revenue and other income

495,292 350,954 1,233,985 956,769

Other non-operating (loss) income

( 616 ) 270 20 1,184

Other non-operating income

Total revenue and other income

494,676 351,224 1,234,005 957,953

Interest expense

( 75,464 ) ( 42,492 ) ( 176,678 ) ( 115,503 )

Provision for credit losses

( 1,549 ) ( 4,633 ) ( 3,999 ) ( 9,323 )

Changes in fair value of loans

( 276,851 ) ( 203,739 ) ( 671,973 ) ( 549,161 )

140,812 100,360 381,355 283,966

Operating expenses:

Salaries and benefits

( 18,196 ) ( 12,299 ) ( 47,080 ) ( 37,584 )

Card and loan servicing

( 39,024 ) ( 28,069 ) ( 105,261 ) ( 82,589 )

Marketing and solicitation

( 35,301 ) ( 14,848 ) ( 80,584 ) ( 38,848 )

Depreciation and amortization

( 1,491 ) ( 656 ) ( 3,173 ) ( 1,963 )

( 14,321 ) ( 7,202 ) ( 31,764 ) ( 24,272 )

Total operating expenses

( 108,333 ) ( 63,074 ) ( 267,862 ) ( 185,256 )

Income before income taxes

32,479 37,286 113,493 98,710

Income tax expense

( 7,891 ) ( 8,097 ) ( 27,493 ) ( 19,575 )

24,588 29,189 86,000 79,135

Net loss attributable to noncontrolling interests

389 354 1,070 858

Net (loss) income attributable to noncontrolling interests

Net income attributable to controlling interests

24,977 29,543 87,070 79,993

Preferred stock and preferred unit dividends and discount accretion

( 2,307 ) ( 6,316 ) ( 8,103 ) ( 18,916 )

Net income attributable to common shareholders

$ 22,670 $ 23,227 $ 78,967 $ 61,077

Net income attributable to common shareholders per common share—basic

$ 1.50 $ 1.58 $ 5.22 $ 4.15

Net income attributable to common shareholders per common share—diluted

$ 1.21 $ 1.27 $ 4.21 $ 3.35

See accompanying notes.

1 unchanged sentence

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

For the Nine Months Ended September 30, 2025 and September 30, 2024

For the Three Months Ended March 31, 2026 and March 31, 2025

(Dollars in thousands)

10 unchanged sentences

3,584,131 $ — 14,922,462 $ — $ 102,276 $ 506,424 $ ( 4,870 ) $ 603,830 $ 40,000 $ —

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

— — — — — ( 600 ) — ( 600 ) — —

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

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

— — — — — ( 600 ) — ( 600 ) — —

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

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

— — — — — ( 1,708 ) — ( 1,708 ) — —

11 unchanged sentences

— — — — 1,393 — — 1,393 — —

Redemption and retirement of preferred shares and preferred units

— — — — — — — — — ( 50,000 )

Redemption and retirement of common shares

— — ( 72,008 ) — ( 3,831 ) — — ( 3,831 ) — —

Net income (loss)

— — — — — 44,175 402 44,577 — —

1 unchanged sentence

3,584,646 $ — 15,086,414 $ — $ 100,144 $ 548,291 $ ( 4,465 ) $ 643,970 $ 40,000 $ —

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

— — — — — ( 600 ) — ( 600 ) — —

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

— — — — — ( 1,622 ) — ( 1,622 ) — —

Stock option exercises and proceeds related thereto

— — 4,558 — 70 — — 70 — —

Compensatory stock issuances, net of forfeitures

— — 65,411 — — — — — — —

Issuance of common stock

— — — — 1 — — 1 — —

Issuance of series B preferred stock, net

142,603 — — — 3,157 — — 3,157 — —

Stock-based compensation costs

— — — — 948 — — 948 — —

Redemption and retirement of common shares

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

Net income (loss)

— — — — — 30,573 ( 283 ) 30,290 — —

Balance at June 30, 2025

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

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

— — — — — ( 600 ) — ( 600 ) — —

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

— — — — — ( 1,707 ) — ( 1,707 ) — —

Stock option exercises and proceeds related thereto

— — 10,242 — 157 — — 157 — —

Compensatory stock issuances, net of forfeitures

— — ( 8,632 ) — — — — — — —

Issuance of series B preferred stock, net

106,319 — — — 2,298 — — 2,298 — —

Stock-based compensation costs

— — — — 920 — — 920 — —

Redemption and retirement of common shares

— — (427 ) — ( 25 ) — — ( 25 ) — —

Net income (loss)

— — — — — 24,977 ( 389 ) 24,588 — —

Balance at September 30, 2025

3,563,762 $ — 15,127,014 $ — $ 115,749 $ 473,595 $ ( 4,535 ) $ 584,809 $ 40,000 $ —

Series B Preferred Stock

9 unchanged sentences

3,301,179 $ — 14,904,192 $ — $ 98,278 $ 394,628 $ ( 3,543 ) $ 489,363 $ 40,000 $ 50,000

Accretion of discount associated with issuance of subsidiary equity

— — — — — (75 ) — ( 75 ) — 75

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

4 unchanged sentences

— — — — — ( 1,400 ) — ( 1,400 ) — —

Compensatory stock issuances, net of forfeitures

— — 206,629 — — — — — — —

Issuance of series B preferred stock, net

44,143 — — — 1,071 — — 1,071 — —

Distributions to owners of noncontrolling interests

— — — — — — ( 148 ) ( 148 ) — —

Contributions by owners of noncontrolling interests

— — — — — — 3 3 — —

Stock-based compensation costs

— — — — 940 — — 940 — —

Redemption and retirement of common shares

— — ( 18,033 ) — ( 543 ) — — ( 543 ) — —

Net income (loss)

— — — — — 26,170 ( 351 ) 25,819 — —

Balance at March 31, 2024

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

Accretion of discount associated with issuance of subsidiary equity

— — — — — ( 75 ) — ( 75 ) — 75

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

— — — — — ( 596 ) — ( 596 ) — —

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

— — — — — ( 1,573 ) — ( 1,573 ) — —

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

— — — — — ( 4,064 ) — ( 4,064 ) — —

Stock option exercises and proceeds related thereto

2 unchanged sentences

— — 9,003 — — — — — — —

Stock-based compensation costs

— — — — 1,050 — — 1,050 — —

Redemption and retirement of common shares

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

Net income (loss)

— — — — — 24,280 ( 153 ) 24,127 — —

Balance at June 30, 2024

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

Accretion of discount associated with issuance of subsidiary equity

— — — — — ( 75 ) — ( 75 ) — 75

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

— — — — — ( 604 ) — ( 604 ) — —

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

— — — — — ( 1,573 ) — ( 1,573 ) — —

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

Issuance of common stock

— — 200,000 — 11,588 — — 11,588 — —

Stock option exercises and proceeds related thereto

Issuance of series B preferred stock, net

13,661 — — — 313 — — 313 — —

Compensatory stock issuances, net of forfeitures

Contributions by owners of noncontrolling interests

— — — — — — 78 78 — —

5 unchanged sentences

— — ( 27,252 ) — ( 1,246 ) — — ( 1,246 ) — —

Net income (loss)

— — — — — 31,520 ( 398 ) 31,122 — —

Balance at September 30, 2024

Balance at March 31, 2025

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

3 unchanged sentences

(Dollars in thousands)

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

Operating activities

$ 86,000 $ 79,135

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

2 unchanged sentences

Deferred income tax expense

27,218 19,590

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

( 20,246 ) ( 18,897 )

Income from merchant fees associated with Loans at fair value

( 150,733 ) ( 112,970 )

Changes in fair value of loans

671,973 549,161

Change in bank partner fees carried at fair value

3 unchanged sentences

Decrease in lease liability

( 2,278 ) ( 2,253 )

Increase in uncollected fees on earning assets

( 266,552 ) ( 186,886 )

Increase (decrease) in income tax liability

( 424 ) ( 202 )

Increase (decrease) in accounts payable and accrued expenses

9,276 ( 1,026 )

( 12,398 ) ( 3,417 )

Increase in income tax liability

(Decrease) increase in accounts payable and accrued expenses

Net cash provided by operating activities

371,712 346,803

Investing activities

Proceeds from recoveries on charged off receivables

47,302 33,843

Investments in earning assets

( 2,678,774 ) ( 2,002,048 )

Proceeds from earning assets

1,681,888 1,397,362

Acquisition of new subsidiary

Purchases and development of property

( 4,880 ) ( 193 )

Net cash used in investing activities

( 1,027,327 ) ( 571,036 )

Financing activities

Noncontrolling interests contributions

Noncontrolling interests distributions

Proceeds from issuance of common stock

1 unchanged sentence

Preferred stock and preferred unit dividends

( 10,130 ) ( 19,738 )

Proceeds from exercise of stock options

Purchase and retirement of outstanding stock and preferred units

( 53,186 ) ( 27,640 )

Proceeds from issuance of Senior notes, net of issuance costs

418,341 124,076

Proceeds from borrowings

1,431,465 629,134

Repayment of borrowings

( 1,122,571 ) ( 481,540 )

Net cash provided by financing activities

681,916 225,289

Net increase in cash and cash equivalents and restricted cash and cash equivalents

Net cash used in financing activities

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

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

499,636 383,653

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

$ 525,937 $ 384,709

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

Unrestricted cash and cash equivalents

$ 425,023 $ 308,651

Cash and cash equivalents

Restricted cash and cash equivalents

100,914 76,058

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

$ 525,937 $ 384,709

Supplemental cash flow information

Cash paid for interest

$ 162,968 $ 104,983

Cash paid for income taxes, net of refunds

Accretion of discount associated with issuance of subsidiary equity

Decrease in accrued and unpaid preferred stock and preferred unit dividends

$ ( 2,027 ) $ ( 1,047 )

Cash assumed upon acquisition of Mercury

See accompanying notes.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

September 30, 2025 and 2024

March 31, 2026 and 2025

Description of Our Business

18 unchanged sentences

These products and services are reported through two reportable segments, Credit as a Service ("CaaS") and Auto Finance.

Within our CaaS segment, we apply our technology solutions, in combination with the experiences gained, and infrastructure built from servicing $48 billion in consumer loans over more than 25 years of operating history, to support lenders in offering more inclusive financial services.

Within our CaaS segment, we apply our technology solutions, in combination with the experiences gained, and infrastructure built from servicing approximately $52 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.

11 unchanged sentences

Also within our Auto Finance segment, we are providing certain installment lending products in addition to our traditional loans secured by automobiles.

Rules enacted by the Consumer Financial Protection Bureau ("CFPB") which could limit the late fees charged to consumers were vacated in April 2025.

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.

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.

See Note 7 "Fair Values of Assets and Liabilities" for more information on our fair value measurements.

Acquisition of Mercury Financial LLC

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.

On September 11, 2025, the Company acquired 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.

The acquisition aligns with Atlanticus’ strategic objective to expand its consumer credit offerings and increase scale within its credit card operations.

At the closing, Mercury became a wholly-owned subsidiary of Atlanticus.

Total purchase consideration was approximately $ 166.5 million in cash.

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.

We have determined the contingent consideration meets the definition of a derivative instrument under Accounting Standards Codification ("ASC") 815, "Derivatives and Hedging".

We have recorded the derivative at fair value within Accounts payable and accrued expenses on the accompanying condensed consolidated balance sheets, calculated using internally-developed estimates.

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.

See Note 7, "Fair Values of Assets and Liabilities" for more information.

As a result of the acquisition, the Company added approximately 1.3 million credit card serviced accounts, $ 3.2 billion in credit card receivables and assumed $ 2.8 billion in collateralized debt.

Additionally, the Company acquired certain identifiable finite-lived intangible assets primarily associated with internally developed software.

The Company expensed approximately $ 2.5 million of acquisition costs and approximately $ 4.3 million of severance costs within Other expense and Salaries and benefits, respectively, during the three and nine months ended September 30, 2025.

The condensed consolidated statement of operations includes, for the three and nine months ended September 30, 2025, Mercury’s operating results from September 11, 2025 through September 30, 2025.

For that period, Mercury contributed approximately $ 49.9 million of revenue and $( 7.0 ) million of net loss.

See Note 7 "Fair Values of Assets and Liabilities" and Note 10 "Notes Payable" for more information on the acquired credit card receivables and assumed debt obligations and see Note 3 "Significant Accounting Policies and Condensed Consolidated Financial Statement Components" for more information on our finite-lived intangible assets.

The acquisition was accounted for as an asset acquisition under ASC 805, "Business Combinations".

At closing, Mercury became a wholly owned subsidiary of the Company.

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.

Fair values of assets acquired and liabilities assumed were determined using management estimates and third -party valuations (e.g., replacement cost method).

5 unchanged sentences

Actual results could differ materially from these estimates.

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 condensed consolidated balance sheets and condensed consolidated statements of income.

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.

This revision removed the impacts of cash flows associated with subsequent purchases associated with consumer receivables and cash flows on related merchant fees.

These changes in the calculation of our Loans at fair value did not result in a restatement of our condensed consolidated financial statements in prior periods due to the immateriality of this error on prior period results.

We revised the presentation of our condensed 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.

We also revised the presentation of our condensed 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, 3 ) reclassify lease liability payments to Decrease in lease liability below changes in assets and liabilities and 4 ) present deferred income tax expense separate from changes in income tax liability.

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 condensed consolidated statement of shareholders’ equity and temporary equity and condensed consolidated statement of cash flows were revised for consistent presentation.

Certain disclosures have been revised to conform to current year presentation.

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 condensed consolidated balance sheets and condensed consolidated statements of income.

Consolidation

3 unchanged sentences

For more information on the Company's VIEs, see Note 7 "Variable Interest Entities".

Unrestricted Cash and Cash Equivalents

Unrestricted cash and cash equivalents consist of cash, money market investments and overnight deposits.

We consider all highly liquid cash investments with low interest rate risk and original maturities of three months or less to be cash equivalents.

Cash equivalents are carried at cost, which approximates fair value.

We maintain unrestricted cash and cash equivalents for general operating purposes.

We maintain our cash and cash equivalents in accounts at regulated domestic financial institutions in amounts that exceed FDIC insured amounts.

All cash balances are maintained at well capitalized institutions.

Restricted Cash and Cash Equivalents

Restricted cash includes certain collections on loans, interest and fees receivable, the cash balances of which are required to be distributed to noteholders under our debt facilities.

Our restricted cash balances also include minimum cash balances held in accounts at the request of certain of our business partners.

Loans, Interest and Fees Receivable

1 unchanged sentence

those that are carried at fair value (Loans at fair value) and those that are carried at net amortized cost (Loans at amortized cost).

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.

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.

17 unchanged sentences

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

We purchased auto loans with outstanding principal of $ 53.8 million, $ 150.1 million, $ 48.9 million and $161.1 million for the three and nine months ended September 30, 2025 and 2024, respectively, through our pre-qualified network of independent automotive dealers and automotive finance companies.

We purchased auto loans with outstanding principal of $ 50.7 million and $ 48.1 million for the three months ended March 31, 2026 and 2025, 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.

7 unchanged sentences

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

As of September 30, 2025 and December 31, 2024, the weighted average remaining accretion period for the $ 21.5 million and $ 19.8 million of deferred revenue reflected in the condensed consolidated balance sheets was 22 and 24 months, respectively.

As of March 31, 2026 and December 31, 2025, the weighted average remaining accretion period for the $ 19.5 million and $ 20.1 million of deferred revenue reflected in the condensed consolidated balance sheets was 21 and 23 months, respectively.

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

For the Three Months Ended September 30,

Notes Receivable

Allowance for credit losses:

Balance at beginning of period

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

Provision for credit losses(1)

( 0.6 ) ( 0.9 ) ( 1.5 ) — ( 4.6 ) ( 4.6 )

— 1.9 1.9 — 3.1 3.1

— ( 0.7 ) ( 0.7 ) — ( 0.7 ) ( 0.7 )

Balance at end of period

$ ( 6.7 ) $ ( 4.6 ) $ ( 11.3 ) $ — $ ( 4.6 ) $ ( 4.6 )

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

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

Notes Receivable

9 unchanged sentences

$ ( 8.8 ) $ ( 3.8 ) $ ( 12.6 ) $ ( 5.9 ) $ ( 4.8 ) $ ( 10.7 )

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

September 30,

( 1 ) For the three months ended March 31, 2026, we recorded a provision for credit losses associated with our notes receivable from consumer technology platforms that are included in Prepaid expenses and other assets on our condensed consolidated balance sheets.

Allowance for credit losses:

16 unchanged sentences

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

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

September 30,

An aging of our delinquent loans at amortized cost (in millions) as of March 31, 2026 and December 31, 2025 is as follows:

30-59 days past due

9 unchanged sentences

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

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

For the three months ended March 31, 2026 and 2025, no Loans at amortized cost qualified as a FDM.

Intangible Assets and Amortization

3 unchanged sentences

Details of our finite-lived intangible assets were as follows (in thousands):

As of September 30, 2025

Intangible assets - gross carrying amount

$ 32,430 $ 32,430

Accumulated amortization

( 4,731 ) ( 2,162 )

Net carrying amount

Amortization expense related to these finite-lived intangible assets was $ 0.5 million for the three and nine month periods ended September 30, 2025, and is included within depreciation and amortization in the condensed consolidated statements of income.

Rewards Liability

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.

The amount of reward that a customer earns varies based on the terms and conditions of the reward program and product.

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 Condensed Consolidated Statements of Income), with a corresponding increase to the customer rewards liability within Accounts payable and accrued expenses (on our Condensed Consolidated Balance Sheets).

The customer rewards liability is computed based on the estimated redemption cost of rewards earned and is reduced as rewards are redeemed.

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.

The Company expects that the majority of rewards earned by customers will eventually be redeemed.

We experienced effective tax rates of 24.0 % and 24.0 % for the three and nine months ended September 30, 2025, respectively, compared to 21.5 % and 19.7 % for the three and nine months ended September 30, 2024, respectively.

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

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

Our effective tax rates for the three and nine months ended September 30, 2024, are below the statutory rate principally due to the tax effects of our deduction of ( 1 ) amounts characterized in our condensed consolidated financial statements as dividends on preferred stock (which was outstanding at varying amounts in 2024 ), such amounts which constituted deductible interest expense on debt for tax purposes, and ( 2 ) exercises of stock options and the vesting of restricted stock at times when the fair value of our stock exceeded such share-based awards’ grant date values.

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

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

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

Such interest expense was $ 135 thousand for the nine months ended September 30, 2025, and $ 140 thousand for the nine months ended September 30, 2024.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted into law.

The OBBBA includes significant changes to existing U.S.

federal and international tax provisions.

We evaluated the impact of these provisions on our overall tax positions, and we do not anticipate a significant impact on our annual effective tax rate.

$ 27,699 $ 30,268

Amortization expense related to these finite-lived intangible assets was $ 2.6 million and $ 0 for the three months ended March 31, 2026 and 2025, respectively, and is included within depreciation and amortization in the condensed consolidated statements of income.

Aggregate amortization expense of our intangible assets for the next five years is as follows (in thousands):

For the Year Ending December 31,

Amortization Expense

2026 (Remainder of 2026)

Total amortization expense

We experienced effective tax rates of 24.4 % and 23.6 % for the three months ended March 31, 2026, and 2025, respectively.

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

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

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

We report interest expense associated with our income tax liabilities (including accrued liabilities for uncertain tax positions to the extent such liabilities have not been favorably resolved thereby resulting in interest expense reversals) within our income tax line item on our consolidated statements of income.

Such interest expense was de minimis in both the three months ended March 31, 2026, and 2025.

Revenue Recognition and Revenue from Contracts with Customers

19 unchanged sentences

We recognize these fees as income in the period earned.

Other non-operating revenue

Other non-operating income

Other non-operating income includes income (or loss) associated with investments in non-core businesses or other items not directly associated with our ongoing operations.

13 unchanged sentences

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

For the Three Months Ended September 30, 2025

Interchange revenues, net (1)

$ 8,551 $ — $ 8,551

Servicing income

6,606 181 6,787

Service charges and other customer related fees

15,210 6 15,216

Total Other revenue

30,367 187 30,554

Merchant fees (2)

54,610 — 54,610

Total revenue from contracts with customers

$ 84,977 $ 187 $ 85,164

For the Nine Months Ended September 30, 2025

Interchange revenues, net (1)

$ 19,230 $ — $ 19,230

Servicing income

16,016 516 16,532

Service charges and other customer related fees

36,831 23 36,854

Total Other revenue

72,077 539 72,616

Merchant fees (2)

150,733 — 150,733

Total revenue from contracts with customers

$ 222,810 $ 539 $ 223,349

For the Three Months Ended September 30, 2024

For the Three Months Ended March 31, 2026

Interchange revenues, net (1)

10 unchanged sentences

$ 71,698 $ 212 $ 71,910

For the Nine Months Ended September 30, 2024

For the Three Months Ended March 31, 2025

Interchange revenues, net (1)

12 unchanged sentences

( 2 ) Merchant fees are included in Consumer loans, including past due fees on our condensed consolidated statements of income.

Asset Acquisitions

The Company follows the guidance in ASC 805, "Business Combinations", for determining the appropriate accounting treatment for asset acquisitions.

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.

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.

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.

If the acquisition is deemed to be a business, the purchase method of accounting is applied.

Identifiable assets acquired and liabilities assumed at the acquisition date are recorded at fair value.

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.

See Note 2 "Acquisition of Mercury Financial LLC" for further discussion on our recent acquisition.

Recent Accounting Pronouncements

In July 2025, the Financial Accounting Standards Board ("FASB") issued ASU 2025 - 05, "Financial Instruments – Credit Losses (Topic 326 ):

In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025 - 11, Interim Reporting (Topic 270 ):

Narrow-Scope Improvements .

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.

The new guidance is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods.

Early adoption is permitted.

The amendments are applied prospectively.

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 November 2025, the FASB issued ASU 2025 - 08, Financial Instruments — Credit Losses (Topic 326 ):

Purchased Loans .

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.

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.

Early adoption is permitted.

In July 2025, the FASB issued ASU 2025 - 05, "Financial Instruments – Credit Losses (Topic 326 ):

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.

1 unchanged sentence

The new guidance is effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those annual periods.

Early adoption is permitted.

ASU 2025 - 05 is not expected to have a significant impact to the Company’s consolidated financial statements when adopted.

We adopted ASU 2025 - 05 for the period ended March 31, 2026, and elected the practical expedient.

Adoption of this standard did not have a material effect on our condensed consolidated financial statements.

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.

2 unchanged sentences

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.

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

In December 2023, the FASB issued ASU 2023 - 09, "Income Taxes (Topic 740 ):

Improvements to Income Tax Disclosures" ("Topic 740" ).

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).

Topic 740 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes.

The guidance is effective for annual periods beginning after December 15, 2024.

Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance.

This guidance should be applied on a prospective basis, but retrospective application is permitted.

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

Segment Reporting

5 unchanged sentences

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.

Our CaaS segment includes the operations of two operating segments aggregated into one reportable segment which includes our private label credit and our general purpose credit card receivables (including those general purpose credit card receivables acquired as part of our acquisition of Mercury), which, through our bank partners, provide financing solutions to consumers.

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.

7 unchanged sentences

Reportable segment information (in thousands) is as follows:

Three Months Ended September 30, 2025

Revenue and other income:

Consumer loans, including past due fees

$ 331,735 $ 9,428 $ 341,163

Fees and related income on earning assets

122,544 1,031 123,575

Other revenue

30,367 187 30,554

Total operating revenue and other income

484,646 10,646 495,292

Other non-operating income

7 ( 623 ) ( 616 )

Total revenue and other income

484,653 10,023 494,676

Interest expense

( 75,007 ) ( 457 ) ( 75,464 )

Provision for credit losses

( 555 ) ( 994 ) ( 1,549 )

Changes in fair value of loans

( 276,851 ) — ( 276,851 )

132,240 8,572 140,812

Operating expenses:

Salaries and benefits

( 16,863 ) ( 1,333 ) ( 18,196 )

Card and loan servicing

( 35,792 ) ( 3,232 ) ( 39,024 )

Marketing and solicitation

( 35,247 ) ( 54 ) ( 35,301 )

( 1,472 ) ( 19 ) ( 1,491 )

( 13,291 ) ( 1,030 ) ( 14,321 )

Total operating expenses

( 102,665 ) ( 5,668 ) ( 108,333 )

Income before income taxes

$ 29,575 $ 2,904 $ 32,479

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Revenue and other income:

24 unchanged sentences

( 36,457 ) ( 16 ) ( 36,473 )

Depreciation and amortization

( 3,568 ) ( 18 ) ( 3,586 )

5 unchanged sentences

$ 7,379,005 $ 86,029 $ 7,465,034

Three Months Ended September 30, 2024

Revenue and other income:

Consumer loans, including past due fees

$ 245,332 $ 10,057 $ 255,389

Fees and related income on earning assets

78,552 20 78,572

Other revenue

16,793 200 16,993

Total operating revenue and other income

340,677 10,277 350,954

Other non-operating income

( 31 ) 301 270

Total revenue and other income

340,646 10,578 351,224

Interest expense

( 41,803 ) ( 689 ) ( 42,492 )

Provision for credit losses

— ( 4,633 ) ( 4,633 )

Changes in fair value of loans

( 203,739 ) — ( 203,739 )

95,104 5,256 100,360

Operating expenses:

Salaries and benefits

( 10,967 ) ( 1,332 ) ( 12,299 )

Card and loan servicing

( 24,739 ) ( 3,330 ) ( 28,069 )

Marketing and solicitation

( 14,813 ) ( 35 ) ( 14,848 )

( 637 ) ( 19 ) ( 656 )

( 6,179 ) ( 1,023 ) ( 7,202 )

Total operating expenses

( 57,335 ) ( 5,739 ) ( 63,074 )

Income (loss) before income taxes

$ 37,769 $ ( 483 ) $ 37,286

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Revenue and other income:

8 unchanged sentences

Other non-operating income

330 854 1,184

Total revenue and other income

14 unchanged sentences

( 20,327 ) ( 7 ) ( 20,334 )

Depreciation and amortization

( 778 ) ( 19 ) ( 797 )

6 unchanged sentences

Shareholders’ Equity and Preferred Stock

During the three and nine months ended September 30, 2025 and 2024, we repurchased and contemporaneously retired 427 shares, 69,060 shares, 11,193 shares and 78,429 shares of our common stock at an aggregate cost of $ 0.0 million, $ 3.2 million, $ 0.3 million and $ 2.1 million, respectively, pursuant to both open market and private purchases and the return of stock by holders of equity incentive awards to pay tax withholding obligations.

During the three months ended March 31, 2026 and 2025, we repurchased and contemporaneously retired 72,008 and 27,252 shares of our common stock at an aggregate cost of $ 3.8 million, and $ 1.2 million, respectively, pursuant to both open market and private purchases and the return of stock by holders of equity incentive awards to pay tax withholding obligations.

Preferred Stock

1 unchanged sentence

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

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

No shares of Series B Preferred Stock were repurchased in the three months ended March 31, 2026 and 2025.

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

3 unchanged sentences

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

During the three and nine months ended September 30, 2025 and 2024, we sold 106,319 shares, 262,583 shares, 0 shares and 44,143 shares, respectively, of our Series B preferred stock under our Preferred Stock ATM Program for net proceeds of $ 2.3 million, $ 5.8 million, $ 0 and $ 1.1 million, respectively.

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

During the three and nine months ended September 30, 2025 and 2024, we sold $ 5.6 million, $ 31.4 million, $ 13.5 million and $ 13.5 million, respectively, principal amount of our 2029 Senior Notes under our Preferred Stock ATM Program for net proceeds of $ 5.5 million, $ 30.8 million, $ 13.4 million and $ 13.4 million, respectively.

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

During the three months ended March 31, 2026 and 2025, we sold 515 shares and 13,661 shares, respectively, of our Series B preferred stock under our Preferred Stock ATM Program for net proceeds of $ 0.0 million and $ 0.3 million, respectively.

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

During the three months ended March 31, 2026 and 2025, we sold $ 0.5 million and $ 17.7 million, respectively, principal amount of our 2029 Senior Notes under our Preferred Stock ATM Program for net proceeds of $ 0.5 million and $ 17.4 million, respectively.

During the three months ended March 31, 2026 and 2025, we sold 0 common shares and 200,000 common shares, respectively, under the Company’s Common Stock ATM Program for net proceeds of $ 0.0 million and $ 11.6 million, respectively.

Redeemable Preferred Stock

46 unchanged sentences

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

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

Assets – As of September 30, 2025 (1)

The table below summarizes (in thousands) by fair value hierarchy the March 31, 2026 and December 31, 2025 fair values and carrying amounts of ( 1 ) our assets that are carried at fair value in our condensed consolidated financial statements and ( 2 ) our assets not carried at fair value, but for which fair value disclosures are required:

Assets – As of March 31, 2026 (1)

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

22 unchanged sentences

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

For the nine months ended September 30, 2025 and 2024, we estimate the portion of fair value changes considered to be attributable to changes in instrument-specific credit risk to be $ 8.9 million and $ 11.3 million, respectively.

For Level 3 assets carried at fair value measured on a recurring basis using significant unobservable inputs, the following table presents (in thousands) a reconciliation of the beginning and ending balances for the nine months ended September 30, 2025 and 2024:

For the three months ended March 31, 2026 and 2025, we estimate the portion of fair value changes considered to be attributable to changes in instrument-specific credit risk to be $ 12.1 million and $ 9.3 million, respectively.

Loans at Fair Value

1 unchanged sentence

$ 6,647,882 $ 2,630,274

Acquisition of Mercury receivables at fair value

Changes in fair value of loans at fair value, included in earnings

6 unchanged sentences

( 365,524 ) ( 178,345 )

Change in Contingent consideration (3)

1,351,635 612,991

2 unchanged sentences

( 1,746,380 ) ( 685,340 )

Balance at September 30,(3)

Balance at March 31,(4)

$ 6,452,121 $ 2,668,503

5 unchanged sentences

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

( 3 ) As of September 30, 2025 and September 30, 2024, the aggregate unpaid principal balance included within loans at fair value was $ 6,199 million and $ 2,420 million, respectively.

( 3 ) Reflects changes to the fair value associated with Contingent consideration.

See below for more information.

( 4 ) As of March 31, 2026 and March 31, 2025, the aggregate unpaid principal balance included within loans at fair value was $ 6,272 million and $ 2,462 million, respectively.

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

9 unchanged sentences

This negative fair value assessment is included in Changes in fair value of loans on our condensed consolidated statements of income.

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.

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.

4 unchanged sentences

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

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

Liabilities – As of September 30, 2025

The table below summarizes (in thousands) by fair value hierarchy the March 31, 2026 and December 31, 2025 fair values and carrying amounts of our liabilities not carried at fair value, but for which fair value disclosures are required:

Liabilities – As of March 31, 2026

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

2 unchanged sentences

Carrying Amount of Liabilities

Loan purchase commitment

$ — $ — $ 646 $ 646

Bank partner fees carried at fair value

Bank partner fees

$ — $ — $ 19,065 $ 19,065

13 unchanged sentences

Carrying Amount of Liabilities

Loan purchase commitment

$ — $ — $ 285 $ 285

Bank partner fees carried at fair value

Bank partner fees

$ — $ — $ 28,668 $ 28,668

Contingent consideration

Loan purchase commitment

$ — $ — $ 40,000 $ 40,000

6 unchanged sentences

$ 317,364 $ — $ 392,000 $ 698,562

Bank partner fees.

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.

1 unchanged sentence

We estimate the present value of this compensation using internally-developed estimates of payment rates and discount rates.

We recognize the fair value of these Bank partner fees within Card and loan servicing on the accompanying condensed consolidated statements of income on the date we acquire the underlying receivable.

Additionally, 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.

We have determined the contingent consideration meets the definition of a derivative instrument under ASC 815.

We have recorded the derivative at fair value within Accounts payable and accrued expenses on the accompanying condensed consolidated balance sheets, calculated using internally-developed estimates.

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.

We have evaluated the fair value of our third party debt by analyzing repayment terms and credit spreads included in our recent financing arrangements to those of our existing facilities.

See Note 10, "Notes Payable," for further discussion on our other notes payable.

We recognize the fair value of these Bank partner fees within Card and loan servicing on the accompanying condensed 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 condensed consolidated balance sheets.

Contingent consideration.

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.

We have determined the contingent consideration meets the definition of a derivative instrument not designated as a hedge under ASC 815.

We have recorded the derivative at fair value within Accounts payable and accrued expenses on the accompanying condensed consolidated balance sheets, calculated using internally-developed estimates in a Monte Carlo simulation.

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.

The value of the contingent consideration is calculated as the average present value over all simulated paths.

Key assumptions used in the projection included the expected charge off rates and estimated volatility of these charge off rates.

In accordance with asset acquisition accounting, we recognize changes in the fair value of this contingent consideration within Changes in fair value of loans on the condensed consolidated statements of income because we mark our loans to fair value.

We record the changes in the corresponding liability within Accounts payable and accrued expenses on the accompanying condensed 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.

We have evaluated the fair value of our

third party debt by analyzing repayment terms and credit spreads included in our recent financing arrangements to those of our existing facilities.

9, "Notes Payable," for further discussion on our other notes payable.

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 three months ended March 31, 2026 and March 31, 2025:

Fair Value at

December 31, 2025

Changes in fair value of liabilities, included in earnings

March 31, 2026

Bank partner fees

$ 28,668 $ ( 9,603 ) $ 19,065

Contingent consideration

$ 40,000 $ ( 13,000 ) $ 27,000

Fair Value at

December 31, 2024

Changes in fair value of liabilities, included in earnings

March 31, 2025

Bank partner fees

13,644 514 14,158

The following key unobservable assumptions were used in the fair value measurement of our liabilities carried at fair value:

March 31, 2026

December 31, 2025

Weighted Average

Bank partner fees

Customer Payment Rate

% 5.7 % - 10.1 % 8.4 %

Discount Rate

8.5 % - 12.5 %

% 8.5 % - 12.5 % 9.7 %

Contingent consideration

Charge-off rate

19.7 %- 27.0 %

% 16.2 %- 24.0 % 19.8 %

Charge-off volatility

% 15.0 % 15.0 %

Other Relevant Data

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

Other relevant data (in thousands) as of March 31, 2026 and December 31, 2025 concerning certain assets we carry at fair value are as follows:

Loans at Fair Value Pledged as Collateral under Structured Financings

As of September 30, 2025

As of March 31, 2026

As of December 31, 2025

10 unchanged sentences

Variable Interest Entities

The Company contributes the vast majority of receivables to VIEs.

These entities are sometimes established to facilitate third party financing.

When assets are contributed to a VIE, they serve as collateral for the debt securities issued by that VIE.

The evaluation of whether the entity qualifies as a VIE is based upon the sufficiency of the equity at risk in the legal entity.

This evaluation is generally a function of the level of excess collateral in the legal entity.

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.

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.

As a result, the Company is the primary beneficiary and consolidates the VIEs.

When collateral is pledged, it is not available for the general use of the Company and can only be used to satisfy the related debt obligation.

The results of operations and financial position of consolidated VIEs are included in our condensed consolidated financial statements.

The Company consolidates all VIEs.

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

September 30, 2025

March 31, 2026

December 31, 2025

Unrestricted cash and cash equivalents

Cash and cash equivalents

Restricted cash and cash equivalents

8 unchanged sentences

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

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

Operating lease cost, gross

1 unchanged sentence

Sublease income

( 25 ) ( 25 ) ( 74 ) ( 73 )

Net Operating lease cost

4 unchanged sentences

Weighted average discount rate

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

As of March 31, 2026 , scheduled payments of lease liabilities were as follows (in thousands):

Gross Lease Payment

12 unchanged sentences

Operating lease liabilities

As part of our recent acquisition of Mercury, we assumed two separate operating leases for offices in Wilmington, Delaware and Austin, Texas.

The leases cover approximately 30,000 square feet and have remaining terms of approximately 1 and 2 years.

Obligations under these leases are included in the tables above.

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.

This Headquarters lease initially covered approximately 73,000 square feet and commenced in June 2022 for a 146 month term.

In connection with the commencement of this lease, we discontinued most of the subleasing arrangements with third parties for space at our corporate headquarters.

A right-of-use asset and liability was recorded at the commencement date of this lease.

We exercised an expansion right under the Headquarters lease to add an additional 26,133 square feet (the "Expansion space") at our corporate headquarters.

The Expansion space term commenced on December 23, 2024.

The Expansion space co-terminates with the Headquarters lease.

The other lease terms for the Expansion space are the same as those for the initial space leased under the Headquarters lease.

The total remaining commitment under the Headquarters lease and Expansion space lease is approximately $ 30.8 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 condensed consolidated financial statements.

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

Notes Payable

Notes Payable, at Face Value

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

Other notes payable outstanding as of March 31, 2026 and December 31, 2025 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:

Outstanding as of

March 31, 2026

December 31, 2025

Revolving credit facilities at a weighted average interest rate equal to 7.0 % as of March 31, 2026 ( 7.1 % as of December 31, 2025) secured by the financial and operating assets of CAR and/or certain receivables and restricted cash with a combined aggregate carrying amount of $ 7,169.6 million as of March 31, 2026 ($ 7,340.6 million as of December 31, 2025)

Maturity date

Interest rate (6)

Amortization period (months) (7)

Committed capacity

Revolving credit facility (1) (2)

December 2028

SOFR plus 2.25 %- 2.60 %

— $ 65.0 $ 25.5 $ 24.9

Revolving credit facility (2) (3)

SOFR plus 3.00%

Revolving credit facility (2) (3)

Term SOFR plus 3.60%

— 75.0 74.6 74.6

Revolving credit facility (2) (3)

Term SOFR plus 2.85%

— 40.0 14.2 12.2

Revolving credit facility (2) (3)

12 75.0 50.0 51.1

Revolving credit facility (2) (3) (4)

18 325.0 325.0 325.0

Revolving credit facility (2) (3) (4)

Term SOFR plus 1.80 %- 6.85 %

12 158.3 — 31.7

Revolving credit facility (2) (3)

Term SOFR plus 3.50%

Revolving credit facility (3) (4)

September 2029

18 300.0 300.0 300.0

Revolving credit facility (3) (4)

November 2029

18 250.0 250.0 250.0

Revolving credit facility (3) (4)

18 100.0 100.0 100.0

Revolving credit facility (3) (4)

September 2029

18 200.0 200.0 200.0

Revolving credit facility (3) (4)

September 2027

Commercial paper rate (3.83%) plus 2.00 %

18 200.0 — 100.0

Revolving credit facility (3) (4)

December 2030

Revolving credit facilities at a weighted average interest rate equal to 7.4 % as of September 30, 2025 ( 7.0 % as of December 31, 2024) secured by the financial and operating assets of CAR and/or certain receivables and restricted cash with a combined aggregate carrying amount of $ 6,358.7 million as of September 30, 2025 ($ 2,723.5 million as of December 31, 2024)

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

18 350.0 350.0 350.0

Revolving credit facility, not to exceed $ 50.0 million (expiring October 30, 2026 ) (2) (3) (4) (5)

Revolving credit facility, not to exceed $ 100.0 million (expiring May 15, 2026 ) (2) (3) (4) (5) (6)

Revolving credit facility, not to exceed $ 75.0 million (expiring July 20, 2026 ) (2) (3) (4) (5)

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

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

Revolving credit facility, not to exceed $ 250.0 million (expiring December 15, 2026 ) (3) (4) (5) (6)

Revolving credit facility, repaid in May 2025

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

Revolving credit facility, not to exceed $ 158.3 million (expiring August 5, 2027 ) (2) (3) (4) (5) (6)

Revolving credit facility, repaid in July 2025

Revolving credit facility, not to exceed $ 25.0 million (expiring August 30, 2027 ) (2) (3) (4) (5)

Revolving credit facility, not to exceed $ 300.0 million (expiring February 15, 2028 ) (3) (4) (5) (6)

Revolving credit facility, not to exceed $ 150.0 million (expiring May 17, 2027 ) (3) (4) (5) (6)

Revolving credit facility, not to exceed $ 250.0 million (expiring November 15, 2028 ) (3) (4) (5) (6)

Revolving credit facility, not to exceed $ 150.0 million (expired April 28, 2025 ) (2) (3) (4) (5) (6)

Revolving credit facility, not to exceed $ 32.8 million (expired April 28, 2025 ) (2) (3) (4)

Revolving credit facility, not to exceed $ 100.0 million (expiring January 16, 2029 ) (3) (4) (5) (6)

Revolving credit facility, not to exceed $ 200.0 million (expiring September 15, 2028 ) (3) (4) (5) (6)

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

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

Revolving credit facility, not to exceed $ 125.0 million (expiring January 15, 2030 ) (3) (4) (5) (6)

Revolving credit facility, not to exceed $ 200.0 million (expiring February 15, 2029 ) (3) (4) (5) (6)

Revolving credit facility, not to exceed $ 361.9 million (expiring March 31, 2028 ) (2) (3) (4) (5) (6)

Revolving credit facility, not to exceed $ 379.1 million (expiring July 1, 2029 ) (3) (4) (5) (6)

Revolving credit facility, not to exceed $ 750.0 million (expiring February 20, 2029 ) (3) (4) (5) (6)

Revolving credit facility, not to exceed $ 700.0 million (expiring July 20, 2029 ) (3) (4) (5) (6)

Revolving credit facility, not to exceed $ 250.0 million (expiring November 20, 2026 ) (3) (4) (5) (6)

Revolving credit facility, not to exceed $ 374.0 million (expiring April 20, 2029 ) (3) (4) (5) (6)

Revolving credit facility, not to exceed $ 500.0 million (expiring June 21, 2027 ) (3) (4) (5) (6)

Revolving credit facility (3) (4)

18 125.0 125.0 125.0

Revolving credit facility (3) (4)

February 2030

18 200.0 200.0 200.0

Revolving credit facility (3) (4) (5)

Term SOFR plus 2.40 %- 7.80 %

12 361.9 307.6 361.9

Revolving credit facility (3) (4) (5)

Commercial paper rate (3.88% as of December 31, 2025) plus 2.25 % OR Term SOFR plus 8.15 % based on class of notes

18 379.1 113.7 223.0

Revolving credit facility (3) (4) (5)

18 700.0 700.0 700.0

Revolving credit facility (3) (4) (5)

Commercial paper rate (3.88% as of December 31, 2025) plus 2.15 % OR Term SOFR plus 8.50 % dependent on class of notes

18 374.0 11.3 313.0

Revolving credit facility (3) (4) (5)

Term SOFR plus 2.00 %- 7.50 %

12 500.0 500.0 500.0

Revolving credit facility (3) (4)

18 300.0 300.0 300.0

Revolving credit facility (3) (4)

September 2031

18 500.0 500.0 500.0

Revolving credit facility (3) (4)

December 2031

18 750.0 750.0 750.0

Revolving credit facility (3) (4)

18 100.0 100.0 —

Revolving credit facility (3) (4)

February 2032

18 365.0 365.0 —

Revolving credit facility

Term SOFR plus 3.00%

— 50.0 — 50.0

Revolving credit facility (2) (3)

Term SOFR plus 3.75%

Revolving credit facility (2) (3)

Term SOFR plus 2.50%

Other facilities

7 unchanged sentences

These notes reflect modifications to either extend the maturity date, increase the loan amount or both, and are treated as accounting modifications.

See below for additional information.

( 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.

As of September 30, 2025 , the Prime Rate was 7.25 %, the Term Secured Overnight Financing Rate ("Term SOFR") was 4.13 % and the Secured Overnight Financing Rate ("SOFR") was 4.24 %.

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 $ 0 was drawn as of September 30, 2025).

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

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.

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

In October 2016, we (through a wholly owned subsidiary) entered a revolving credit facility available to the extent of outstanding eligible principal receivables of our CAR subsidiary (of which $ 30.1 million was drawn as of September 30, 2025 ).

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

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.

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

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

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

In December 2017, we (through a wholly owned subsidiary) entered a revolving credit facility with a (as subsequently amended) $ 75.0 million revolving borrowing limit that is available to the extent of outstanding eligible principal receivables (of which $ 52.9 million was drawn as of September 30, 2025).

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

An amendment was completed in December 2024 that extended the maturity to July 20, 2026.

There were no other material changes to the existing terms.

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.

The note is guaranteed by Atlanticus.

In 2018, we (through a wholly owned subsidiary) entered a revolving credit facility to sell up to an aggregate $ 100.0 million of notes that are secured by the receivables and other assets of the trust (of which $ 0 was outstanding as of September 30, 2025) that can be drawn upon to the extent of outstanding eligible receivables.

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

The facility matures on May 15, 2026, and is subject to certain affirmative covenants and collateral performance tests, the failure of which could result in required early repayment of all or a portion of the outstanding balance of notes.

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

In June 2019, we (through a wholly owned subsidiary) entered a revolving credit facility with a (as subsequently amended) $ 40.0 million revolving borrowing limit that is available to the extent of outstanding eligible principal receivables (of which $ 14.6 million was drawn as of September 30, 2025).

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

The facility matures on April 7, 2028.

The note is guaranteed by Atlanticus.

In January 2021, we (through a wholly owned subsidiary) entered a revolving credit facility with a (as subsequently amended) $ 75.0 million borrowing limit (of which $ 57.7 million was drawn as of September 30, 2025) that is available to the extent of outstanding eligible principal receivables.

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

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

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

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

The terms of the ABS allow for a four -year revolving structure with a subsequent 11 -month to 18 -month amortization period.

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

The ABS is currently in a scheduled amortization period.

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

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

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

The facility was repaid in May 2025.

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

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

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

In August 2022, we (through a wholly owned subsidiary) entered a (as subsequently amended) $ 158.3 million ABS agreement secured by certain credit card receivables (of which $ 31.7 million was outstanding as of September 30, 2025) that can be drawn upon to the extent of outstanding eligible receivables.

The interest rate on the notes is based on the Term SOFR plus a range between 1.80 % and 6.85 % based on class of notes.

The facility matures on (as subsequently amended) August 5, 2027.

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).

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.

The terms of the ABS allowed for a 3 -year revolving structure with an 18 -month amortization period.

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

The facility was repaid in July 2025.

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 $ 0 was drawn as of September 30, 2025).

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

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.

The note is guaranteed by Atlanticus.

In September 2023, we (through a wholly owned subsidiary) sold $ 300.0 million of ABS secured by certain credit card receivables (expiring February 15, 2028).

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.

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

The weighted average interest rate on the securities is fixed at 9.51 %.

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).

The terms of the ABS allow for a 2 -year revolving structure with an 18 -month amortization period.

The weighted average interest rate on the securities is fixed at 9.39 %.

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).

The terms of the ABS allow for a 3 -year revolving structure with an 18 -month amortization period.

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

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

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

The proceeds were invested in the acquisition of receivables.

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

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

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

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

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

The terms of the ABS allow for a 30 -month revolving structure with a subsequent 18 -month amortization period.

The weighted average interest rate on the securities is fixed at 7.78 %.

In March 2025, we (through a wholly owned subsidiary) sold $ 200.0 million of ABS secured by certain private label credit receivables (expiring September 15, 2028).

The terms of the ABS allow for a 25 -month revolving structure with an 18 -month amortization period.

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

In March 2025, we (through a wholly owned subsidiary) entered a $ 200.0 million ABS agreement secured by certain private label credit card receivables (of which $ 100.00 million was outstanding as of September 30, 2025) that can be drawn upon to the extent of outstanding eligible receivables.

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

The facility matures on September 15, 2027.

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

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

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

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

In July 2025, we (through a wholly owned subsidiary) sold $ 125.0 million of ABS secured by certain private label credit receivables (expiring January 15, 2030).

The terms of the ABS allow for a 3 -year revolving structure with an 18 -month amortization period.

The weighted average interest rate on the securities is fixed at 6.74 %.

In August 2025, we (through a wholly owned subsidiary) sold $ 200.0 million of ABS secured by certain private label credit receivables (expiring February 15, 2029).

The terms of the ABS allow for a 25 -month revolving structure with an 18 -month amortization period.

The interest rate on the securities is fixed at 5.82 %.

As part of our acquisition of Mercury, we assumed outstanding notes payable which are collateralized by the associated acquired receivables.

Following are descriptions of the assumed notes payable.

Revolving credit facility to sell up to an aggregate (as subsequently amended) $ 361.9 million of notes that are secured by the receivables and other assets of the trust (of which $ 295.0 million was outstanding as of September 30, 2025) that can be drawn upon to the extent of outstanding eligible receivables.

The interest rate on the notes is based on the Term SOFR plus a range between 2.40 % to 7.80 %.

The facility matures on March 31, 2028.

Revolving credit facility to sell up to an aggregate $ 379.1 million of notes that are secured by the receivables and other assets of the trust (of which $ 159.0 million was outstanding as of September 30, 2025) that can be drawn upon to the extent of outstanding eligible receivables.

Depending on the class of notes, the interest rate on the notes is based on either a commercial paper rate plus 2.25 % or Term SOFR plus 8.15 %.

The facility matures on July 1, 2029.

ABS of $ 750.0 million secured by certain credit card receivables (expiring February 20, 2029).

Depending upon the class of notes, the interest rate on notes is based on either SOFR plus 2.75 % or has a weighted average interest rate fixed at 11.50 %.

The terms of the ABS allow for a 24 -month revolving structure with a 36 -month amortization period.

ABS of $ 700.0 million secured by certain credit card receivables (expiring July 20, 2029).

The terms of the ABS allow for a 24 -month revolving structure with an 36 -month amortization period.

The weighted average interest rate on the securities is fixed at 7.46 %.

Revolving credit facility to sell up to an aggregate $ 374.0 million of notes that are secured by the receivables and other assets of the trust (of which $ 159.0 million was outstanding as of September 30, 2025) that can be drawn upon to the extent of outstanding eligible receivables.

Depending on the class of notes, the interest rate on the notes is based on either a commercial paper rate plus 2.15 % or Term SOFR plus 8.50 %.

The facility matures on April 20, 2029.

ABS of $ 250.0 million secured by certain credit card receivables (expiring November 20, 2026).

The terms of the ABS allow for a 12 -month revolving structure with an 12 -month amortization period.

The interest rate on the notes is based on the Term SOFR plus a range between 2.00 % to 7.50 %.

ABS of $ 500.0 million secured by certain credit card receivables (expiring June 21, 2027).

The terms of the ABS allow for a 15 -month revolving structure with an 12 -month amortization period.

The interest rate on the notes is based on the Term SOFR plus a range between 2.00 % to 7.50 %.

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

Notes payable assumed as part of acquisition of Mercury.

For fixed rate debt instruments, interest rate is shown as a weighted average.

Rates shown do not include the impact of the amortization of debt issuance costs or debt discounts.

Amortization period (months) reflects the scheduled paydown period prior to the stated Maturity date.

As of March 31, 2026 , the Prime Rate was 6.75 %, the Term Secured Overnight Financing Rate ("Term SOFR") was 3.66 % and the Secured Overnight Financing Rate ("SOFR") was 3.68 %.

Revolving loans in the table above may be drawn upon to the extent of outstanding eligible receivables.

Revolving loans are also subject to some or all of the following affirmative covenants (among others):

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 March 31, 2026, we were in compliance with the covenants underlying our various notes payable and credit facilities.

Senior Notes, net

6 unchanged sentences

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

Amortization of these fees for the three and nine months ended September 30, 2025 and 2024 totaled $ 0.4 million, $ 1.1 million, $ 0.4 million and $ 1.1 million, respectively.

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

There have been no repurchases in 2025.

Amortization of these fees for the three months ended March 31, 2026 and 2025 totaled $ 0.4 million and $ 0.4 million, respectively.

We repurchased $ 8.1 million of the outstanding principal amount of these 2026 Senior Notes in the three months ended March 31, 2026.

There were no repurchases for the same period in 2025.

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

6 unchanged sentences

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

Amortization of these fees for the three and nine months ended September 30, 2025 and 2024 totaled $ 0.4 million, $ 1.1 million, $ 0.3 million and $ 0.5 million, respectively.

Amortization of these fees for the three months ended March 31, 2026 and 2025 totaled $ 0.4 million and $ 0.3 million, respectively.

In August 2025, we issued $ 400.0 million principal amount of 9.750 % Senior Notes due 2030 (the "2030 Senior Notes").

3 unchanged sentences

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 three and nine months ended September 30, 2025 totaled $ 0.1 million and $ 0.1 million, respectively.

Amortization of these fees for the three months ended March 31, 2026 totaled $ 0.2 million.

The 2026 Senior Notes, 2029 Senior Notes and 2030 Senior Notes are collectively included on our condensed consolidated balance sheet as "Senior Notes, net." See Note 4 "Shareholders' Equity and Preferred Stock" for more information.

1 unchanged sentence

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

Unfunded commitments under these products aggregated $ 6.7 billion at September 30, 2025.

Unfunded commitments under these products aggregated $ 7.3 billion at March 31, 2026.

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

3 unchanged sentences

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

As of September 30, 2025, CAR had unfunded outstanding floor-plan financing commitments totaling $ 10.5 million.

As of March 31, 2026, CAR had unfunded outstanding floor-plan financing commitments totaling $ 9.3 million.

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

Under agreements with third -party originating and other financial institutions, we have pledged security (collateral) related to their issuance of consumer credit and purchases thereunder, of which $ 30.4 million remains pledged as of September 30, 2025 to support various ongoing contractual obligations.

Under agreements with third -party originating and other financial institutions, we have pledged security (collateral) related to their issuance of consumer credit and purchases thereunder, of which $ 29.8 million remains pledged as of March 31, 2026 to support various ongoing contractual obligations.

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

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

As of March 31, 2026, we have assessed the likelihood of any potential payments related to the aforementioned contingencies as remote.

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

1 unchanged sentence

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

As an acquirer of receivables, our potential exposure under this program, if all eligible participants applied for this benefit, was $ 174.3 million as of September 30, 2025.

As an acquirer of receivables, our potential exposure under this program, if all eligible participants applied for this benefit, was $ 210.8 million as of March 31, 2026.

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

2 unchanged sentences

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

Our top five retail partnerships accounted for over 85 % of our private label receivables outstanding as of September 30, 2025.

Our top five retail partnerships accounted for over 83 % of our private label receivables outstanding as of March 31, 2026.

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

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

Gross Purchases

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

During the three months ended March 31, 2026 and 2025, we had receivable purchases from our top five retail partners of the following (in millions):

Gross Purchases for the Three Months Ended March 31,

Largest Retail Partners

5 unchanged sentences

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

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

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

As of March 31, 2026 , only one state (Texas) had receivables concentration in excess of 10% of our total pool of receivables.

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

There are currently no pending legal proceedings that are expected to be material to us.

6 unchanged sentences

For the Three Months Ended

For the Nine Months Ended

September 30,

Net income attributable to controlling interests

5 unchanged sentences

Effect of dilutive preferred stock dividends and discount accretion

600 604 1,800 1,797

Net income attributable to common shareholders—diluted

3 unchanged sentences

Effect of dilutive stock compensation arrangements and exchange of preferred stock

4,070 4,048 4,068 4,046

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

4 unchanged sentences

$ 2.23 $ 1.49

Shares related to unvested share-based payment awards included in our basic and diluted share counts were 363,134 and 362,440 for the three and nine months ended September 30, 2025, respectively, compared to 384,193 and 356,059 for the three and nine months ended September 30, 2024, respectively.

As their effects were anti-dilutive, we excluded stock options to purchase 0.1 million shares from our net income attributable to controlling interests per share of common stock calculations for the three and nine months ended September 30, 2024.

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

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

Shares related to unvested share-based payment awards included in our basic and diluted share counts were 445,456 and 352,266 for the three months ended March 31, 2026 and 2025, respectively.

There were no anti-dilutive stock options for excluded from our net income attributable to controlling interests per share of common stock calculations for the three months ended March 31, 2026 and 2025.

For the three months ended March 31, 2026 and 2025, we included 4.0 million shares of common stock for each period in our outstanding diluted share counts associated with our Series A Preferred Stock.

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

4 unchanged sentences

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

As of September 30, 2025, 39,215 shares remained available for issuance under the ESPP and 1,915,098 shares remained available for issuance under the Fourth Amended 2014 Plan.

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

As of March 31, 2026, 34,128 shares remained available for issuance under the ESPP and 1,667,247 shares remained available for issuance under the Fourth Amended 2014 Plan.

Exercises and vesting under our stock-based compensation plans resulted in no income tax-related charges to paid-in capital during the three months ended March 31, 2026 and 2025.

Restricted Stock and Restricted Stock Units

During the three months ended September 30, 2025 and 2024, we had forfeitures (net of grants) of 8,632 shares and 583 shares of restricted stock and restricted stock units, respectively, with aggregate grant date fair values $ 0.3 million and $ 0 , respectively.

For the nine months ended September 30, 2025 and 2024, we had grants (net of forfeitures) of 65,782 shares and 209,053 shares of restricted stock and restricted stock units, respectively, with aggregate grant date fair values of $ 3.6 million and $ 6.5 million, respectively.

We incurred expenses of $ 0.9 million, $ 2.7 million, $ 1.0 million and $ 2.8 million during the three and nine months ended September 30, 2025 and 2024, respectively, related to restricted stock awards.

During the three months ended March 31, 2026 and 2025, we had granted (net of forfeitures) of 226,652 and 9,003 shares of restricted stock and restricted stock units, respectively, with aggregate grant date fair values $ 12.2 million and $ 0.4 million, respectively.

We incurred expenses of $ 1.4 million and $ 0.9 million during the three months ended March 31, 2026 and 2025, respectively, related to restricted stock awards.

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

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

As of September 30, 2025, our unamortized deferred compensation costs associated with non-vested restricted stock awards were $ 7.3 million with a weighted-average remaining amortization period of 3.1 years.

As of March 31, 2026, our unamortized deferred compensation costs associated with non-vested restricted stock awards were $ 7.4 million with a weighted-average remaining amortization period of 2.7 years.

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

7 unchanged sentences

( 4,162 ) $ 42.65

Outstanding at September 30, 2025

Outstanding at March 31, 2026

555,257 $ 46.45

2 unchanged sentences

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

We had expense of $ 0.0 million and $ 0.1 million related to stock option-related compensation costs during the three and nine months ended September 30, 2024, respectively.

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

There has been no expense related to stock option-related compensation costs in 2026 and 2025.

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

8 unchanged sentences

Expired/Forfeited

Outstanding at September 30, 2025

( 10,692 ) $ 31.54

Exercisable at September 30, 2025

Outstanding at March 31, 2026

78,850 $ 41.66 0.3 $ 852,369

No options were issued during the three and nine months ended September 30, 2025 and 2024.

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

Exercisable at March 31, 2026

78,850 $ 41.66 0.3 $ 852,369

No options were issued during the three months ended March 31, 2026 and 2025.

We had no unamortized deferred compensation costs associated with non-vested stock options at both March 31, 2026 and December 31, 2025.

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

Subsequent Events

We evaluate subsequent events that occur after our consolidated balance sheet date but before our consolidated financial statements are issued.

There are two types of subsequent events:

( 1 ) recognized, or those that provide additional evidence with respect to conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements;

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.

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.

What changed 10-Q

Item 1. Financial Statements