Oportun Financial Corp 10-Q

Item 1. Financial Statements OPORTUN FINANCIAL CORPORATION Condensed Consolidated Balance Sheets (Unaudited) (in thousands, except share and per share data) March 31, December 31, 2024 2023 Assets Cash and cash equivalents $ 69,200 $ 91,187 Restricted cash 127,353 114,829 Loans receivable at fair value 2,841,525 2,962,352 Capitalized software and other intangibles, net 106,370 114,735 Right of use assets - operating 18,915 21,105 Other assets 114,138 107,680 Total assets $ 3,277,501 $ 3,411,888 Liabilities and stockholders' equity Liabilities Secured financing $ 72,106 $ 289,951 Asset-backed notes at fair value 1,701,854 1,780,005 Asset-backed borrowings at amortized cost 787,524 581,468 Acquisition and corporate financing 243,413 258,746 Lease liabilities 25,472 28,376 Other liabilities 65,160 68,938 Total liabilities 2,895,529 3,007,484 Stockholders' equity Common stock, $ 0.0001 par value - 1,000,000,000 shares authorized at March 31, 2024 and December 31, 2023; 35,861,277 shares issued and 35,589,254 shares outstanding at March 31, 2024; 34,741,076 shares issued and 34,469,053 shares outstanding at December 31, 2023 7 7 Common stock, additional paid-in capital 588,562 584,555 Retained deficit ( 200,288 ) ( 173,849 ) Treasury stock at cost, 272,023 shares at March 31, 2024 and December 31, 2023 ( 6,309 ) ( 6,309 ) Total stockholders’ equity 381,972 404,404 Total liabilities and stockholders' equity $ 3,277,501 $ 3,411,888 See Notes to the Condensed Consolidated Financial Statements. 3 OPORTUN FINANCIAL CORPORATION Condensed Consolidated Statements of Operations (Unaudited) (in thousands, except share and per share data) Three Months Ended March 31, 2024 2023 Revenue Interest income $ 230,590 $ 237,619 Non-interest income 19,892 21,893 Total revenue 250,482 259,512 Less: Interest expense 54,465 38,997 Net decrease in fair value ( 116,850 ) ( 215,710 ) Net revenue 79,167 4,805 Operating expenses: Technology and facilities 47,105 56,874 Sales and marketing 16,003 19,182 Personnel 24,516 37,318 Outsourcing and professional fees 10,241 13,802 General, administrative and other 11,777 19,162 Total operating expenses 109,642 146,338 Income (loss) before taxes ( 30,475 ) ( 141,533 ) Income tax benefit ( 4,036 ) ( 39,443 ) Net loss $ ( 26,439 ) $ ( 102,090 ) Net income (loss) attributable to common stockholders $ ( 26,439 ) $ ( 102,090 ) Share data: Earnings (loss) per share: Basic $ ( 0.68 ) $ ( 3.00 ) Diluted $ ( 0.68 ) $ ( 3.00 ) Weighted average common shares outstanding: Basic 38,900,876 33,979,050 Diluted 38,900,876 33,979,050 See Notes to the Condensed Consolidated Financial Statements. 4 OPORTUN FINANCIAL CORPORATION Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) (in thousands, except share data) For the Three Months Ended March 31, 2024 Warrants Common Stock Shares Additional Paid-in Capital Shares Par Value Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Treasury Stock Total Stockholders' Equity Balance – January 1, 2024 4,193,453 $ 19,431 34,469,053 $ 7 $ 565,124 $ ( 173,849 ) $ ( 6,309 ) $ 404,404 Stock-based compensation expense — — — — 4,239 — — 4,239 Vesting of restricted stock units, net of shares withheld — — 1,120,201 — ( 232 ) — — ( 232 ) Net loss — — — — — ( 26,439 ) — ( 26,439 ) Balance – March 31, 2024 4,193,453 $ 19,431 35,589,254 $ 7 $ 569,131 $ ( 200,288 ) $ ( 6,309 ) $ 381,972 See Notes to the Condensed Consolidated Financial Statements. OPORTUN FINANCIAL CORPORATION Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) (in thousands, except share data) For the Three Months Ended March 31, 2023 Warrants Common Stock Shares Additional Paid-in Capital Shares Par Value Additional Paid-in Capital Retained Earnings Treasury Stock Total Stockholders' Equity Balance – January 1, 2023 — $ — 33,354,607 $ 7 $ 547,799 $ 6,102 $ ( 6,309 ) $ 547,599 Stock-based compensation expense — — — — 5,329 — — 5,329 Vesting of restricted stock units, net of shares withheld — — 529,739 — ( 1,364 ) — — ( 1,364 ) Issuance of warrants to purchase common stock in connection with debt financing 2,096,727 6,672 — — — — — 6,672 Net loss — — — — — ( 102,090 ) — ( 102,090 ) Balance – March 31, 2023 2,096,727 $ 6,672 33,884,346 $ 7 $ 551,764 $ ( 95,988 ) $ ( 6,309 ) $ 456,146 See Notes to the Condensed Consolidated Financial Statements. 5 OPORTUN FINANCIAL CORPORATION Condensed Consolidated Statements of Cash Flow (Unaudited) (in thousands) Three Months Ended March 31, 2024 2023 Cash flows from operating activities Net loss $ ( 26,439 ) $ ( 102,090 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 13,198 13,389 Fair value adjustment, net 116,850 215,710 Origination fees for loans receivable at fair value, net ( 1,597 ) ( 4,743 ) Gain on loan sales ( 1,501 ) ( 1,352 ) Stock-based compensation expense 3,982 4,878 Other, net ( 2,693 ) ( 34,564 ) Originations of loans sold and held for sale ( 22,235 ) ( 10,032 ) Proceeds from sale of loans 23,355 11,125 Changes in operating assets and liabilities ( 17,038 ) ( 15,507 ) Net cash provided by operating activities 85,882 76,814 Cash flows from investing activities Originations and purchases of loans held for investment ( 298,139 ) ( 376,280 ) Proceeds from loan sales originated as held for investment 1,393 1,041 Repayments of loan principal 336,428 348,104 Capitalization of system development costs ( 3,097 ) ( 11,743 ) Other, net ( 124 ) ( 770 ) Net cash provided by (used in) investing activities 36,461 ( 39,648 ) Cash flows from financing activities Borrowings under secured financing — 87,900 Repayments of secured financing ( 218,246 ) ( 2,614 ) Repayments of asset-backed notes at fair value ( 105,273 ) ( 136,369 ) Borrowings under asset-backed borrowings at amortized cost 260,265 — Repayments of asset-backed borrowings at amortized cost ( 48,746 ) — Borrowings under acquisition and corporate financing — 17,723 Repayments of acquisition and corporate financing ( 17,147 ) ( 10,195 ) Payments of deferred financing costs ( 2,427 ) ( 775 ) Borrowings allocated to warrants — 6,632 Net payments related to stock-based activities ( 232 ) ( 1,364 ) Net cash used in financing activities ( 131,806 ) ( 39,062 ) Net decrease in cash and cash equivalents and restricted cash ( 9,463 ) ( 1,896 ) Cash and cash equivalents and restricted cash, beginning of period 206,016 203,817 Cash and cash equivalents and restricted cash, end of period $ 196,553 $ 201,921 Supplemental disclosure of cash flow information Cash and cash equivalents $ 69,200 $ 74,075 Restricted cash 127,353 127,846 Total cash and cash equivalents and restricted cash $ 196,553 $ 201,921 Cash paid for income taxes, net of refunds $ ( 680 ) $ 307 Cash paid for interest $ 56,657 $ 37,459 Cash paid for amounts included in the measurement of operating lease liabilities $ 3,328 $ 3,725 Supplemental disclosures of non-cash investing and financing activities Right of use assets obtained in exchange for operating lease obligations $ 164 $ 1,179 Non-cash investments in capitalized assets $ 739 $ ( 1,143 ) Non-cash financing activities $ ( 1,649 ) $ 6,672 See Notes to the Condensed Consolidated Financial Statements. 6 OPORTUN FINANCIAL CORPORATION Notes to the Condensed Consolidated Financial Statements (Unaudited) March 31, 2024 1. Organization and Description of Business Oportun Financial Corporation (together with its subsidiaries unless the context indicates otherwise, "Oportun" or the "Company") is a mission driven fintech that puts its members’ financial goals within reach. With intelligent borrowing, savings, and budgeting capabilities, the Company empowers members with the confidence to build a better financial future. Oportun takes a holistic approach to serving its members and views as its purpose to responsibly meet their current capital needs, help grow its members' financial profiles, increase their financial awareness and put them on a path to a financially healthy life. Oportun offers access to a comprehensive suite of products powered by A.I., offered either directly or through partners, including unsecured and secured lending, and savings. The Company is headquartered in San Carlos, California. The Company has been certified by the United States Department of the Treasury as a Community Development Financial Institution ("CDFI") since 2009. Segments Segments are defined as components of an enterprise for which discrete financial information is available and evaluated regularly by the chief operating decision maker ("CODM") in deciding how to allocate resources and in assessing performance. The Company’s Chief Executive Officer and the Company's Chief Financial Officer are collectively considered to be the CODM. The CODM reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company’s operations constitute a single reportable segment. 2. Summary of Significant Accounting Policies Basis of Presentation ‑ The Company meets the SEC's definition of a “Smaller Reporting Company”, and therefore qualifies for the SEC's reduced disclosure requirements for smaller reporting companies. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). These statements are unaudited and reflect all normal, recurring adjustments that are, in management's opinion, necessary for the fair presentation of results. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain prior-period financial information has been reclassified to conform to current period presentation. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 (the "Annual Report"), filed with the Securities and Exchange Commission ("SEC") on March 15, 2024. Use of Estimates ‑ The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of income and expenses during the reporting period. These estimates are based on information available as of the date of the condensed consolidated financial statements; therefore, actual results could differ from those estimates and assumptions. Accounting Policies - There have been no changes to the Company's significant accounting policies from those described in Part II, Item 8 - Financial Statements and Supplementary Data in the Annual Report, except for the new accounting pronouncements subsequently adopted as noted below. Recently Adopted Accounting Standards None. Accounting Standards to be Adopted Income Taxes - In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures. This ASU requires entities to disclose in their rate reconciliation table additional categories or information about federal, state and foreign income taxes and to provide more details about the reconciling items in some categories if the items meet a quantitative threshold and requires annual disclosure of income taxes paid to be disaggregated by federal, state and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold. The ASU is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company has evaluated the effect of the new guidance and determined the ASU expands tax disclosures but it will not have a material impact on the consolidated financial statements. Segment Reporting - In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures . The ASU enhances disclosures about significant segment expenses, provides new segment disclosure requirements for entities with a single reportable segment, enhances interim disclosure requirements, clarifies circumstances in which an entity is permitted to disclose multiple segment measures of profit or loss and other disclosure requirements. The ASU is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company has evaluated the effect of the new guidance and determined that the expanded segment disclosures will not have a material impact on the consolidated financial statements. 7 3. Earnings (Loss) per Share Basic and diluted earnings (loss) per share are calculated as follows: Three Months Ended March 31, (in thousands, except share and per share data) 2024 2023 Net loss $ ( 26,439 ) $ ( 102,090 ) Net income (loss) attributable to common stockholders $ ( 26,439 ) $ ( 102,090 ) Basic weighted-average common shares outstanding 38,900,876 33,979,050 Weighted average effect of dilutive securities: Diluted weighted-average common shares outstanding 38,900,876 33,979,050 Earnings (loss) per share: Basic $ ( 0.68 ) $ ( 3.00 ) Diluted $ ( 0.68 ) $ ( 3.00 ) The following common share equivalent securities have been excluded from the calculation of diluted weighted-average common shares outstanding because the effect is anti-dilutive for the periods presented: Three Months Ended March 31, 2024 2023 Stock options 2,543,871 3,261,871 Restricted stock units 3,626,101 3,953,396 Total anti-dilutive common share equivalents 6,169,972 7,215,267 4. Variable Interest Entities Variable interest entities ("VIEs") are legal entities that either have an insufficient amount of equity at risk for the entity to finance its activities without additional subordinated financial support or, as a group, the holders of equity investment at risk lack the ability to direct the entity's activities that most significantly impact economic performance through voting or similar rights, or do not have the obligation to absorb the expected losses or the right to receive expected residual returns of the entity. For all VIEs in which the Company is involved, it assesses whether it is the primary beneficiary of the VIE on an ongoing basis. In circumstances where the Company has both the power to direct the activities that most significantly impact the VIEs performance and the obligation to absorb losses or the right to receive the benefits of the VIE that could be significant, it would conclude that it is the primary beneficiary of the VIE, and it consolidates the VIE. In situations where the Company is not deemed to be the primary beneficiary of the VIE, it does not consolidate the VIE and only recognizes its interests in the VIE. In addition, on June 16, 2023 and August 3, 2023, the Company entered into forward flow whole loan sale agreements that are considered secured borrowings and are not considered VIEs. See Note 8, Borrowings for additional information on the secured borrowing under the caption of asset-backed borrowings at amortized cost. Consolidated VIEs As part of the Company’s overall funding strategy, the Company transfers a pool of designated loans receivable to wholly owned special-purpose subsidiaries to collateralize certain asset-backed financing transactions. For these VIEs where the Company has determined that it is the primary beneficiary because it has the power to direct the activities that most significantly impact the VIEs’ economic performance and the obligation to absorb the losses or the right to receive benefits from the VIEs that could potentially be significant to the VIEs, the VIEs assets and related liabilities are consolidated with the results of the Company. Such power arises from the Company’s contractual right to service the loans receivable securing the VIEs’ asset-backed debt obligations. The Company has an obligation to absorb losses or the right to receive benefits that are potentially significant to the VIEs because it retains the residual interest of each asset-backed financing transaction in the form of an asset-backed certificate. Accordingly, the Company includes the VIEs’ assets, including the assets securing the financing transactions, and related liabilities in its condensed consolidated financial statements. Each consolidated VIE issues a series of asset-backed securities that are supported by the cash flows arising from the loans receivable securing such debt. Cash inflows arising from such loans receivable are distributed monthly to the transaction’s lenders and related service providers in accordance with the transaction’s contractual priority of payments. The creditors of the VIEs above have no recourse to the general credit of the Company as the primary beneficiary of the VIEs and the liabilities of the VIEs can only be settled by the respective VIE’s assets. The Company retains the most subordinated economic interest in each financing transaction through its ownership of the respective residual interest in each VIE. The Company has no obligation to repurchase loans receivable that initially satisfied the financing transaction’s eligibility criteria but subsequently became delinquent or a defaulted loans receivable. 8 The following table represents the assets and liabilities of consolidated VIEs recorded on the Company’s Condensed Consolidated Balance Sheets (Unaudited): March 31, December 31, (in thousands) 2024 2023 Consolidated VIE assets Restricted cash $ 104,118 $ 91,466 Loans receivable at fair value 2,393,160 2,539,186 Total VIE assets 2,497,278 2,630,652 Consolidated VIE liabilities Secured financing (1) 72,702 290,949 Asset-backed notes at fair value 1,701,854 1,780,005 Asset-backed borrowings at amortized cost 383,856 195,057 Acquisition financing (1) 45,790 57,237 Total VIE liabilities $ 2,204,202 $ 2,323,248 (1) Amounts exclude deferred financing costs. See Note 8, Borrowings for additional information. 5. Loans Held for Sale and Loans Sold Other Loan Sales - The Company enters into agreements to sell certain populations of its personal loans and credit card receivables from time to time, including non-performing loans and credit card receivables originated as held for investment. The sold loans were accounted for under the fair value option. The loan sales qualified for sale accounting treatment and the Company derecognized these loans from its Condensed Consolidated Balance Sheets (Unaudited) at the end of the quarter in which the loans were sold. Whole Loan Sale Program ‑ The Company enters into whole loan sale agreements with third parties in which we agree to sell newly originated unsecured personal loans and secured personal loans. The originations of loans sold and held for sale during the three months ended March 31, 2024 was $ 22.2 million and the Company recorded a gain on sale of $ 1.5 million and servicing revenue of $ 1.6 million. The originations of loans sold and held for sale during the three months ended March 31, 2023 was $ 10.0 million. The gain on sale recorded during the three months ended March 31, 2023 was $ 1.4 million. Servicing revenue during the same time period was $ 3.0 million. 6. Capitalized Software and Other Intangibles Capitalized software, net consists of the following: March 31, December 31, (in thousands) 2024 2023 Capitalized software, net: System development costs $ 162,357 $ 158,577 Acquired developed technology 48,500 48,500 Less: Accumulated amortization ( 130,038 ) ( 119,810 ) Total capitalized software, net $ 80,819 $ 87,267 Capitalized software, net Amortization of system development costs and acquired developed technology for three months ended March 31, 2024 and 2023 was $ 10.2 million and $ 10.1 million, respectively. System development costs capitalized in the three months ended March 31, 2024 and 2023 were $ 3.8 million and $ 10.6 million, respectively. Acquired developed technology was $ 48.5 million and is related to the acquisition of Digit on December 22, 2021. Intangible Assets The gross carrying amount and accumulated amortization, in total and by major intangible asset class are as follows: 9 March 31, December 31, (in thousands) 2024 2023 Intangible assets: Member relationships $ 34,500 $ 34,500 Trademarks 5,626 5,626 Other 3,000 3,000 Less: Accumulated amortization ( 17,575 ) ( 15,658 ) Total intangible assets, net $ 25,551 $ 27,468 Amortization of intangible assets for the three months ended March 31, 2024 and 2023 was $ 1.9 million and $ 1.6 million, respectively. On March 8, 2023, the Company revealed its rebranding of Oportun and Digit as a single brand. Therefore, the Company wrote off its $ 0.8 million Digit trademark. Expected future amortization expense for intangible assets as of March 31, 2024 is as follows: (in thousands) Fiscal Years 2024 (remaining nine months) $ 5,621 2025 4,929 2026 4,929 2027 4,929 2028 4,780 2029 — Thereafter — Total $ 25,188 7. Other Assets Other assets consist of the following: March 31, December 31, (in thousands) 2024 2023 Fixed assets Total fixed assets $ 48,067 $ 48,944 Less: Accumulated depreciation ( 42,050 ) ( 41,953 ) Total fixed assets, net $ 6,017 $ 6,991 Other Assets Prepaid expenses $ 15,600 $ 15,758 Deferred tax assets 52,899 48,123 Current tax assets 3,382 4,731 Receivable from banking partner 5,666 4,050 Derivative asset 10,482 9,307 Other 20,092 18,720 Total other assets $ 114,138 $ 107,680 Fixed Assets Depreciation and amortization expense related to fixed assets for the three months ended March 31, 2024 and 2023 was $ 1.1 million and $ 1.3 million, respectively. 10 8. Borrowings Secured Financing The following table presents information regarding the Company's Secured Financing facilities: March 31, 2024 December 31, 2023 Variable Interest Entity Facility Amount Maturity Date Interest Rate Balance Balance (in thousands) Oportun CCW Trust (1) $ 80,000 December 1, 2024 Adjusted SOFR + 3.41 % $ 63,559 $ 68,409 Oportun PLW Trust 600,000 September 1, 2024 Adjusted SOFR + 2.17 % 8,547 221,542 Total secured financing $ 680,000 $ 72,106 $ 289,951 (1) As of December 31, 2023, the facility amount of the Secured Financing - CCW facility (Oportun CCW Trust) was $ 100.0 million. On January 31, 2024, the Company entered into an amendment to the Credit Card Warehouse facility to reduce the commitment amount from $ 100.0 million to $ 80.0 million and adjusted the minimum payment rate requirement, advance rate, and the amount of other loan sales permissable. Asset-backed Notes at Fair Value The following table presents information regarding asset-backed notes: March 31, 2024 Variable Interest Entity Initial note amount issued (1) Initial collateral balance (2) Current balance (1) Current collateral balance (2) Weighted average interest rate (3) Original revolving period (4) (in thousands) Asset-backed notes recorded at fair value: Oportun Issuance Trust (Series 2022-3) $ 300,000 $ 310,993 $ 119,021 $ 134,299 9.82 % N/A Oportun Issuance Trust (Series 2022-2) 400,000 410,212 104,276 120,674 9.23 % N/A Oportun Issuance Trust (Series 2022-A) 400,000 410,211 394,163 415,310 5.43 % 2 years Oportun Issuance Trust (Series 2021-C) 500,000 512,762 470,738 519,122 2.47 % 3 years Oportun Issuance Trust (Series 2021-B) 500,000 512,759 472,928 518,830 2.04 % 3 years Oportun Funding XIV, LLC (Series 2021-A) 375,000 383,632 140,728 155,838 1.78 % 2 years Total asset-backed notes recorded at fair value $ 2,475,000 $ 2,540,569 $ 1,701,854 $ 1,864,073 December 31, 2023 Variable Interest Entity Initial note amount issued (1) Initial collateral balance (2) Current balance (1) Current collateral balance (2) Weighted average interest rate ( 3) Original revolving period (4) (in thousands) Asset-backed notes recorded at fair value: Oportun Issuance Trust (Series 2022-3) $ 300,000 $ 310,993 $ 145,732 $ 165,079 9.34 % N/A Oportun Issuance Trust (Series 2022-2) 400,000 410,212 135,825 156,027 8.46 % N/A Oportun Issuance Trust (Series 2022-A) 400,000 410,211 390,755 415,448 5.44 % 2 years Oportun Issuance Trust (Series 2021-C) 500,000 512,762 459,212 519,612 2.47 % 3 years Oportun Issuance Trust (Series 2021-B) 500,000 512,759 466,317 519,115 2.05 % 3 years Oportun Funding XIV, LLC (Series 2021-A) 375,000 383,632 182,164 200,758 1.78 % 2 years Oportun Funding XIII, LLC (Series 2019-A) 279,412 294,118 — — — % 3 years Total asset-backed notes recorded at fair value $ 2,754,412 $ 2,834,687 $ 1,780,005 $ 1,976,039 (1) Initial note amount issued includes notes retained by the Company as applicable. The current balances are measured at fair value for asset-backed notes recorded at fair value. (2) Includes the unpaid principal balance of loans receivable, the balance of required reserve funds, cash, cash equivalents and restricted cash pledged by the Company. (3) Weighted average interest rate excludes notes retained by the Company. There were no notes retained by the Company as of March 31, 2024. The weighted average interest rate for Series 2022-2 and Series 2022-3 will change over time as the notes pay sequentially (in class priority order). (4) The revolving period for Series 2021-A ended on March 1, 2023. These asset-backed notes have been amortizing since then. Series 2022-2 and Series 2022-3 are both amortizing deals with no revolving period. 11 Asset-backed Borrowings at Amortized Cost The following table represents information regarding the Company's Asset-backed borrowings at amortized cost: March 31, 2024 December 31, 2023 Balance Balance Asset-backed borrowings at amortized cost Pledged Asset (1) Associated Liability Pledged Asset (1) Associated Liability (in thousands) Oportun Issuance Trust 2024-1 $ 190,033 $ 188,608 $ — $ — Oportun CL Trust 2023-A 197,390 195,248 197,390 195,057 Other Asset Backed Borrowings 402,124 403,668 382,712 386,411 Total asset-backed borrowings recorded at amortized cost: $ 789,547 $ 787,524 $ 580,102 $ 581,468 (1) The amount of pledged assets are recognized within the Loans Receivable at Fair Value within the Consolidated Balance Sheet. On February 13, 2024, the Company announced the issuance of $ 199.5 million of Series 2024-1 fixed-rate asset-backed notes secured by a pool of its unsecured and secured personal installment loans (the "2024-1 Securitization"). The 2024-1 Securitization included four classes of fixed rate notes. The notes were offered and sold in a private placement in reliance on Rule 144A under the U.S. Securities Act of 1933, as amended, and were priced with a weighted average yield of 8.600 % per annum and weighted average coupon of 8.434 % per annum. Acquisition and Corporate Financing The following table presents information regarding the Company's Acquisition and Corporate Financings: March 31, 2024 December 31, 2023 Entity Original Balance Maturity Date Interest Rate Balance Balance (in thousands) Oportun Financial Corporation (1) $ 150,000 September 14, 2026 SOFR (minimum of 0.00 %) + 12.00 % $ 200,098 $ 204,100 Oportun RF, LLC (2) 116,000 January 10, 2025 SOFR (minimum of 0.00 %) + 11.00 % 43,315 54,646 Total acquisition and corporate financings $ 266,000 $ 243,413 $ 258,746 (1) The Corporate Financing facility (Oportun Financial Corporation) was upsized and amended on March 10, 2023 to provide the ability to be able to borrow up to an additional $ 75.0 million. (2) As of December 31, 2023, the maturity date of the Acquisition Financing facility (Oportun RF, LLC) was October 10, 2024. Amendments to Corporate Financing On March 12, 2024, the Company entered into Amendment No. 3 to the Corporate Financing (the “Third Amendment”), by and among the Company, as borrower, the subsidiaries of the Company party thereto as guarantors, certain affiliates of Neuberger Berman Specialty Finance as lenders, and the Agent. The Third Amendment includes modifications to the minimum asset coverage ratio covenant levels, provides for an interest rate step-up of 3.00 % per annum for certain months beginning in August 2024 in which the asset coverage ratio is less than 1.00 to 1.00, and requires certain principal payments in amounts equal to $ 5.7 million per month to be made on the last business day of each of March, April and May 2024. In addition, the Third Amendment requires principal payments equal to 100 % of the net cash proceeds of any indebtedness junior in priority to the obligations under the Corporate Financing. Amendments to Acquisition Financing On March 8, 2024, the Acquisition Financing facility (Oportun RF, LLC) was amended to provide for a three-month principal payment holiday for the months of March, April and May 2024, in amounts equal to $ 5.7 million per month. In addition, the amendment extended the term of the Acquisition Financing facility to January 10, 2025. See Note 10, Stockholders' Equity for additional information on the Warrants. As of March 31, 2024, and December 31, 2023, the Company was in compliance with all covenants and requirements of the Secured Financing, Acquisition and Corporate Financing facilities and asset-backed notes. 12 9. Other Liabilities Other liabilities consist of the following: March 31, December 31, (in thousands) 2024 2023 Accounts payable $ 6,531 $ 5,288 Accrued compensation 11,850 15,359 Accrued expenses 24,861 24,791 Accrued interest 7,843 8,415 Amount due to whole loan buyer 4,031 4,169 Current tax liabilities 7,134 7,139 Other 2,910 3,777 Total other liabilities $ 65,160 $ 68,938 10. Stockholders' Equity Preferred Stock - The Board has the authority, without further action by the Company's stockholders, to issue up to 100,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by the Board. There were no shares of undesignated preferred stock issued or outstanding as of March 31, 2024 or December 31, 2023. Common Stock - As of March 31, 2024 and December 31, 2023, the Company was authorized to issue 1,000,000,000 shares of common stock with a par value of $ 0.0001 per share. As of March 31, 2024, 35,861,277 and 35,589,254 shares were issued and outstanding, respectively, and 272,023 shares were held in treasury stock. As of December 31, 2023, 34,741,076 and 34,469,053 shares were issued and outstanding, respectively, and 272,023 shares were held in treasury stock. Warrants - On March 10, 2023, pursuant to the Second Amendment of the Corporate Financing facility, the Company issued detachable Warrants to the lenders providing the Incremental Tranche A-1 Loans to purchase 1,980,242 shares of the Company’s common stock at an exercise price of $ 0.01 per share. On March 27, 2023, in connection with the funding of the Incremental Tranche A-2 Loans, the Company issued Warrants to the lenders providing the Incremental Tranche A-2 Loans to purchase 116,485 shares of the Company’s common stock at an exercise price of $ 0.01 per share. On May 5, 2023, in connection with the funding of the Incremental Tranche B Loans, the Company issued Warrants to the lenders providing the Incremental Tranche B Loans to purchase 1,048,363 shares of the Company's common stock at an exercise price of $ 0.01 per share. On June 30, 2023, in connection with the funding of the Incremental Tranche C Loans, the Company issued Warrants to the lenders providing the Incremental Tranche C Loans to purchase 1,048,363 shares of the Company’s common stock at an exercise price of $ 0.01 per share. See Liquidity and Capital Resources section for additional information on the Second Amendment of the Corporate Financing facility. 11. Equity Compensation and Other Benefits The Company's stock-based plans are described and informational disclosures are provided in the Notes to the Consolidated Financial Statements included in the Annual Report. Stock-based Compensation - Total stock-based compensation expense included in the Condensed Consolidated Statements of Operations (Unaudited) is as follows: Three Months Ended March 31, (in thousands) 2024 2023 Technology and facilities $ 1,159 $ 1,049 Sales and marketing 24 33 Personnel 2,799 3,796 Total stock-based compensation (1) $ 3,982 $ 4,878 (1) Amounts shown are net of $ 0.3 million of capitalized stock-based compensation for the three months ended March 31, 2024 and net of $ 0.5 million of capitalized stock-based compensation for the three months ended March 31, 2023. As of March 31, 2024, and December 31, 2023, the Company’s total unrecognized compensation cost related to unvested stock-based option awards granted to employees was $ 1.9 million and $ 2.6 million, respectively, which will be recognized over a weighted-average vesting period of approximately 1.9 years for both periods. As of March 31, 2024 and December 31, 2023, the Company's total unrecognized compensation cost related to time-based and performance-based unvested restricted stock unit awards granted to employees was $ 18.6 million and $ 24.8 million, respectively, which will be recognized over a weighted average vesting period of approximately 2.0 years and 2.1 years, respectively. Cash flows from the tax benefits for tax deductions resulting from the exercise of stock options in excess of the compensation expense recorded for those options (excess tax benefits) are required to be classified as cash from financing activities. The Company recognized $ 1.1 million and 13 $ 1.4 million of income tax benefit in its consolidated statement of operations related to stock-based compensation expense for the three months ended March 31, 2024 and 2023, respectively. Additionally, the total income tax expense (benefit) recognized in the income statement for share-based compensation exercises was $ 1.6 million and $ 2.4 million for the three months ended March 31, 2024 and 2023, respectively. 12. Revenue Interest Income - Total interest income included in the Condensed Consolidated Statements of Operations (Unaudited) is as follows: Three Months Ended March 31, (in thousands) 2024 2023 Interest income Interest on loans $ 225,683 $ 232,200 Fees on loans 4,907 5,419 Total interest income 230,590 237,619 Non-interest Income - Total non-interest income included in the Condensed Consolidated Statements of Operations (Unaudited) is as follows: Three Months Ended March 31, (in thousands) 2024 2023 Non-interest income Gain on loan sales $ 1,501 $ 1,326 Servicing fees 3,409 3,680 Subscription revenue 6,519 6,878 Interest on member accounts 4,667 5,228 Other income 3,796 4,781 Total non-interest income $ 19,892 $ 21,893 13. Income Taxes For the three months ended March 31, 2024 and 2023, the Company calculates its year-to-date income tax expense (benefit) by applying the estimated annual effective tax rate to the year-to-date income from operations before income taxes and adjusts the income tax expense (benefit) for discrete tax items recorded in the period. During the three months ended March 31, 2024 and 2023, the Company recorded income tax benefit of $ 4.0 million and $ 39.4 million, respectively, related to continuing operations. The Company’s reported effective tax rates were 13.2 % and 27.9 % for the three months ended March 31, 2024 and 2023, respectively. Income tax benefit decreased by $ 35.4 million or 89.8 % , from $ 39.4 million for the three months ended March 31, 2023 to $ 4.0 million for the three months ended March 31, 2024, primarily as a result of having a smaller pretax loss for the three months ended March 31, 2024. The Company's effective tax rates for the three months ended March 31, 2024 differ from the statutory tax rates primarily due to the impacts of the research and development tax credit and stock-based compensation. The Company’s policy is to recognize interest and penalties associated with income taxes in income tax expense. The Company expects to release $ 3.6 million of the uncertain tax positions within the next twelve months due to the expiration of various statute of limitations at the end of 2024. In December 2021, the Organization for Economic Co-operation and Development Inclusive Framework on Base Erosion Profit Shifting released Model Global Anti-Base Erosion rules (“Model Rules”) under Pillar Two. The Model Rules set forth the “common approach” for a Global Minimum Tax at 15 percent for multinational enterprises with a turnover of more than 750 million euros. Rules under Pillar Two were effective from January 1, 2024. The Company does not expect adoption of Pillar Two rules to have a significant impact on its consolidated financial statements during fiscal year 2024. 14 14. Fair Value of Financial Instruments Financial Instruments at Fair Value The table below compares the fair value of loans receivable and asset-backed notes to their contractual balances for the periods shown: March 31, 2024 December 31, 2023 (in thousands) Unpaid Principal Balance Fair Value Unpaid Principal Balance Fair Value Assets Loans receivable - personal loans $ 2,652,473 $ 2,744,380 $ 2,824,342 $ 2,853,186 Loans receivable - credit cards 99,916 97,145 111,145 109,166 Total Loans Receivable at Fair Value $ 2,752,389 $ 2,841,525 $ 2,935,487 $ 2,962,352 Liabilities Asset-backed notes 1,769,132 1,701,854 1,874,406 1,780,005 The Company calculates the fair value of the asset-backed notes using independent pricing services and broker price indications, which are based on quoted prices for identical or similar notes, which are Level 2 input measures. The Company primarily uses a discounted cash flow model to estimate the fair value of Level 3 instruments based on the present value of estimated future cash flows. This model uses inputs that are inherently judgmental and reflect management’s best estimates of the assumptions a market participant would use to calculate fair value. The following tables present quantitative information about the significant unobservable inputs used for the Company’s Level 3 fair value measurements for Loans Receivable at Fair Value. The personal loans receivable balance at fair value as of March 31, 2024, consists of $ 2,624.1 million of unsecured personal loans receivable and $ 120.3 million of secured personal loans receivable. March 31, 2024 December 31, 2023 Personal Loans Receivable Minimum Maximum Weighted Average (2) Minimum Maximum Weighted Average (2) Remaining cumulative charge-offs (1) 7.77 % 50.28 % 11.61 % 6.87 % 51.00 % 11.80 % Remaining cumulative prepayments (1) 0.00 % 25.70 % 21.08 % 0.00 % 28.17 % 23.83 % Average life (years) 0.15 1.33 1.02 0.18 1.37 1.01 Discount rate 9.10 % 9.10 % 9.10 % 10.10 % 10.10 % 10.10 % (1) Figure disclosed as a percentage of outstanding principal balance. (2) Unobservable inputs were weighted by outstanding principal balance, which are grouped by risk (type of customer, original loan maturity terms). March 31, 2024 December 31, 2023 Credit Card Receivables Range Range Remaining cumulative charge-offs (1) 20.24 % 20.16 % Principal payment rate (1) 6.65 % 7.06 % Average life (years) 1.07 1.00 Discount rate 9.10 % 10.20 % (1) Figure disclosed as a percentage of outstanding principal balance. The Company has derivative instruments in connection with its bank partnership program with Pathward, N.A. related to excess interest proceeds it expects to receive on loans retained by Pathward, N.A. Based on the agreement underlying the bank partnership program, for all loans originated and retained by Pathward, Pathward receives a fixed interest rate. The Company bears the risk of credit loss and has the benefit of any excess interest proceeds after satisfying various obligations under the agreement. The fair value of the derivative instrument as of March 31, 2024 and December 31, 2023, were $ 10.5 million and $ 9.3 million, respectively. The underlying cash flows as of March 31, 2024 and December 31, 2023, were $ 13.6 million and $ 12.2 million, respectively. The following table presents quantitative information about the significant unobservable inputs used for the Company’s Level 3 fair value measurements for derivative instruments presented within Other Assets in the Condensed Consolidated Balance Sheets (Unaudited): 15 March 31, 2024 December 31, 2023 Low High Weighted Average Low High Weighted Average Remaining cumulative charge-offs 0.76 % 31.71 % 10.24 % 1.09 % 30.38 % 10.56 % Remaining cumulative prepayments 0.00 % 3.03 % 0.72 % 0.01 % 3.89 % 0.92 % Average life (years) 0.36 2.07 1.70 0.36 2.00 1.64 Discount rate 17.74 % 17.74 % 17.74 % 17.00 % 17.00 % 17.00 % Fair value adjustments related to financial instruments where the fair value option has been elected are recorded through earnings for the three months ended March 31, 2024 and 2023. Certain unobservable inputs may (in isolation) have either a directionally consistent or opposite impact on the fair value of the financial instrument for a given change in that input. When multiple inputs are used within the valuation techniques for loans, a change in one input in a certain direction may be offset by an opposite change from another input. For personal loans receivable, the Company developed an internal model to estimate the fair value of loans receivable held for investment. To generate future expected cash flows, the model combines receivable characteristics with assumptions about borrower behavior based on the Company’s historical loan performance. These cash flows are then discounted using a required rate of return that management estimates would be used by a market participant. The Company tested the unsecured personal loan fair value model by comparing modeled cash flows to historical loan performance to ensure that the model was complete, accurate and reasonable for the Company’s use. The Company also engaged a third party to create an independent fair value estimate for the Loans Receivable at Fair Value, which provides a set of fair value marks using the Company’s historical loan performance data and whole loan sale prices to develop independent forecasts of borrower behavior. For credit card receivables, the Company uses historical data to derive assumptions about certain loan portfolio characteristics such as principal payment rates, interest yields and fee yields. Similar to the model used for personal loans receivable, the Company engaged a third party to create an independent fair value estimate, which provides a range of fair values that are compared for reasonableness. For the derivative, the Company uses a base set of cash flows derived from historical data and management assumptions. From this base set of cash flows, funds that are projected to be released to the Company according to the contractual terms outlined in the waterfall agreement are calculated on an aggregate basis then discounted at a rate that is representative of equity yield. The table below presents a reconciliation of Loans Receivable at Fair Value on a recurring basis using significant unobservable inputs: Three Months Ended March 31, (in thousands) 2024 2023 Balance – beginning of period $ 2,962,352 $ 3,175,449 Principal disbursements 584,162 673,935 Principal and interest payments from members ( 596,033 ) ( 621,972 ) Other loan sales ( 34,857 ) ( 38,209 ) Gross charge-offs ( 103,037 ) ( 107,406 ) Net increase (decrease) in fair value 28,938 ( 37,319 ) Balance – end of period $ 2,841,525 $ 3,044,478 As of March 31, 2024, the aggregate fair value of loans that are 90 days or more past due and in non-accrual status was $ 6.1 million, and the aggregate unpaid principal balance for loans that are 90 days or more past due was $ 36.3 million. As of December 31, 2023, the aggregate fair value of loans that are 90 days or more past due and in non-accrual status was $ 5.2 million, and the aggregate unpaid principal balance for loans that are 90 days or more past due was $ 41.5 million. 16 Financial Instruments Disclosed But Not Carried at Fair Value The following table presents the carrying value and estimated fair values of financial assets and liabilities disclosed but not carried at fair value and the level within the fair value hierarchy: March 31, 2024 Carrying value Estimated fair value Estimated fair value (in thousands) Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 69,200 $ 69,200 $ 69,200 $ — $ — Restricted cash 127,353 127,353 127,353 — — Loans held for sale (Note 5) 427 395 — — 395 Liabilities Accounts payable 6,531 6,531 6,531 — — Secured financing (Note 8) 72,702 72,193 — 72,193 — Asset-backed borrowings at amortized cost (Note 8) (1) 789,547 792,224 — 390,100 402,124 Acquisition and corporate financing (Note 8) 268,516 276,137 — 276,137 — (1) As of March 31, 2024, the Company estimates the carrying value of the Level 3 other asset-backed borrowings at amortized cost to approximate their fair value as the underlying cash flows and associated assumptions are reviewed and updated each period. December 31, 2023 Carrying value Estimated fair value Estimated fair value (in thousands) Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 91,187 $ 91,187 $ 91,187 $ — $ — Restricted cash 114,829 114,829 114,829 — — Liabilities Accounts payable 5,288 5,288 5,288 — — Secured financing (Note 8) 290,949 285,231 — 285,231 — Asset-backed borrowings at amortized cost (Note 8) (1) 580,101 580,101 — — 580,101 Acquisition and corporate financing (Note 8) 285,682 286,865 — 286,865 — As of December 31, 2023, the Company estimates the carrying value of asset-backed borrowings at amortized cost to approximate their fair value as the underlying cash flows and associated assumptions are reviewed and updated each period. The Company uses the following methods and assumptions to estimate fair value: • Cash, cash equivalents, restricted cash and accounts payable ‑ The carrying values of certain of the Company’s financial instruments, including cash and cash equivalents, restricted cash and accounts payable, approximate Level 1 fair values of these financial instruments due to their short-term nature. • Loans held for sale ‑ The fair values of loans held for sale are based on a negotiated agreement with the purchaser. • Secured financing, acquisition and corporate financing ‑ The fair values of the secured financing, and acquisition and corporate financing facilities have been calculated using discount rates equivalent to the weighted-average market yield of comparable debt securities, which is a Level 2 input measure. • Asset-backed borrowings at amortized cost ‑ The fair values of the asset-backed borrowings at amortized cost have been calculated by discounting the contractual cash flows at the interest rate the Company estimates such arrangement would bear if executed in the current market, which is a Level 3 input measure. There were no transfers in or out of Level 3 assets and liabilities for the three months ended March 31, 2024 and 2023 and the year ended December 31, 2023. 15. Leases, Commitments and Contingencies Leases - The Company’s leases are primarily for real property consisting of retail locations and office space and have remaining lease terms of 6 years or less. 17 The Company has elected the practical expedient to keep leases with terms of 12 months or less off the balance sheet as no recognition of a lease liability and a right-of-use asset is required. Operating lease expense is recognized on a straight-line basis over the lease term in "Technology and facilities" in the Condensed Consolidated Statements of Operations (Unaudited). All of the Company’s existing lease arrangements are classified as operating leases. At the inception of a contract, the Company determines if the contract is or contains a lease. At the commencement date of a lease, the Company recognizes a lease liability equal to the present value of the lease payments and a right-of-use asset representing the Company's right to use the underlying asset for the duration of the lease term. The Company’s leases include options to extend or terminate the arrangement at the end of the original lease term. The Company generally does not include renewal or termination options in its assessment of the leases unless extension or termination for certain assets is deemed to be reasonably certain. Variable lease payments and short-term lease costs were deemed immaterial. The Company’s leases do not provide an explicit rate. The Company uses its contractual borrowing rate to determine lease discount rates. As of March 31, 2024, maturities of lease liabilities, excluding short-term leases and leases on a month-to-month basis, were as follows: (in thousands) Operating Leases Lease expense 2024 (remaining nine months) $ 9,314 2025 10,907 2026 4,808 2027 1,770 2028 543 2029 113 Thereafter — Total lease payments 27,455 Imputed interest ( 1,983 ) Total leases $ 25,472 Weighted average remaining lease term 2.6 years Weighted average discount rate 4.70 % As of December 31, 2023, maturities of lease liabilities, excluding short-term leases and leases on a month-to-month basis, were as follows: (in thousands) Operating Leases Lease expense 2024 12,786 2025 10,851 2026 4,700 2027 1,661 2028 435 2029 40 Thereafter — Total lease payments 30,473 Imputed interest ( 2,097 ) Total leases $ 28,376 Weighted average remaining lease term 2.7 years Weighted average discount rate 4.72 % Rental expenses under operating leases for the three months ended March 31, 2024 and 2023, w a s $ 3.9 million and $ 4.4 million, respectively. Purchase Commitments ‑ The Company has commitments to purchase information technology and communication services in the ordinary course of business, with various terms through 2027. These amounts are not reflective of the Company’s entire anticipated purchases under the related agreements; rather, they are determined based on the non-cancelable amounts to which the Company is contractually obligated. The Company’s purchase obligations are $ 29.2 million for the remainder of 2024, $ 28.7 million in 2025, $ 13.8 million in 2026, $ 1.1 million in 2027 and $ 0.0 million in 2028. Bank Partnership Program and Servicing Agreement - The Company entered into a bank partnership program with Pathward, N.A. on August 11, 2020. In accordance with the agreements underlying the bank partnership program, Oportun has a commitment to purchase an increasing percentage of program loans originated by Pathward based on thresholds specified in the agreements. Lending under the partnership was launched in August of 2021 and as of March 31, 2024, the Company has a commitment to purchase an additional $ 20.5 million of program loans based on originations through March 31, 2024. 18 Unfunded Loan and Credit Card Commitments - Unfunded loan and credit card commitments at March 31, 2024 and December 31, 2023 were $ 31.7 million and $ 32.9 million, respectively. WebBank has a direct obligation to borrowers to fund such credit card commitments subject to the respective account agreements with such borrowers; however, pursuant to the Receivables Purchase Agreement between WebBank and Oportun, Inc., the Company has the obligation to purchase receivables from WebBank representing these unfunded amounts. Mexico Value-added Tax - In October 2023, the Company's Mexico subsidiary received notice from Mexico's Servicio de Administración Tributaria, the Mexican federal tax authority, for claims related to the alleged underpayment of value-added tax, including inflationary adjustments, fines and penalties for tax years 2017-2019. The Company disputes that there were underpayments in any of those years, and intends to pursue all available administrative and legal avenues of appeal to assert its position. No accrual related to this matter has been recorded as of March 31, 2024, as the Company believes it is not probable to be incurred. However, it is reasonably possible the Company will be unsuccessful in asserting at least some of these claims, and for those claims, the Company believes it may be exposed to a liability ranging from zero to $ 3.8 million, consisting of $ 1.2 million of value-added tax and $ 2.6 million of inflationary adjustments, fines and penalties. These estimates are subject to change based on the results of the administrative and legal appeal processes, however, timing of the resolution of this issue is unknown. Litigation From time to time, the Company may bring or be subject to other legal proceedings and claims in the ordinary course of business, including legal proceedings with third parties asserting infringement of their intellectual property rights, consumer litigation, and regulatory proceedings. The Company is not presently a party to any other legal proceedings that, if determined adversely to the Company, would individually or taken together have a material adverse effect on its business, financial condition, cash flows or results of operations. See Part II. Item 1. Legal Proceedings for additional information regarding legal proceedings in which the Company is involved. 16. Related Party Transactions On September 14, 2022, the Company entered into an agreement to borrow $ 150.0 million of a senior secured term loan with certain funds associated with Neuberger Berman Specialty Finance ("Neuberger"). On March 10, 2023, the Company upsized and amended its Corporate Financing facility and borrowed an additional $ 75.0 million over four separate tranches from March 10, 2023 to June 30, 2023. In connection with the additional $ 75.0 million, the Company issued warrants to the lenders with each tranche to purchase a total of 4,193,453 shares of its common stock at an exercise price of $ 0.01 per share (the "Warrants"). Following the issuance of the Warrants, Neuberger is now deemed to be a beneficial owner of greater than ten percent of the Company's outstanding stock pursuant to generally accepted accounting principles. See Note 8, Borrowings for additional information on the Second Amendment of the Corporate Financing facility and Note 10, Stockholders' Equity for additional information on the Warrants. In addition, on June 16, 2023, the Company entered into a forward flow whole loan sale agreement with Neuberger. Pursuant to this agreement, the Company has agreed to sell up to $ 300.0 million of its personal loan originations over the next twelve months. The Company will continue to service these loans upon transfer of the receivables. As part of this agreement, during the three months ended March 31, 2024 the Company transferred loans receivable totaling $ 0.4 million. See Liquidity and Capital Resources section for additional information on the forward flow whole loan sale agreement. For the three months ended March 31, 2024, the Company recorded interest expense under these agreements of $ 11.5 million, primarily related to the Corporate Financing agreement and $ 6.5 million related to the secured borrowing agreement. The expected cash flows are used to calculate interest expense on the secured borrowing, using the effective interest method. The Company also recorded $ 4.8 million of interest income in the Company's Condensed Consolidated Statements of Operations (Unaudited) for the three months ended March 31, 2024 related to transferred loans. The Company had corporate financing of $ 200.1 million and $ 204.1 million due to Neuberger as of March 31, 2024 and December 31, 2023 , respectively . The Company also had an insignificant amount of interest payable in Other liabilities in its Condensed Consolidated Balance Sheets (Unaudited) as of March 31, 2024 related to this transaction. The Company had loans receivable at fair value underlying the secured borrowing of $ 180.9 million and Asset-backed borrowings at amortized cost of $ 180.2 million, respectively, due to Neuberger as of March 31, 2024. The Company also had an insignificant amount in Other liabilities in its Condensed Consolidated Balance Sheets (Unaudited) as of March 31, 2024 related to these transactions. The Company believes that it has executed all the transactions described herein on terms no less favorable to it than it could have obtained from unaffiliated third parties. 17. Subsequent Events None . 19