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• our ability to manage fraud risk, including regulatory intervention and impacts on our brand reputation;
−Removed: • our ability to develop our technology, including our artificial intelligence (“A.I.”) enabled digital platform;
+Added: • our ability to develop our technology, including our digital platform, and to successfully implement, maintain, and adapt artificial intelligence and machine learning capabilities (“A.I.”);
• our ability to effectively secure and maintain the confidentiality of the information provided and utilized across our systems;
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• our ability to manage impacts from, and uncertainties regarding, current and future actions that may be taken by activist stockholders;
−Removed: • the effect of macroeconomic conditions on our business, including the impact of tariffs and other non-tariff trade barriers, fluctuating interest rates, and inflation;
+Added: • the effect of macroeconomic conditions on our business, including the impact of tariffs and other non-tariff trade barriers, immigration patterns and policies, fluctuating interest rates, and inflation;
• our ability to effectively manage and expand the capabilities of our contact centers, outsourcing relationships and other business operations abroad;
−Removed: • our ability to successfully adapt to complex and evolving regulatory environments, including managing potential exposure in connection with new and pending investigations, proceedings and other contingencies.
+Added: • our ability to successfully adapt to complex and evolving regulatory environments, including those related to A.I., and managing potential exposure in connection with new and pending investigations, proceedings and other contingencies.
Forward-looking statements are based on our management’s current expectations, estimates, forecasts, and projections about our business and the industry in which we operate and on our management’s beliefs and assumptions.
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We take a holistic approach to serving our members and view it as our purpose to responsibly meet their current capital needs, help grow our members’ financial profiles, increase their financial awareness and put them on a path to a financially healthy life.
−Removed: In our 19-year lending history, we have extended more than $21.3 billion in responsible credit through more than 7.9 million loans and credit cards .
−Removed: We have been certified as a Community Development Financial Institution ("CDFI") by the U.S.
+Added: In our 20-year lending history, we have extended more than $22.2 billion in responsible credit through more than 8.2 million lending products .
+Added: We have been certified as a Community Development Financial Institution by the U.S.
Department of the Treasury since 2009.
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Our credit products include unsecured and secured personal loans.
−Removed: We also offer automated savings, through our Set & Save platform.
+Added: We also offer automated savings, through our Set & Save product.
Consumers are able to become members and access our products through the Oportun Mobile App and the Oportun.com website, which are our primary channels for onboarding and serving members.
−Removed: As of September 30, 2025, our personal loan products are also available over the phone or through our 127 retail locations, and 468 of our Lending as a Service partner locations.
+Added: As of March 31, 2026, our personal lending products are also available over the phone or through our 126 retail locations, and 460 of our Lending as a Service partner locations.
Credit Products
Personal Loans - Our personal loan is a simple-to-understand, affordable, unsecured, fully amortizing installment loan with fixed payments throughout the life of the loan.
−Removed: We charge fixed interest rates on our loans, which vary based on the amount disbursed and applicable state law, with a cap of 36% annual percentage rate (“APR”) in all cases.
−Removed: As of September 30, 2025, for all active loans in our portfolio and at time of disbursement, the weighted average term and APR at origination was 39 months and 35.0%, respectively.
−Removed: The average loan size for loans we originated during the three months ended September 30, 2025 was $3,058.
Our loans do not have prepayment penalties or balloon payments, and range in size from $300 to $10,000 with terms of 12 to 54 months.
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As part of our underwriting process, we verify income for all applicants and only approve loans that meet our ability-to-pay criteria.
−Removed: As of September 30, 2025, we originated unsecured personal loans in 2 states through state licenses and in 39 states through our partnership with Pathward, N.A.
+Added: We charge fixed interest rates on our loans, which vary based on the amount disbursed, applicable state law, and other factors.
+Added: As of March 31, 2026, for all active loans in our portfolio and at time of disbursement, the weighted average term and APR at origination was 38 months and 35.3%, respectively.
+Added: The average loan size for loans we originated during the three months ended March 31, 2026 was $3,360.
+Added: As of March 31, 2026, we originated unsecured personal loans in 41 states, primarily through our partnership with Pathward, N.A.
+Added: (“Pathward”).
Secured Personal Loans - We also offer a personal installment loan product secured by an automobile, which we refer to as secured personal loans.
Our secured personal loans range in size from $2,525 to $18,500 with terms ranging from 24 to 64 months.
−Removed: The average loan size for secured personal loans we originated during the three months ended September 30, 2025 was $6,373.
−Removed: As of September 30, 2025, for all active loans in our portfolio and at time of disbursement, the weighted average term and APR at origination was 46 months and 32.8%, respectively.
+Added: The average loan size for secured personal loans we originated during the three months ended March 31, 2026 was $6,607.
+Added: As of March 31, 2026, for all active loans in our portfolio and at time of disbursement, the weighted average term and APR at origination was 46 months and 33.0%, respectively.
As part of our underwriting process, we evaluate the collateral value of the vehicle, verify income for all applicants and only approve loans that meet our ability-to-pay criteria.
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Lending as a Service
−Removed: Beyond our core direct-to-consumer lending business, we leverage our proprietary credit scoring and underwriting model to partner with other consumer brands and expand our member base.
+Added: We leverage our proprietary credit scoring and underwriting model to partner with other consumer brands and expand our member base.
For example, we have partnered with DolFinTech in certain of their locations where they provide us with information for potential members and we are able to offer loans through our existing channels by phone, online, or in our retail locations.
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To fund our growth at a low and efficient cost, we have built a diversified and well-established capital markets funding program, which allows us to partially hedge our exposure to rising interest rates or credit spreads by locking in our interest expense.
+Added: We have issued one-, two- and three-year fixed rate bonds which have provided us committed capital to fund future loan originations.
Since 2015, we have participated in 28 sponsored or co-sponsored amortizing and revolving bond offerings in the asset-backed securities market, all of which include tranches that have been rated investment grade.
−Removed: We have issued one-, two- and three-year fixed rate bonds which have provided us committed capital to fund future loan originations at a fixed Cost of Debt.
Additionally, we have entered into certain agreements with institutional investors to sell a portion of our loans as part of structured and whole loan agreements.
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We monitor and evaluate the following key metrics in order to measure our current performance, develop and refine our growth strategies, and make strategic decisions.
+Added: The following table and related discussion set forth key financial and operating metrics for our operations as of and for the three months ended March 31, 2026 and 2025 .
As of or for the Three Months
−Removed: Ended September 30,
−Removed: As of or for the Nine Months
−Removed: Ended September 30,
+Added: Ended March 31,
(in thousands of dollars) 2026 2025
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30+ Day Delinquency Rate
−Removed: 4.7 % 5.2 % 4.7 % 5.2 %
Annualized Net Charge-Off Rate
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$ 2,721,575 $ 2,705,218
−Removed: (1) As of September 30, 2024, Managed Principal Balance at End of Period, and Owned Principal Balance at End of Period included credit card amounts of $89.4 million and $89.3 million, respectively.
−Removed: Average Daily Principal Balance for the three and nine months ended September 30, 2024 , included credit card amounts of $92.8 million and $99.4 million, respectively.
−Removed: On November 12, 2024, the Company completed the sale of its credit cards receivable portfolio to a third-party credit card marketer and servicer.
See “ Glossary ” at the end of Part II of this report for formulas and definitions of our key performance metrics.
Aggregate Originations
−Removed: Aggregate Originations increased to $511.8 million for the three months ended September 30, 2025 from $480.2 million for the three months ended September 30, 2024, representing a 6.6% increase.
−Removed: The increase is primarily driven by a 12,739 increase in the number of loans originated, primarily driven by an increase in application volume, which was partially offset by a reduction in average loan size from $3,244 to $3,183 for the three months ended September 30, 2024 and September 30, 2025, respectively.
−Removed: We originated 160,761 and 148,022 loans for the three months ended September 30, 2025 and 2024, respectively.
−Removed: Aggregate Originations increased to $1,461.9 million for the nine months ended September 30, 2025 from $1,253.1 million for the nine months ended September 30, 2024, representing an 16.7% increase.
−Removed: The increase is primarily driven by an 80,819 increase in the number of loans originated, which was partially offset by a reduction in average loan size from $3,302 to $3,176 for the nine months ended September 30, 2024 and September 30, 2025, respectively.
−Removed: We originated 460,338 and 379,519 loans for the nine months ended September 30, 2025 and 2024, respectively.
+Added: Aggregate Originations decreased to $416.9 million for the three months ended March 31, 2026 from $469.4 million for the three months ended March 31, 2025, representing an 11.2% decrease.
+Added: The decrease was primarily due to lower originations from new members in line with our continued conservative credit posture;
+Added: this was partially offset by an increase in average loan size.
Portfolio Yield
−Removed: Portfolio yield decreased to 33.0% for the three months ended September 30, 2025, from 33.2% for the three months ended September 30, 2024, and decreased to 33.0% for the nine months ended September 30, 2025, from 33.2% for the nine months ended September 30, 2024, primarily attributable to timing differences in changes in origination fee.
+Added: Portfolio yield decreased to 32.1% for the three months ended March 31, 2026, from 33.0% for the three months ended March 31, 2025.
+Added: The decrease was driven by reduced originations in line with our continued conservative credit posture .
30+ Day Delinquency Rate
−Removed: Our 30+ Day Delinquency Rate was 4.7% and 5.2% as of September 30, 2025 and 2024, respectively.
−Removed: The decrease was primarily due to improved credit performance as a result of our incremental credit tightening efforts beginning with significantly tightened underwriting standards in 2022, as shown by a 30 basis point improvement in our back book, originations made prior to our significant credit-tightening in July 2022.
+Added: Our 30+ Day Delinquency Rate was 4.5% and 4.7% as of March 31, 2026 and 2025, respectively.
+Added: The decrease primarily reflected our increased focus, beginning in the third quarter of 2025, on originations to returning members, which favorably impacted 30+ day delinquency performance.
Annualized Net Charge-Off Rate
−Removed: Annualized Net Charge-Off Rate for the three months ended September 30, 2025 and 2024 was 11.8% and 11.9%, respectively, down 7 basis points .
−Removed: The decrease is primarily driven by a $2.8 million decrease in Net Charge-offs , partially offset by a decrease in our Average Daily Principal balance by $86.0 million, primarily due to the sale of the credit card portfolio, from $2.76 billion to $2.67 billion for the three months ended September 30, 2024 and September 30, 2025, respectively .
−Removed: Annualized Net Charge-Off Rate for the nine months ended September 30, 2025 and 2024 was 12.0% and 12.1%, respectively , down 11 basis points.
−Removed: This improvement was a result of significantly tightening underwriting standards in the second half of 2022 and continued 2023 efforts to tighten credit standards throughout the second half of 2023.
−Removed: Beginning in July 2022, we took numerous actions to improve the credit performance on newly originated loans, including significantly tightening our underwriting standards for all borrowers, particularly for higher risk digital marketing channels, and adjusting loan size based on member free cash flow.
−Removed: We also focused lending towards existing and returning members to improve credit outcomes as existing and returning members historically have had lower loss rates.
−Removed: We refer to the post-July 2022 underwriting vintages as our front book and the originations made prior to our significant credit-tightening in July 2022 we refer to as the back book.
+Added: Annualized Net Charge-Off Rate for the three months ended March 31, 2026 and 2025 was 12.7% and 12.2%, respectively, up 46 basis points .
+Added: Higher costs for food, fuel, and rent along with macro-economic and geopolitical uncertainty have continued to put pressure on our members through March 31, 2026.
+Added: The increase was also primarily attributable to a higher proportion of loans originated to new members during the first half of 2025.
Historical Credit Performance
−Removed: Our Annualized Net Charge-off Rate ranged between 7% and 10.1% from 2014 to 2022.
−Removed: In 2020, during the pandemic, our Annualized Net Charge-off Rate was 9.8%.
−Removed: Due to credit tightening in response to the COVID-19 pandemic and government stimulus payments, our Annualized Net Charge-Off Rate decreased to 6.8% in 2021.
−Removed: Our Annualized Net Charge-off Rate increased to 10.1% in 2022 primarily due to an increasing interest rate environment, inflation and the cessation of COVID-19 stimulus payments and a higher mix of first-time borrowers in 2021 and the first half of 2022.
−Removed: In response to this increase, in the second half of 2022 and continuing throughout 2023 and 2024, we tightened our credit underwriting standards and focused lending towards existing and returning members to improve credit outcomes.
−Removed: The Annualized Net Charge-Off Rate for the three months ended September 30, 2025 and 2024 was 11.8% and 11.9%, respectively.
−Removed: The decrease was primarily driven by a $2.8 million decrease in Net Charge-offs , partially offset by a decrease in our Average Daily Principal balance by $86.0 million, primarily due to the sale of the credit card portfolio, from $2.76 billion to $2.67 billion for the three months ended September 30, 2024 and September 30, 2025, respectively .
−Removed: For the nine months ended September 30, 2025, the back book continued to season and made-up 7% of gross charge-offs while only making up approximately 2% of the loans receivable.
+Added: Due to credit tightening in response to the COVID-19 pandemic and government stimulus payments, our Annualized Net Charge-off Rate was 6.8% in 2021, lower than our historical norms.
+Added: Our Annualized Net Charge-off Rate increased to 10.1% in 2022 primarily due the impact of historically high inflation, the cessation of COVID-19 stimulus payments and a higher mix of first-time borrowers in 2021 and the first half of 2022.
+Added: In response to this increase, in the second half of 2022 and continuing throughout 2023 and 2024, we tightened our credit underwriting standards and focused lending towards returning members to improve credit outcomes.
+Added: The Annualized Net Charge-Off Rate for the three months ended March 31, 2026 and 2025 was 12.7% and 12.2%, respectively;
+Added: the increase was primarily attributable to a higher percentage of new loan disbursements in the fourth quarter of 2024 and the first and second quarters of 2025.
+Added: On a dollar basis, for the three months ended March 31, 2026, Net Charge-offs increased by $3.6 million, while our Average Daily Principal Balance increased by 0.6%, when compared to the three months ended March 31, 2025.
We evaluate our loan portfolio and charge a loan off at the earlier of when the loan is determined to be uncollectible or when loans are 120 days contractually past due.
−Removed: *Numbers shown reflect year-to-date amounts for the nine months ended September 30, for the indicated fiscal year.
+Added: *Numbers shown reflect year-to-date amounts for the three months ended March 31, for the indicated fiscal year.
In addition to monitoring our loss and delinquency performance on an owned portfolio basis, we also monitor the performance of our loans by the period in which the loan was disbursed, generally years or quarters, which we refer to as a vintage.
We calculate net lifetime loan loss rate by vintage as a percentage of original principal balance.
−Removed: Net lifetime loan loss rates equal the net lifetime loan losses for a given year through September 30, 2025 divided by the total origination loan volume for that year.
+Added: Net lifetime loan loss rates equal the net lifetime loan losses for a given year through March 31, 2026, divided by the total origination loan volume for that year.
The below chart and table show our net lifetime loan loss rate for each annual vintage of our personal loan product since 2015, excluding loans originated from July 2017 to August 2020 and beginning December 2023 under a loan program for borrowers who did not meet the qualifications for our core loan origination program;
100% of those loans were sold pursuant to a whole loan sale agreement.
−Removed: Cumulative net lifetime loan losses for the 2015, 2016, 2017, and 2018 vintages increased partially due to the delay in tax refunds in 2017 and 2019, the impact of natural disasters such as Hurricane Harvey, and the longer duration of the loans.
−Removed: The 2018 and 2019 vintages were increasing due to the COVID-19 pandemic.
−Removed: The 2021 vintage is experiencing higher charge-offs than prior vintages primarily due to a higher percentage of loan disbursements to new members.
−Removed: We tightened credit, reduced loan size and loan term, and began reducing loan volumes to new and returning members beginning in the third quarter of 2022.
−Removed: Net Lifetime Loan Loss Rates on vintages originated since significant July 2022 credit tightening are performing near comparable vintages originated in 2019 for the first 7 to 9 months on books but start to diverge due to underperformance of larger loans relative to 2019 and due to longer average term length.
−Removed: In the second half of 2023 we did further tightening and shortened average term length which resulted in stronger performance of the 2023 vintages in the second half of the year as compared to the 2022 vintages for the same period.
−Removed: Higher costs for food, fuel, and rent along with macro-economic uncertainty have also put pressure on our members.
−Removed: We employ collection strategies and tools to help customers make ongoing payments against their loans, with new efforts launched that:
−Removed: expanded the frequency and content of our digital and telephony communications;
−Removed: broadened eligibility for collection tools that help customers address payment difficulties;
−Removed: and eased customer access to those collection tools via new online and mobile app self-enrollment capability, supported by a new collections strategy system that enables centralized, faster, and more-targeted application of strategies.
Year of Origination
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Dollar weighted average original term for vintage in months 24.2 26.3 29.0 30.0 32.0 33.3 37.8 39.2 35.6 33.7
−Removed: Net lifetime loan losses as of September 30, 2025 as a percentage of original principal balance 7.1% 8.0% 8.2% 9.8% 10.8% 9.0%* 18.4%* 21.4%* 12.5%* 3.8%*
−Removed: Outstanding principal balance as of September 30, 2025 as a percentage of original amount disbursed —% —% —% —% 0.1% 0.3% 1.1% 9.1% 33.7% 67.6%
+Added: Net lifetime loan losses as of March 31, 2026 as a percentage of original principal balance 8.0% 8.2% 9.8% 10.8% 9.0% 18.4% 22.2%* 14.9%* 8.0%* 0.0%*
+Added: Outstanding principal balance as of March 31, 2026 as a percentage of original amount disbursed —% —% —% —% 0.1% 0.6% 4.5% 20.6% 45.2% 90.0%
* Vintage is not yet fully mature from a loss perspective.
+Added: The following discussion summarizes the primary factors driving changes in cumulative net lifetime loan losses by annual vintage reflected in the table above.
+Added: • 2016, 2017 and 2018 vintages.
+Added: Cumulative net lifetime loan losses increased, in part, due to delays in tax refunds in 2017 and 2019, the effects of natural disasters, including Hurricane Harvey, and the longer duration of the loans.
+Added: • 2018 and 2019 vintages.
+Added: These vintages were adversely affected by the COVID-19 pandemic.
+Added: • 2021 vintage.
+Added: Charge-offs have exceeded those of prior vintages, primarily due to a higher proportion of loan disbursements to new members.
+Added: • 2022 vintage.
+Added: We tightened credit, reduced loan size and loan term, and began reducing loan volumes to new and returning members.
+Added: • 2023 vintage.
+Added: We implemented additional tightening measures and further shortened average term length, which contributed to stronger performance of the 2023 vintages relative to the 2022 vintages over comparable periods.
Our quarterly results of operations may not necessarily be indicative of the results for the full year or the results for any future periods.
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Results of Operations
−Removed: The following tables and related discussion set forth our Condensed Consolidated Statements of Operations (Unaudited) for each of the three and nine months ended September 30, 2025 and 2024.
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
+Added: The following tables and related discussion set forth our Condensed Consolidated Statements of Operations (Unaudited) for each of the three months ended March 31, 2026 and 2025.
+Added: Three Months Ended March 31,
(in thousands of dollars) 2026 2025
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Total operating expenses 91,330 92,670
−Removed: Income (loss) before taxes 14,244 (39,464) 37,511 (119,088)
−Removed: Income tax expense (benefit) 9,046 (9,508) 15,669 (31,668)
−Removed: Net income (loss) $ 5,198 $ (29,956) $ 21,842 $ (87,420)
+Added: Income before taxes 3,561 13,159
+Added: Income tax expense 1,216 3,392
+Added: Net income $ 2,345 $ 9,767
Total revenue
Three Months Ended
−Removed: September 30,
−Removed: Period-to-period Change Nine Months Ended
−Removed: September 30,
Period-to-period Change
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Interest income.
−Removed: Total interest income decreased by $7.7 million, or 3.3%, from $230.0 million for the three months ended September 30, 2024 to $222.3 million for the three months ended September 30, 2025.
−Removed: This decrease was primarily due to the sale of the credit card portfolio on November 12, 2024 resulting in a decrease in portfolio yield of 17 basis points in the three months ended September 30, 2025 compared to the three months ended September 30, 2024 and a decline in our Average Daily Principal Balance, which decreased from $2.76 billion for the three months ended September 30, 2024 to $2.67 billion for the three months ended September 30, 2025, a decrease of 3.1%.
−Removed: Total interest income decreased by $31.2 million, or 4.5%, from $692.0 million for the nine months ended September 30, 2024 to $660.8 million for the nine months ended September 30, 2025.
−Removed: This decrease was primarily due to the sale of the credit card portfolio on November 12, 2024 resulting in a decline in our Average Daily Principal Balance, which decreased from $2.78 billion for the nine months ended September 30, 2024 to $2.68 billion for the nine months ended September 30, 2025, a decrease of 3.7%, and a decrease in portfolio yield of 24 basis points in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.
+Added: Total interest income decreased by $4.6 million, or 2.1%, from $220.2 million for the three months ended March 31, 2025 to $215.7 million for the three months ended March 31, 2026.
+Added: The decrease is primarily attributable to a decrease in portfolio yield of 87 basis points in the three months ended March 31, 2026 compared to the three months ended March 31, 2025, driven by a reduction in origination fees resulting from lower origination volume.
+Added: The decrease was partially offset by a $16.4 million, or 0.6% , increase in our Average Daily Principal Balance for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.
Non-interest income.
−Removed: Total non-interest income decreased by $3.6 million, or 17.9%, from $19.9 million for the three months ended September 30, 2024 to $16.3 million for the three months ended September 30, 2025.
−Removed: This decrease is primarily due to a $2.2 million decrease in fees related to our Pathward program and a $1.5 million decrease related to interest earned on our Set & Save product.
−Removed: Total non-interest income decreased by $10.7 million, or 18.2%, from $58.8 million for the nine months ended September 30, 2024 to $48.1 million for the nine months ended September 30, 2025.
−Removed: This decrease is primarily due to a $6.0 million decrease related to interest earned on our Set & Save product, including the recognition of $2.3 million of non-recurring interest during the nine months ended September 30, 2024, a $3.0 million decrease in credit card related fees, and a $2.5 million decrease in subscription revenue related to our Set & Save product.
+Added: Total non-interest income decreased by $2.6 million, or 16.5%, from $15.7 million for the three months ended March 31, 2025 to $13.1 million for the three months ended March 31, 2026.
+Added: The decrease is primarily due to a $1.9 million decrease in fees related to our Pathward program and a $0.6 million decrease related to interest earned on our Set & Save product.
See Note 2, Summary of Significant Accounting Policies , and Note 12, Revenue , of the Notes to the Condensed Consolidated Financial Statements (Unaudited) included elsewhere in this report for further discussion on our interest income, non-interest income and revenue.
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Three Months Ended
−Removed: September 30,
−Removed: Period-to-period Change Nine Months Ended
−Removed: September 30,
Period-to-period Change
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Cost of Debt 7.0 % 8.2 %
−Removed: Interest expense increased by $0.9 million, or 1.6%, from $55.7 million for the three months ended September 30, 2024 to $56.6 million for the three months ended September 30, 2025.
−Removed: The increase was driven by a 24 basis point increase in our Cost of Debt, partially offset by a decrease to our Average Daily Debt Balance.
−Removed: Our Average Daily Debt Balance decreased from $2.84 billion for the three months ended September 30, 2024 to $2.79 billion for the three months ended September 30, 2025, a decrease of 1.9%.
−Removed: Our Cost of Debt has increased due to higher interest rates and credit spreads on current debt issuances as compared to lower cost funding issued in 2021 that is amortizing.
−Removed: Interest expense increased by $9.1 million, or 5.5%, from $164.5 million for the nine months ended September 30, 2024 to $173.6 million for the nine months ended September 30, 2025.
−Removed: The increase was driven by a 58 basis point increase in our Cost of Debt partially offset by a decline in our Average Daily Debt Balance.
−Removed: Our Average Daily Debt Balance decreased from $2.85 billion for the nine months ended September 30, 2024 to $2.80 billion for the nine months ended September 30, 2025, a decrease of 1.8%.
−Removed: Our Cost of Debt has increased due to higher interest rates and credit spreads on current debt issuances as compared to lower cost funding issued in 2021 that is amortizing.
+Added: Interest expense decreased by $9.4 million, or 16.4%, from $57.4 million for the three months ended March 31, 2025 to $48.0 million for the three months ended March 31, 2026.
+Added: Our interest expense decrease is primarily due to 116 basis point decrease in Cost of Debt driven by paydowns and redemptions of our higher cost asset-backed notes recorded at fair value primarily through issuances of lower cost asset-backed notes at amortized cost and continued paydowns of the Corporate Financing.
See Note 8, Borrowings , in the Notes to the Condensed Consolidated Financial Statements (Unaudited) included elsewhere in this report for further information on our Interest expense and our Secured Financing and asset-backed notes.
−Removed: Total net increase (decrease) in fair value
−Removed: Net increase (decrease) in fair value reflects changes in fair value of loans receivable held for investment and asset-backed notes at fair value on an aggregate basis and is based on a number of factors, including benchmark interest rates, credit spreads, remaining cumulative charge-offs and borrower payment rates.
+Added: Total net decrease in fair value
+Added: Total net decrease in fair value reflects changes in fair value of loans receivable held for investment and asset-backed notes at fair value on an aggregate basis and is based on a number of factors, including benchmark interest rates, credit spreads, remaining cumulative charge-offs and borrower payment rates.
Increases in the fair value of loans increase Net Revenue.
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Decreases in the fair value of asset-backed notes increase Net Revenue.
−Removed: We also have a derivative instrument related to our bank partnership program with Pathward, N.A.
+Added: As of December 31, 2025 , we also had a derivative instrument related to our bank partnership program with Pathward.
Changes in the fair value of the derivative instrument are reflected in the total fair value mark-to-market adjustment below.
Three Months Ended
−Removed: September 30,
−Removed: Period-to-period Change Nine Months Ended
−Removed: September 30,
Period-to-period Change
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Net settlements on derivative instruments (151) 3,705 (3,856) *
−Removed: Fair value mark on other loans sold
−Removed: — (13,564) 13,564 * — (65,407) 65,407 *
Total net decrease in fair value $ (85,894) $ (72,672) $ (13,222) *
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* Not meaningful
−Removed: Net decrease in fair value for the three months ended September 30, 2025 was $77.0 million.
−Removed: This amount represents $79.6 million of charge-offs, net of recoveries on Loans Receivable at Fair Value and a total fair value mark-to-market decrease of $0.8 million;
−Removed: offset by a $3.4 million increase related to excess interest proceeds received on loans retained by Pathward.
−Removed: The total fair value mark-to-market adjustment consists of a $6.6 million mark-to-market adjustment on Loans Receivable at Fair Value due to (a) a decrease in the discount rate from 7.03% as of June 30, 2025 to 6.25% , partially offset by (b) an increase in remaining cumulative charge-offs from 11.96% as of June 30, 2025 to 12.23% as of September 30, 2025 .
−Removed: The $4.6 million mark-to-market loss on asset-backed notes is due to lower medium-term interest rates and tighter credit spreads.
−Removed: Net decrease in fair value for the three months ended September 30, 2024 was $131.6 million.
−Removed: This amount represents a total fair value mark-to-market decrease of $38.6 million, and $82.3 million of charge-offs, net of recoveries on Loans Receivable at Fair Value.
−Removed: The total fair value mark-to-market adjustment consists of a $5.4 million mark-to-market adjustment on Loans Receivable at Fair Value due to (a) an increase in remaining cumulative charge-offs from 11.57% as of June 30, 2024 to 11.94% as of September 30, 2024 , partially offset by (b) a decrease in the discount rate from 8.66% as of June 30, 2024 to 8.33% as of September 30, 2024 .
−Removed: The $34.6 million mark-to-market adjustment on asset-backed notes is due to lower medium-term interest rates and tighter credit spreads.
−Removed: The total net decrease in fair value for the three months ended September 30, 2024 also includes a $13.6 million adjustment related to the fair value mark on the loans sold as part of the other loan sales for the three months ended September 30, 2024.
−Removed: Net decrease in fair value for the nine months ended September 30, 2025 was $219.9 million.
−Removed: This amount represents a total fair value mark-to-market increase of $9.8 million, and $239.8 million of charge-offs, net of recoveries on Loans Receivable at Fair Value.
−Removed: The total fair value mark-to-market adjustment consists of a $28.1 million mark-to-market adjustment on Loans Receivable at Fair Value due t o (a) a decrease in discount rate from 7.92% as of December 31, 2024 to 6.25% as of September 30, 2025 , partially offset by (b) an increase in remaining cumulative charge-offs from 11.68% as of December 31, 2024 to 12.23% as of September 30, 2025, and (c) a decrease in average life from 1.11 as of December 31, 2024 to 1.07 years as of September 30, 2025.
−Removed: The $15.8 million mark-to-market loss on asset-backed notes is due to lower medium-term interest rates and tighter credit spreads.
−Removed: Net decrease in fair value for the nine months ended September 30, 2024 was $384.6 million.
−Removed: This amount represents a total fair value mark-to-market decrease of $73.3 million, and $251.6 million of charge-offs, net of recoveries on Loans Receivable at Fair Value.
−Removed: The total fair value mark-to-market adjustment consists of a $13.1 million mark-to-market adjustment on Loans Receivable at Fair Value due to (a) $36.2 million mark-to-market adjustment in the fair value of our credit cards receivable related to management's decision to sell the portfolio, partially offset by (b) a decrease in discount rate from 10.10% as of December 31, 2023 to 8.33% as of September 30, 2024 , (c) a decrease in remaining cumulative charge-offs from 12.10% as of December 31, 2023 to 11.94% as of September 30, 2024, and (d) an increase in average life from 1.01 as of December 31, 2023 to 1.11 years as of September 30, 2024.
−Removed: The $63.6 million mark-to-market adjustment on asset-backed notes is due to lower medium-term interest rates and tighter credit spreads.
−Removed: The total net decrease in fair value for the nine months ended September 30, 2024 includes $(65.4) million in adjustments related to the fair value mark on loans sold as part of the other loan sales for the nine months ended September 30, 2024 .
+Added: Net decrease in fair value for the three months ended March 31, 2026 was $85.9 million.
+Added: This amount represents a total fair value mark-to-market decrease of $0.8 million on Loans Receivable at Fair Value, asset-backed notes, and our derivative assets.
+Added: The total fair value mark-to-market adjustment consists of a $(0.7) million mark-to-market adjustment on Loans Receivable at Fair Value due to (a) an increase in remaining cumulative charge-offs from 12.28% as of December 31, 2025 to 12.29% as of March 31, 2026, offset by (b) a decrease in the discount rate from 6.26% as of December 31, 2025 to 6.24% as of March 31, 2026.
+Added: The $1.4 million mark-to-market adjustment on asset-backed notes is due to falling rates and narrowing asset-backed securitization spreads.
+Added: Net decrease in fair value for the three months ended March 31, 2025 was $72.7 million.
+Added: This amount represents a total fair value mark-to-market increase of $4.9 million on Loans Receivable at Fair Value, asset-backed notes, and our derivative assets.
+Added: The total fair value mark-to-market adjustment consists of a $12.4 million mark-to-market adjustment on Loans Receivable at Fair Value due to (a) a decrease in the discount rate from 7.92% as of December 31, 2024 to 7.69% as of March 31, 2025, offset by (b) a decrease in average life from 1.11 years as of December 31, 2024 to 1.10 years as of March 31, 2025 and (c) an increase in remaining cumulative charge-offs from 11.68% as of December 31, 2024 to 11.83% as of March 31, 2025.
+Added: The $(7.9) million mark-to-market adjustment on asset-backed notes is due to falling rates and narrowing asset-backed securitization spreads.
+Added: Risk Factors for further discussion of the risks associated with our fair value elections on our financial statements.
Charge-offs, net of recoveries
Three Months Ended
−Removed: September 30,
−Removed: Period-to-period Change Nine Months Ended
−Removed: September 30,
Period-to-period Change
3 unchanged sentences
Annualized Net Charge-Off Rate 12.7 % 12.2 %
−Removed: Our Annualized Net Charge-Off Rate decreased to 11.8% and 12.0% for the three and nine months ended September 30, 2025, respectively, from 11.9% and 12.1% for the three and nine months ended September 30, 2024, respectively.
−Removed: The decrease is primarily driven by a $2.8 million and $11.7 million decrease in our Net Charge-Offs;
−Removed: partially offset by a decreas e in our Average Daily Principal Balance of $86.0 million and $103.8 million for the three and nine months ended September 30, 2025, respectively.
−Removed: The decline in Net Charge-offs is primarily due to improvement in credit performance driven by increased front book vintages in our portfolio mix for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024.
−Removed: Our front book vintages have lower charge-off rates compared to our back book.
−Removed: As of September 30, 2025, loans from our back-book represented only 2% of our owned receivables balance, and as a result, we expect the back book to become less impactful going forward.
−Removed: Consistent with our charge-off policy, we evaluate our loan portfolio and charge a loan off at the earlier of whe n the loan is determined to be uncollectible or when the loan is 120 days contractually past due and we charge-off a credit card account w hen it is 180 days contractually past due.
+Added: Charge-Offs, net of recoveries increased by $3.6 million for the three months ended March 31, 2026 .
+Added: The Annualized Net Charge-Off Rate increase was primarily attributable to a higher percentage of new loan disbursements in the fourth quarter of 2024 and the first and second quarters of 2025.
+Added: Consistent with our charge-off policy, we evaluate our loan portfolio and charge a loan off at the earlier of when the loan is determined to be uncollectible or when the loan is 120 days contractually past due.
+Added: We employ collection strategies and tools to help members make ongoing payments against their loans, with new efforts launched that:
+Added: expanded the frequency and content of our digital and telephony communications;
+Added: broadened eligibility for collection tools that help members address payment difficulties;
+Added: and eased member access to those collection tools via new online and mobile app self-enrollment capability, supported by a new collections strategy system that enables centralized, faster, and more-targeted application of strategies.
Operating expenses
Operating expenses consist of technology and facilities, sales and marketing, personnel, outsourcing and professional fees, and general, administrative and other expenses.
−Removed: We anticipate operating expenses to continue to decrease in 2025 as compared to 2024, primarily driven by the continued diversification of the workforce to lower-cost geographies and a reduction in non-essential vendor spend.
−Removed: This will be partially offset by additional investments in opportunities to expand high quality loan originations.
+Added: We anticipate operating expenses to be substantially flat in 2026 as compared to 2025 .
Technology and facilities
−Removed: Technology and facilities expense is the largest segment of our operating expenses, representing the costs required to build and maintain our A.I.-enabled multi-channel platform, and consists of three components.
+Added: Technology and facilities expense is the largest segment of our operating expenses, representing the costs required to build and maintain our multi-channel platform, and consists of three components.
The first component comprises costs associated with our technology, engineering, information security, cybersecurity, platform development, maintenance, and end user services, including fees for consulting, legal and other services as a result of our efforts to grow our business, as well as personnel expenses.
2 unchanged sentences
Three Months Ended
−Removed: September 30,
−Removed: Period-to-period Change Nine Months Ended
−Removed: September 30,
Period-to-period Change
2 unchanged sentences
Percentage of total revenue 14.9 % 15.4 %
−Removed: Technology and facilities expense decreased by $5.2 million, or 12.8%, from $40.6 million for the three months ended September 30, 2024 to $35.4 million for the three months ended September 30, 2025.
−Removed: The decrease is primarily due to a $3.3 million decrease in depreciation, $1.1 million decrease in software and other expenses, and $1.0 million increased capitalization of internally developed software.
−Removed: Technology and facilities expense decreased by $19.8 million, or 15.5%, from $128.3 million for the nine months ended September 30, 2024 to $108.5 million for the nine months ended September 30, 2025.
−Removed: The decrease is primarily due to a $7.6 million decrease in depreciation, $3.8 million increased capitalization of internally developed software, $2.4 million decrease driven by less usage of temporary contractors, $2.4 million decrease in office rent, $2.2 million decrease in software expenses, and $1.1 million decrease in service costs.
+Added: Technology and facilities expense decreased by $2.3 million, or 6.3%, from $36.4 million for the three months ended March 31, 2025 to $34.1 million for the three months ended March 31, 2026.
+Added: The decrease is primarily due to a $2.1 million decrease driven by reduced amortization costs in internally developed software.
Sales and marketing
3 unchanged sentences
Three Months Ended
−Removed: September 30,
−Removed: Period-to-period Change Nine Months Ended
−Removed: September 30,
Period-to-period Change
4 unchanged sentences
$ 134 $ 139 $ (5) (3.6) %
−Removed: Sales and marketing expenses to acquire our members decreased by $0.9 million, or 5.2%, from $17.4 million for the three months ended September 30, 2024 to $16.5 million for the three months ended September 30, 2025.
−Removed: The decrease is primarily attributable to a decrease in our direct mail marketing.
−Removed: As a result of our increase in number of loans originated and our decrease in direct mail marketing, partially offset by an increase in personnel costs associated with our retail locations, during the three months ended September 30, 2025, our CAC decreased by 12.7% from $118 for the three months ended September 30, 2024 to $103 for the three months ended September 30, 2025.
−Removed: Sales and marketing expenses to acquire our members increased by $4.8 million, or 9.7%, from $49.7 million for the nine months ended September 30, 2024 to $54.5 million for the nine months ended September 30, 2025 .
−Removed: The increase is primarily attributable to a $3.5 million increase in marketing costs and a $0.7 million increase in service costs.
−Removed: Primarily as a result of our increase in number of loans originated during the nine months ended September 30, 2025 , our CAC decreased by 9.9% from $131 for the nine months ended September 30, 2024 to $118 for the nine months ended September 30, 2025 .
+Added: Sales and marketing expense to acquire our members decreased by $3.9 million, or 19.8%, from $19.9 million for the three months ended March 31, 2025 to $15.9 million for the three months ended March 31, 2026.
+Added: The decrease was primarily attributable to a decrease in our direct mail marketing.
+Added: As a result of our decrease in sales and marketing expense during the three months ended March 31, 2026, our CAC decreased by 3.6%, from $139 for the three months ended March 31, 2025 to $134 for the three months ended March 31, 2026.
Personnel expense represents compensation and benefits that we provide to our employees, and include salaries, wages, bonuses, commissions, related employer taxes, medical and other benefits provided and stock-based compensation expense for all of our staff with the exception of our telesales, lead generation, and retail operations which are included in sales and marketing expenses, and technology which is included in technology and facilities.
Three Months Ended
−Removed: September 30,
−Removed: Period-to-period Change Nine Months Ended
−Removed: September 30,
Period-to-period Change
2 unchanged sentences
Percentage of total revenue 11.2 % 8.9 %
−Removed: Personnel expense decreased by $2.0 million, or 9.6%, from $21.0 million for the three months ended September 30, 2024 to $19.0 million for the three months ended September 30, 2025, primarily driven by a $1.7 million decrease in bonus and stock compensation expense and $0.4 million
−Removed: decrease due to increased capitalization.
−Removed: Personnel expense decreased by $7.2 million, or 10.7%, from $67.5 million for the nine months ended September 30, 2024 to $60.2 million for the nine months ended September 30, 2025, primarily driven by our workforce optimization efforts in 2024.
+Added: Personnel expense increased by $4.6 million, or 21.8%, from $21.0 million for the three months ended March 31, 2025 to $25.5 million for the three months ended March 31, 2026 primarily due to CEO transition costs and increased wages and salaries driven by increased headcount related to internal collections.
Outsourcing and professional fees
Outsourcing and professional fees consist of costs for various third-party service providers and contact center operations, primarily for the sales, customer service, collections and store operation functions.
−Removed: The costs related to our third-party contact centers that were located in Colombia and the Philippines are included in outsourcing and professional fees for the three months ended September 30, 2024 .
−Removed: These third-party contact centers previously provided business support, including application processing, verification, customer service and collections.
Professional fees also include the cost of legal and audit services, credit reports, recruiting, cash transportation, collection services and fees and consultant expenses.
2 unchanged sentences
Three Months Ended
−Removed: September 30,
−Removed: Period-to-period Change Nine Months Ended
−Removed: September 30,
Period-to-period Change
2 unchanged sentences
Percentage of total revenue 3.8 % 3.4 %
−Removed: Outsourcing and professional fees decreased by $0.7 million, or 6.8%, from $10.1 million for the three months ended September 30, 2024 to $9.4 million for the three months ended September 30, 2025.
−Removed: The decrease is primarily attributable to a $1.9 million decrease in billing and payment services.
−Removed: These were partially offset by a $1.4million increase primarily in credit reports.
−Removed: Outsourcing and professional fees decreased by $1.6 million, or 5.5%, from $28.7 million for the nine months ended September 30, 2024 to $27.1 million for the nine months ended September 30, 2025.
−Removed: The decrease is primarily attributable to a $3.2 million decrease in professional services primarily relating to credit card portfolio, $1.0 million decrease in outsourced services as part of the Company's expense management actions, and $0.8 million decrease in legal services.
−Removed: These were partially offset primarily by a $3.6 million increase in collection efforts and credit reports.
+Added: Outsourcing and professional fees increased by $0.7 million, or 8.6%, from $8.0 million for the three months ended March 31, 2025 to $8.7 million for the three months ended March 31, 2026 primarily due to additional credit reporting services, such as income verification and fraud detection.
General, administrative and other
General, administrative and other expense includes non-compensation expenses for employees, who are not a part of the technology and sales and marketing organization, which include travel, lodging, meal expenses, political and charitable contributions, office supplies, printing and shipping.
−Removed: Also included are franchise taxes, bank fees, foreign currency gains and losses, transaction gains and losses, debit card expenses, litigation reserve, expenses related to workforce optimization and streamlining operations, acquisition related expenses, and shareholder activism.
+Added: Also included are franchise taxes, bank fees, foreign currency gains and losses, transaction gains and losses, litigation reserve, acquisition-related expenses, and shareholder activism.
Three Months Ended
−Removed: September 30,
−Removed: Period-to-period Change Nine Months Ended
−Removed: September 30,
Period-to-period Change
2 unchanged sentences
Percentage of total revenue 3.1 % 3.1 %
−Removed: General, administrative and other expense decreased by $2.5 million, or 19.1%, from $13.0 million for the three months ended September 30, 2024 to $10.5 million for the three months ended September 30, 2025, primarily due to the November 14, 2024 termination of Oportun RF .
−Removed: General, administrative and other expense decreased by $19.1 million, or 40.9%, from $46.8 million for the nine months ended September 30, 2024 to $27.6 million for the nine months ended September 30, 2025, primarily due to an $8.0 million decrease related to the November 14, 2024 termination of Oportun RF , a $6.4 million decrease related to the prior year impairment of the San Carlos and San Francisco office right-of-use asset, $4.6 million decrease related to prior year debt modification and amendment fees, a $2.7 million decrease related to the prior year exp ected sale of the credit card portfolio, and a $2.1 million decrease in workforce optimization cos ts.
−Removed: These were partially offset by a $4.5 million increase related to shareholder activism.
−Removed: In connection with a previously announced cost reduction plan, the Company implemented a series of expense management actions during 2024, including a reduction of approximately 12% of corporate staff (excluding retail and contact center agents) and the closure of 39 retail locations.
−Removed: For the nine months ended September 30, 2024 , the Company recorded non-recurring, pre-tax charges of $2.0 million related to corporate workforce reductions;
−Removed: no amount of additional workforce optimization expense was recorded for the three months ended September 30, 2024 .
−Removed: For the nine months ended September 30, 2024 , the Company recorded non-recurring, pre-tax charges of $0.9 million, related to retail closures;
−Removed: the amounts for the three months ended September 30, 2024 were immaterial .
−Removed: These costs primarily consisted of severance, benefits, and other associated costs.
−Removed: Charges incurred during the corresponding periods in 2025 were insignificant.
+Added: General, administrative and other expense decreased by $0.4 million, or 4.9%, from $7.4 million for the three months ended March 31, 2025 to $7.0 million for the three months ended March 31, 2026.
Income taxes consist of U.S.
federal, state and foreign income taxes, if any.
−Removed: For the periods ended September 30, 2025 and 2024, we recognized tax expense (benefit) attributable to U.S.
+Added: For the periods ended March 31, 2026 and 2025, we recognized tax expense attributable to U.S.
federal, state and foreign income taxes.
Three Months Ended
−Removed: September 30,
−Removed: Period-to-period Change Nine Months Ended
−Removed: September 30,
Period-to-period Change
(in thousands, except percentages) 2026 2025 $ %
−Removed: Income tax expense (benefit) $ 9,046 $ (9,508) $ 18,554 (195.1) % $ 15,669 $ (31,668) $ 47,337 149.5 %
+Added: Income tax expense $ 1,216 $ 3,392 $ (2,176) (64.2) %
Percentage of total revenue 0.5 % 1.4 %
Effective tax rate 34.1 % 25.8 %
−Removed: Income tax expense increased by $18.6 million or 195%, from $9.5 million benefit for the three months ended September 30, 2024 to $9.0 million expense for the three months ended September 30, 2025, primarily due to having a higher pre-tax income for the three months ended September 30, 2025 and an increase related to the tax expense of the return-to-provision adjustments for the R&D tax credit.
−Removed: Income tax expense increased by $47.3 million or 149%, from $31.7 million benefit for the nine months ended September 30, 2024 to $15.7 million expense for the nine months ended September 30, 2025, primarily due to having a higher pre-tax income for the nine months ended September 30, 2025.
−Removed: As of September 30, 2025 , we have $66.9 million of U.S.
+Added: Income tax expense decreased by $2.2 million, from $3.4 million for the three months ended March 31, 2025 to $1.2 million for the three months ended March 31, 2026, primarily due to lower pretax income for the three months ended March 31, 2026 .
+Added: Valuation Allowance .
+Added: As of March 31, 2026 , we have $65.4 million of U.S.
net deferred tax assets, of which $64.6 million is related to the tax-effected net operating losses, tax credits, and other carryforwards that can be used to offset future U.S.
24 unchanged sentences
• Average life;
−Removed: • Prepayments (or principal payment rate for our credit card receivables);
+Added: • Prepayments;
• Remaining cumulative charge-offs;
• Discount rate.
−Removed: Portfolio yield is the expected interest and fees collected from the loans and credit cards as an annualized percentage of outstanding principal balance.
+Added: Portfolio yield is the expected interest and fees collected from the loans as an annualized percentage of outstanding principal balance.
Portfolio yield is based upon (a) the contractual interest rate, reduced by expected delinquencies and interest charge-offs and (b) late fees, net of late fee charge-offs based upon expected delinquencies.
−Removed: Origination fees are not included in portfolio yield for personal loans since they are generally capitalized as part of the loan’s principal balance at origination.
+Added: Origination fees are not included in portfolio yield for personal loans since they are recognized into income at origination.
Average life is the time-weighted average of expected principal payments divided by outstanding principal balance.
1 unchanged sentence
For personal loans, prepayments are the expected remaining cumulative principal payments that will be repaid earlier than contractually required over the life of the loan, divided by the outstanding principal balance.
−Removed: For credit cards, we estimate principal payment rates which are the expected amount and timing of principal payments over the life of the receivable.
−Removed: Remaining cumulative charge-offs is the expected net principal charge-offs over the remaining life of the loans and credit cards, divided by the outstanding principal balance.
−Removed: For personal loans and credit card, the discount rate is determined by using the Weighted Average Capital Cost, which was calculated using the Capital Asset Pricing Model method, also considering several components of financing, debt and equity.
+Added: Remaining cumulative charge-offs is the expected net principal charge-offs over the remaining life of the loans, divided by the outstanding principal balance.
+Added: For personal loans, the discount rate is determined by using the Weighted Average Capital Cost, which was calculated using the Capital Asset Pricing Model method, also considering several components of financing, debt and equity.
Non-GAAP Financial Measures
−Removed: We believe that the provision of non-GAAP financial measures in this report, including Adjusted EBITDA, Adjusted Net Income (Loss), Adjusted EPS, Adjusted Operating Expense, Adjusted Operating Expense Ratio and Adjusted Return on Equity, can provide useful measures for period-to-period comparisons of our core business and useful information to investors and others in understanding and evaluating our operating results.
+Added: We believe that the provision of non-GAAP financial measures in this report, including Adjusted EBITDA, Adjusted Net Income, Adjusted EPS, Adjusted Operating Expense, Adjusted Operating Expense Ratio, and Adjusted Return on Equity, can provide useful measures for period-to-period comparisons of our core business and useful information to investors and others in understanding and evaluating our operating results.
However, non-GAAP financial measures are not calculated in accordance with United States generally accepted accounting principles, or GAAP, and should not be considered as an alternative to any measures of financial performance calculated and presented in accordance with GAAP.
14 unchanged sentences
• We exclude the impact of certain non-recurring charges because we do not believe that these items reflect ongoing business operations.
−Removed: Other non-recurring charges include litigation reserve, impairment charges, workforce optimization expenses, shareholder activism costs, debt amendment and warrant amortization costs related to our corporate financing facilities.
+Added: Other non-recurring charges include litigation reserve, impairment charges, workforce optimization expenses, shareholder activism costs, debt amendment, extinguishment, and warrant amortization costs.
• We also exclude fair value mark-to-market adjustments on the loans receivable portfolio and asset-backed notes carried at fair value because these adjustments do not impact cash.
Components of Fair Value Mark-to-Market Adjustment (in thousands)
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
−Removed: 2025 2024 2025 2024
+Added: Three Months Ended March 31,
Fair value mark-to-market adjustment on Loans Receivable at Fair Value (1)
4 unchanged sentences
(1) The fair value mark-to-market adjustment on Loans Receivable at Fair Value excludes mark-to-market adjustments associated with loans sold.
−Removed: See the section titled " Total net increase (decrease) in fair valu e" in the Results of Operations section for additional information regarding the fair value mark on loans sold.
−Removed: The following table presents a reconciliation of net income (loss) to Adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024:
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
+Added: See the section titled Net decrease in fair value in the Results of Operations section for additional information regarding the fair value mark on loans sold.
+Added: The following table presents a reconciliation of net income to Adjusted EBITDA for the three months ended March 31, 2026 and 2025:
+Added: Three Months Ended March 31,
Adjusted EBITDA (in thousands)
$ 2,345 $ 9,767
−Removed: Net income (loss) $ 5,198 $ (29,956) $ 21,842 $ (87,420)
−Removed: Income tax expense (benefit) 9,046 (9,508) 15,669 (31,668)
+Added: Income tax expense 1,216 3,392
Interest on corporate financing
−Removed: 9,025 12,563 28,191 39,686
Depreciation and amortization 9,000 11,068
1 unchanged sentence
Other non-recurring charges (1)
−Removed: 4,409 2,939 10,027 19,750
Fair value mark-to-market adjustment 849 (4,916)
7 unchanged sentences
• We believe it is useful to exclude the impact of certain non-recurring charges because we do not believe that these items reflect our ongoing business operations.
−Removed: Other non-recurring charges include litigation reserve, impairment charges, workforce optimization expenses, shareholder activism costs, debt amendment and warrant amortization costs related to our corporate financing facilities.
+Added: Other non-recurring charges include litigation reserve, impairment charges, workforce optimization expenses, shareholder activism costs, debt amendment, extinguishment and warrant amortization costs.
• We believe it is useful to exclude stock-based compensation expense because it is a non-cash charge.
• We also exclude the fair value mark-to-market adjustment on our asset-backed notes carried at fair value to align with the 2023 accounting policy decision to account for new debt financings at amortized cost.
−Removed: The following table presents a reconciliation of net income (loss) to Adjusted Net Income (Loss) for the three and nine months ended September 30, 2025 and 2024:
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
+Added: The following table presents a reconciliation of net income to Adjusted Net Income for the three months ended March 31, 2026 and 2025:
+Added: Three Months Ended March 31,
Adjusted Net Income (in thousands) 2026 2025
−Removed: Net income (loss) $ 5,198 $ (29,956) $ 21,842 $ (87,420)
−Removed: Income tax expense (benefit) 9,046 (9,508) 15,669 (31,668)
+Added: $ 2,345 $ 9,767
+Added: Income tax expense 1,216 3,392
Stock-based compensation expense 2,968 2,831
Other non-recurring charges (1)
−Removed: 4,409 2,939 10,027 19,750
−Removed: Net decrease in fair value of credit cards receivable
Mark-to-market adjustment on asset-backed notes
+Added: Adjusted income before taxes
13,970 25,537
−Removed: Adjusted income (loss) before taxes 25,705 1,275 71,385 10,658
Normalized income tax expense 3,772 6,895
3 unchanged sentences
(1) Certain prior-period financial information has been reclassified to conform to current period presentation.
−Removed: (2) Income tax rate for the three and nine months ended September 30, 2025 and 2024 is based on a normalized statutory rate.
+Added: (2) Income tax rate for the three months ended March 31, 2026 and 2025 is based on a normalized statutory rate.
Adjusted Earnings Per Share (“Adjusted EPS”)
−Removed: Adjusted Earnings (Loss) Per Share is a non-GAAP financial measure that allows management, investors and our Board to evaluate the operating results, operating trends and profitability of the business in relation to diluted adjusted weighted-average shares outstanding.
−Removed: The following table presents a reconciliation of Diluted EPS to Diluted Adjusted EPS for the three and nine months ended September 30, 2025 and 2024.
−Removed: For the reconciliation of net income to Adjusted Net Income (Loss), see the immediately preceding table “Adjusted Net Income (Loss).”
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
+Added: Adjusted Earnings Per Share is a non-GAAP financial measure that allows management, investors, and our Board to evaluate the operating results, operating trends, and profitability of the business in relation to diluted adjusted weighted-average shares outstanding.
+Added: The following table presents a reconciliation of diluted EPS to Diluted Adjusted EPS for the three months ended March 31, 2026 and 2025.
+Added: For the reconciliation of net income to Adjusted Net Income, see the immediately preceding table “Adjusted Net Income.”
+Added: Three Months Ended March 31,
(in thousands, except share and per share data) 2026 2025
−Removed: Diluted earnings (loss) per share $ 0.11 $ (0.75) $ 0.46 $ (2.21)
+Added: Diluted earnings per share
+Added: $ 0.05 $ 0.21
Adjusted Net Income $ 10,198 $ 18,642
6 unchanged sentences
Return on Equity and Adjusted Return on Equity
−Removed: We define Adjusted Return on Equity as annualized Adjusted Net Income (Loss) divided by average stockholders’ equity.
+Added: We define Adjusted Return on Equity as annualized Adjusted Net Income divided by average stockholders’ equity.
Average stockholders’ equity is an average of the beginning and ending stockholders’ equity balance for each period.
We believe Adjusted Return on Equity is an important measure because it allows management, investors and our Board to evaluate the profitability of the business in relation to stockholders’ equity and how efficiently we generate income from stockholders' equity.
−Removed: The following table presents a reconciliation of Return on Equity to Adjusted Return on Equity as of and for the three and nine months ended September 30, 2025 and 2024.
−Removed: For the reconciliation of net income to Adjusted Net Income (Loss), see the immediately preceding table “Adjusted Net Income (Loss).”
−Removed: As of or for the Three Months Ended September 30, As of or for the Nine Months Ended September 30,
+Added: The following table presents a reconciliation of Return on Equity to Adjusted Return on Equity as of and for the three months ended March 31, 2026 and 2025.
+Added: For the reconciliation of net income to Adjusted Net Income, see the immediately preceding table “Adjusted Net Income.”
+Added: As of or for the Three Months Ended March 31,
(in thousands) 2026 2025
6 unchanged sentences
We define Adjusted Operating Expense as total operating expenses adjusted to exclude stock-based compensation expense and certain non-recurring charges.
−Removed: Other non-recurring charges include litigation reserve, impairment charges, workforce optimization expenses, shareholder activism costs, and debt amendment costs related to our Corporate Financing facility.
+Added: Other non-recurring charges include litigation reserve, impairment charges, workforce optimization expenses, shareholder activism costs, and debt amendment costs.
We define Adjusted Operating Expense Ratio as Adjusted Operating Expense divided by Average Daily Principal Balance.
1 unchanged sentence
We believe Adjusted Operating Expense Ratio is an important measure because they allow management, investors and our Board to evaluate how efficiently we are managing costs relative to revenue and Average Daily Principal Balance.
−Removed: The following table presents a reconciliation of Operating Expense to Adjusted Operating Expense and Operating Expense Ratio to Adjusted Operating Expense Ratio for the three and nine months ended September 30, 2025 and 2024:
−Removed: As of or for the Three Months Ended September 30, As of or for the Nine Months Ended September 30,
+Added: The following table presents a reconciliation of Operating Expense to Adjusted Operating Expense and Operating Expense Ratio to Adjusted Operating Expense Ratio for the three months ended March 31, 2026 and 2025:
+Added: As of or for the Three Months Ended March 31,
(in thousands) 2026 2025
17 unchanged sentences
We generally target liquidity levels to support at least twelve months of our expected net cash outflows, including new originations, without access to our Corporate Financing facility or equity markets.
−Removed: Elevated and fluctuating interest rates, credit trends and other macroeconomic conditions could continue to have an impact on market volatility which could adversely impact our business, liquidity, and capital resources.
+Added: Elevated and fluctuating interest rates, credit trends and other macroeconomic and geopolitical conditions could continue to have an impact on market volatility which could adversely impact our business, liquidity, and capital resources.
Future decreases in cash flows from operations resulting from delinquencies, defaults, and losses would decrease the cash available for the capital uses described above.
1 unchanged sentence
The following table summarizes our total liquidity reserves:
−Removed: September 30, 2025
+Added: March 31, 2026
(in thousands) Total capacity Amount borrowed/utilized Remaining available capacity
7 unchanged sentences
The following table summarizes our cash and cash equivalents, restricted cash and cash flows for the periods indicated:
−Removed: Nine Months Ended September 30,
+Added: Three Months Ended March 31,
(in thousands) 2026 2025
7 unchanged sentences
Operating Activities
−Removed: Our net cash provided by operating activities was $304.5 million and $302.1 million for the nine months ended September 30, 2025 and 2024, respectively.
+Added: Our net cash provided by operating activities was $103.7 million and $101.0 million for the three months ended March 31, 2026 and 2025, respectively.
Cash flows from operating activities primarily include net income or losses adjusted for (i) non-cash items included in net income or loss, including depreciation and amortization expense, goodwill impairment charges, fair value adjustments, net, origination fees for loans at fair value, net, gain on loan sales, stock-based compensation expense and deferred tax provision, net, (ii) originations of loans sold and held for sale, and proceeds from sale of loans and (iii) changes in the balances of operating assets and liabilities, which can vary significantly in the normal course of business due to the amount and timing of various payments.
−Removed: The $2.5 million increase in our net cash provided by operating activities is primarily driven by a $109.3 million increase in our net income, $46.7 million increase associated with changes in our deferred tax assets as a result of our income tax provision, $29.0 million increase due to proceeds from the sale of loans, $22.1 million increase in our changes in other assets and liabilities, and $14.1 million increase in other, net.
−Removed: These were partially offset by a $164.6 million decrease in our fair value adjustment, net, $27.3 million decrease in our originations of loans sold and held for sale, $16.7 million decrease in our origination fees for loans receivable at fair value, net, $9.8 million decrease in our depreciation and amortization and stock-based compensation expense .
+Added: The $2.8 million increase in our net cash provided by operating activities is primarily driven by a $13.2 million increase in our fair value adjustment, net, $11.6 million increase in our origination fees for Loans Receivable at Fair Value, net, and $6.5 million increase in our originations of loans sold and held for sale.
+Added: These were partially offset by $8.2 million decrease due to proceeds from the sale of loans, a $7.4 million decrease in our net income, $5.9 million decrease relating to our change in Other Assets, $3.9 million decrease from our accrued compensations costs, $1.6 million decrease due to our deferred tax asset position, and $1.5 million decrease in Right of Use Assets.
Investing Activities
−Removed: Our net cash used in investing activities was $180.5 million and $137.3 million for the nine months ended September 30, 2025 and 2024, respectively.
+Added: Our net cash provided by investing activities was $8.0 million for the three months ended March 31, 2026 and net cash used in investing activities was $55.5 million for the three months ended March 31, 2025 .
Our investing activities consist primarily of loan originations and loan repayments.
1 unchanged sentence
Purchases of property and equipment, and capitalization of system development costs may vary from period to period due to the timing of the expansion of our operations, the addition of employee headcount and the development cycles of our system development.
−Removed: The change in our net cash used in investing activities is primarily due to $90.9 million higher originations and purchases of loans held for investment, and $5.0 million decrease as a result of higher capitalization of system development costs, and $2.8 million decrease in proceeds from loan sales originated as held for investment.
−Removed: These were partially offset by an $55.5 million increase in repayments of loan principal and for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.
+Added: The change in our net cash provided by investing activities is primarily due to $63.8 million higher originations and purchases of loans held for investment .
Financing Activities
−Removed: Our net cash used in financing activities was $114.7 million and $142.3 million for the nine months ended September 30, 2025 and 2024, respectively.
−Removed: For the nine months ended September 30, 2025, net cash used in financing activities was primarily driven by amortization payments on our Asset-backed notes at fair value, Asset-backed borrowings at amortized cost, and repayments of borrowings on our Secured Financing and Corporate Financing, partially offset by borrowings under our Asset-backed borrowings at amortized cost.
−Removed: For the nine months ended September 30, 2024, net cash used in financing activities was primarily driven by amortization payments on our asset-backed notes and asset-backed borrowings and repayments of our Secured Financing and Acquisition and Corporate Financing facilities.
−Removed: These were partially offset by issuances of Asset-backed borrowings at amortized cost.
+Added: Our net cash used in financing activities was $100.8 million and $29.1 million for the three months ended March 31, 2026 and 2025, respectively.
+Added: For the three months ended March 31, 2026, net cash used in financing activities was primarily driven by amortization payments on our Asset-backed borrowings at amortized cost, asset-backed notes at fair value, partially offset by borrowings under our Asset-backed borrowings at amortized cost and net borrowings on our secured financing.
Sources of Funds
1 unchanged sentence
Asset-Backed Securitizations
−Removed: As of September 30, 2025, we had $2.1 billion of outstanding asset-backed notes.
+Added: As of March 31, 2026, we had $2.2 billion of outstanding asset-backed notes.
Our securitizations utilize special purpose entities which are also VIEs that meet the requirements to be consolidated in our financial statements.
1 unchanged sentence
Our ability to utilize our asset-backed securitizations as described herein is subject to compliance with various requirements including eligibility criteria for the loan collateral and covenants and other requirements .
−Removed: As of September 30, 2025, we were in compliance with all covenants and requirements of all our asset-backed notes.
+Added: As of March 31, 2026, we were in compliance with all covenants and requirements of all our asset-backed notes.
Secured Financings
−Removed: As of September 30, 2025 , we had Secured Financings with warehouse lines of $953.6 million in the aggregate with undrawn capacity of $787.8 million.
−Removed: On November 10, 2024, we terminated our Credit Card Warehouse facility, which had a commitment amount of $60.0 million at termination.
+Added: As of March 31, 2026 , we had Secured Financings with warehouse lines of $1,139.1 million in the aggregate with undrawn capacity of $921.7 million.
Our ability to utilize our Secured Financing facilities as described herein is subject to compliance with various requirements, including eligibility criteria for collateral, concentration limits for our collateral pool, and covenants and other requirements.
−Removed: On August 5, 2024, in connection with the closing of the PLW II Facility, Oportun PLW II Trust, a subsidiary of the Company, entered into a loan and security agreement with certain lenders from time to time party thereto, and Wilmington Trust, National Association as collateral agent, administrative agent, paying agent, securities intermediary and depositary bank.
−Removed: The PLW II Facility has a three-year revolving period and a borrowing capacity of $245.2 million.
+Added: On October 14, 2025, in connection with the closing of the Personal Loan Warehouse IV Facility (PLW IV), Oportun PLW IV Trust, a subsidiary of the Company, entered into a loan and security agreement with certain lenders and Wilmington Trust, National Association as collateral agent, administrative agent, paying agent, securities intermediary and depositary bank.
+Added: The PLW IV Facility has a revolving period ending in
+Added: October 2028 and a borrowing capacity of $246.8 million.
Borrowings under the loan and security agreement accrue interest at a rate equal to Term SOFR plus a weighted average spread of 2.56%.
+Added: The advance rate for the PLW IV Facility is 95.0%, subject to certain triggers that could lower the advance rate to 92.0%.
+Added: On April 2, 2025, in connection with the closing of the Personal Loan Warehouse III Facility (PLW III), Oportun PLW III Trust, a subsidiary of the Company, entered into a loan and security agreement with certain lenders and Wilmington Trust, National Association as collateral agent, administrative agent, paying agent, securities intermediary and depositary bank.
+Added: The PLW III Facility has a revolving period ending in April 2027 and a borrowing capacity of $187.5 million.
+Added: Borrowings under the loan and security agreement accrued interest at a rate equal to Term SOFR plus a weighted average spread up to 3.18%.
+Added: The advance rate for the PLW III Facility is 95.0%, subject to certain triggers that could lower the advance rate to 92.0%.
+Added: On October 8, 2025, the PLW III Facility was amended.
+Added: Prior to the amendment, borrowings under the loan and security agreement accrued interest at a rate equal to Term SOFR plus a weighted average spread up to 3.34%.
+Added: On August 5, 2024, in connection with the closing of the Personal Loan Warehouse II Facility (PLW II), Oportun PLW II Trust, a subsidiary of the Company, entered into a loan and security agreement with certain lenders and Wilmington Trust, National Association as collateral agent, administrative agent, paying agent, securities intermediary and depositary bank.
+Added: The PLW II Facility has a revolving period ending in August 2027 and a borrowing capacity of $337.1 million.
+Added: Borrowings under the loan and security agreement accrued interest at a rate equal to Term SOFR plus a weighted average spread of 2.76%.
The advance rate for the PLW II Facility is 95.0%, subject to certain triggers that could lower the advance rate to 92.0%.
−Removed: On November 1, 2024, the PLW II Facility was amended t o increase the borrowing capacity to $337.1 million (the “PLW II Amendment”) and to accrue interest at a rate equal to Term SOFR plus a weighted average spread of 3.07%.
−Removed: On September 20, 2024, Oportun PLW Trust, a subsidiary of the Company, Wilmington Trust, National Association as collateral agent, administrative agent, paying agent, securities intermediary and depositary bank and certain lenders from time to time party thereto, entered into an amendment to the Loan and Security Agreement, dated as of September 8, 2021, and other related documents, under the PLW Facility.
−Removed: Following the amendment, the PLW Facility has a two-year revolving period and a borrowing capacity of $306.45 million.
−Removed: Borrowings under the PLW Facility loan and security agreement accrued interest at a rate equal to Term SOFR plus a weighted average spread of 3.40%.
+Added: On October 8, 2025, the PLW II Facility was amended.
+Added: Prior to the amendment, borrowings under the loan and security agreement accrued interest at a rate equal to Term SOFR plus a weighted average spread of 3.07%.
+Added: On September 8, 2021, in connection with the closing of the Personal Loan Warehouse Facility (PLW), Oportun PLW Trust, a subsidiary of the Company, entered into a loan and security agreement with certain lenders and Wilmington Trust, National Association as collateral agent, administrative agent, paying agent, securities intermediary and depositary bank.
+Added: The PLW Facility has a revolving period ending in September 2027, and a borrowing capacity of $367.7 million.
+Added: Borrowings under the loan and security agreement accrue interest at a rate equal to Term SOFR plus a weighted average spread of 2.84%.
The advance rate for the PLW Facility is 95.0%, subject to certain triggers that could lower the advance rate to 92.0%.
−Removed: On November 22, 2024, the PLW Facility was amended to increase the borrowing capacity to $429.0 million (the “PLW Amendment”) and to accrue interest at a rate equal to Term SOFR plus a weighted average spread of 3.35%.
−Removed: On April 2, 2025, in connection with the closing of the PLW III Facility, Oportun PLW III Trust, a subsidiary of the Company, entered into a loan and security agreement with certain lenders from time to time party thereto, and Wilmington Trust, National Association as collateral agent, administrative agent, paying agent, securities intermediary and depositary bank.
−Removed: The PLW III Facility has a two-year revolving period and a borrowing capacity of $187.5 million.
−Removed: Borrowings under the loan and security agreement accrue interest at a rate equal to Term SOFR plus a weighted average spread up to 3.34%.
−Removed: The advance rate for the PLW III Facility is 95.0%, subject to certain triggers that could lower the advance rate to 92.0%.
+Added: The PLW Facility was amended in prior years, and most recently on October 10, 2025.
+Added: Prior to the most recent amendment, the PLW Facility had a revolving period ending in September 2026;
+Added: a borrowing capacity of $429.0 million, and borrowings accrued interest at a rate equal to, Term SOFR plus a weighted average spread of 3.35%.
Asset-Backed Borrowings at Amortized Cost
+Added: On February 9, 2026, we issued $485.0 million of Series 2026-A asset-backed notes secured by a pool of our unsecured and secured personal installment loans (the “2026-A Securitization”).
+Added: The 2026-A Securitization included five classes of fixed rate notes.
+Added: The notes were offered and sold in a private placement in reliance on Rule 144A under the U.S.
+Added: Securities Act of 1933, as amended, and were priced with a weighted average yield of 5.32% per annum and a weighted average coupon of 5.25% per annum.
+Added: On February 9, 2026, we redeemed series 2025-A asset-backed notes in the amount of $425.1 million.
+Added: The asset-backed notes were carried at amortized cost, and the unamortized costs were recognized in the Condensed Consolidated Statements of Operations (Unaudited) as part of the interest expense.
+Added: On January 8, 2026, we redeemed series 2024-1 asset-backed notes in the amount of $28.7 million.
+Added: The asset-backed notes were carried at amortized cost, and the unamortized costs were recognized in the Condensed Consolidated Statements of Operations (Unaudited) as part of the interest expense.
+Added: On October 17, 2025, we issued $441.2 million of Series 2025-D asset-backed notes secured by a pool of its unsecured and secured personal installment loans (the “2025-D Securitization”).
+Added: The 2025-D Securitization included five classes of fixed rate notes.
+Added: The notes were offered and sold in a private placement in reliance on Rule 144A under the U.S.
+Added: Securities Act of 1933, as amended, and were priced with a weighted average yield of 5.77% per annum and a weighted average coupon of 5.69% per annum.
On August 21, 2025, we issued $538.5 million of Series 2025-C asset-backed notes secured by a pool of unsecured and secured personal installment loans (the "2025-C Securitization").
6 unchanged sentences
Securities Act of 1933, as amended, and were priced with a weighted average yield of 5.67% per annum and weighted average coupon of 5.57% per annum.
−Removed: On January 16, 2025, we announced the issuance of $425.1 million of Series 2025-A asset-backed notes secured by a pool of our unsecured and secured personal installment loans (the "2025-A Securitization").
+Added: On January 16, 2025, we issued $425.1 million of Series 2025-A asset-backed notes secured by a pool of our unsecured and secured personal installment loans (the "2025-A Securitization").
The 2025-A Securitization included five classes of fixed rate notes.
1 unchanged sentence
Securities Act of 1933, as amended, and were priced with a weighted average yield of 6.95% per annum and weighted average coupon of 6.15% per annum.
−Removed: On August 29, 2024, we announced the issuance of $223.3 million of series 2024-2 asset-backed notes secured by a pool of our unsecured and secured personal installment loans (the "2024-2 Securitization").
+Added: On August 29, 2024, we issued $223.3 million of series 2024-2 asset-backed notes secured by a pool of our unsecured and secured personal installment loans (the "2024-2 Securitization").
The 2024-2 Securitization included four classes of fixed rate notes.
1 unchanged sentence
Securities Act of 1933, as amended, and were priced with a weighted average yield of 8.22% per annum and weighted average coupon of 8.07% per annum.
−Removed: On February 13, 2024, we announced the issuance of $199.5 million of Series 2024-1 asset-backed notes secured by a pool of our unsecured and secured personal installment loans (the "2024-1 Securitization").
+Added: On February 13, 2024, we issued $199.5 million of Series 2024-1 asset-backed notes secured by a pool of our unsecured and secured personal installment loans (the "2024-1 Securitization").
The 2024-1 Securitization included four classes of fixed rate notes.
1 unchanged sentence
Securities Act of 1933, as amended, and were priced with a weighted average yield of 8.60% per annum and weighted average coupon of 8.43% per annum.
−Removed: On October 20, 2023, we entered into a Receivables Loan and Security Agreement (the “Receivables Loan and Security Agreement”), pursuant to which the Company borrowed $197 million.
+Added: On October 19, 2023, we entered into a Receivables Loan and Security Agreement (the “Receivables Loan and Security Agreement”) 2023-A, pursuant to which the Company borrowed $197.4 million.
Borrowings under the Receivables Loan and Security Agreement accrue interest at a weighted average interest rate equal to 10.05%.
−Removed: On August 3, 2023, we entered into a forward flow whole loan sale agreement with an institutional investor.
−Removed: Pursuant to this agreement, we had a commitment to sell up to $400.0 million of our personal loan originations over twelve months.
−Removed: We will continue to service these loans upon transfer of the receivables.
−Removed: While the economics of this transaction are structured as a whole loan sale, the transfer of these loans receivable does not qualify as a sale for accounting purposes.
−Removed: Accordingly, the related assets remain on our balance sheet and cash proceeds received are reported as a secured borrowing under the caption of asset-backed borrowings at amortized cost with related interest expense recognized over the life of the related borrowing.
−Removed: No loans were transferred during the nine months ended September 30, 2025 .
−Removed: We had previously fulfilled our commitment to sell loans under the agreement.
−Removed: On June 16, 2023, we entered into a forward flow whole loan sale agreement with an institutional investor.
−Removed: On April 26, 2024, we amended the agreement to extend the term through October 2024 and committed to sell $150.0 million of personal loan originations.
−Removed: We will continue to service these loans upon transfer of the receivables.
−Removed: While the economics of this transaction are structured as a whole loan sale, the transfer of these loans receivable does not qualify as a sale for accounting purposes.
−Removed: Accordingly, the related assets remain on our balance sheet and cash proceeds received are reported as a secured borrowing under the caption of asset-backed borrowings at amortized cost with related interest expense recognized over the life of the related borrowing.
−Removed: No loans were transferred during the nine months ended September 30, 2025 .
−Removed: We had previously fulfilled our commitment to sell loans under the agreement.
+Added: On November 10, 2025, we redeemed the 2023-A financing transaction.
+Added: The financing was carried at amortized cost, and the unamortized costs were recognized in the Condensed Consolidated Statements of Operations (Unaudited) as part of the Interest Expense.
+Added: On August 3, 2023 and April 26, 2024, we entered into separate forward flow whole loan sale agreements with institutional investors to sell up to $400.0 million and $150.0 million of personal loan originations, respectively.
+Added: No loans were transferred under either agreement during the three months ended March 31, 2026 , as our sale commitments had been previously satisfied, but we do continue to service any loans transferred.
+Added: Although each arrangement is structured as a whole loan sale and we would continue to service any loans transferred, the transfers do not qualify as sales for accounting purposes.
+Added: As a result, the related loan assets remain on our balance sheet and the cash proceeds are recorded as secured borrowings within asset-backed borrowings at amortized cost, with interest expense recognized over the term.
Corporate Financing
−Removed: On September 14, 2022, we entered into the Original Credit Agreement with certain funds associated with Neuberger Berman Specialty Finance (“Neuberger”) as lenders, and Wilmington Trust, National Association, as administrative agent and collateral agent to borrow $150.0 million through a senior secured term loan (the “Original Credit Agreement” and the “Original Term Loan”).
−Removed: The Original Term Loan bore interest, payable in cash, at an amount equal to 1-month term SOFR plus 9.00%.
−Removed: The Original Term Loan was scheduled to mature on September 14, 2026, and was not subject to amortization.
−Removed: Certain prepayments of the Original Term Loan were subject to a prepayment premium.
−Removed: The obligations under the Original Credit Agreement were secured by our assets and certain of our subsidiaries guaranteeing the Original Term Loan, including pledges of the equity interests of certain subsidiaries that were directly or indirectly owned by us, subject to customary exceptions.
−Removed: On March 10, 2023 we upsized and amended the Original Credit Agreement to be able to borrow up to an additional $75.0 million (the “Amended Original Credit Agreement”).
−Removed: At closing and as part of the Incremental Tranche A-1 Loans, we borrowed $20.8 million and borrowed an additional $4.2 million in Incremental Tranche A-2 loans on March 27, 2023.
−Removed: Under the Amended Original Credit Agreement, we borrowed an additional $25.0 million of incremental term loans on May 5, 2023 and an additional $25.0 million of incremental term loans on June 30, 2023.
−Removed: The Original Term Loan then bore interest at (a) an amount payable in cash equal to 1-month term SOFR plus 9.00% plus (b) an amount payable in cash or in kind, at our option, equal to 3.00%.
−Removed: On March 12, 2024, the Company entered into a further amendment to the Amended Original Credit Agreement, which 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 required 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.
−Removed: In addition, the Amended Original Credit Agreement required principal payments equal to 100% of the net cash proceeds of any future issuance of indebtedness junior in priority to the obligations under the Original Credit Agreement, as amended.
−Removed: On November 14, 2024, the Original Credit Agreement, as amended, was terminated and the associated outstanding Original Term Loan was repaid in full, in connection with the Credit Agreement disclosed below .
+Added: We previously entered into the Original Credit Agreement, as defined below, which provided for a senior secured term loan with an initial borrowing capacity of up to $150.0 million and was subsequently amended to increase total borrowing capacity by up to an additional $75.0 million and modify certain terms (including the interest rate structure and certain covenant and repayment provisions).
+Added: On November 14, 2024, the Original Credit Agreement (as amended) was terminated and the outstanding term loan was repaid in full in connection with the Credit Agreement described below.
On October 23, 2024, we entered into a Credit Agreement with certain affiliates of Neuberger and McLaren Harbor LLC as lenders, and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent, pursuant to which we borrowed $235 million through a senior secured term loan (the “Credit Agreement” and the “Term Loan”).
1 unchanged sentence
On November 14, 2024, we repaid in full the Original Credit Agreement, as amended.
−Removed: Certain prepayments under the Agreement are subject to a prepayment premium.
+Added: Certain prepayments under the Credit Agreement are subject to a prepayment premium.
The obligations under the Credit Agreement are secured by our assets and certain of subsidiaries guaranteeing the loan, including pledges of the equity interests of certain subsidiaries that are directly or indirectly owned by us, subject to customary exceptions.
2 unchanged sentences
Under the Credit Agreement, we were required to repay a combined $12.5 million and $27.5 million of the Term Loan, prior to July 31, 2025 and January 31, 2026, respectively.
−Removed: As of September 30, 2025, w e had fully repaid the $12.5 million due by July 31, 2025, and $20.0 million of the required $27.5 million due by January 31, 2026.
−Removed: On October 9, 2025, we repaid the remaining $7.5 million of required, along with an additional voluntary prepayment of $10.0 million, which was not subject to any prepayment penalties.
−Removed: As of September 30, 2025, we were in compliance with all covenants and requirements on our outstanding debt and available credit.
−Removed: For more information regarding our Secured Financings and Corporate Financing, see Note 8, Borrowings of the Notes to the Condensed Consolidated Financial Statements (Unaudited) included elsewhere in this report.
+Added: As of March 31, 2026, w e have fully repaid the required $12.5 million and $27.5 million of principal.
+Added: In addition, the Company made additional prepayments of $20 million, not subject to a prepayment premium, and $10 million subject to a prepayment premium.
+Added: Voluntary prepayment of the Term Loans in excess of certain thresholds and with certain other exceptions as set forth in the Credit Agreement, will be subject to a prepayment premium.
+Added: As of December 31, 2025, t he Company has made a total of $30.0 million of voluntary prepayments of principal, along with a total of $0.5 million in prepayment premiums.
+Added: On April 1, 2026 and May 1, 2026, we made additional voluntary prepayments of $15.0 million each, which were subject to prepayment penalties totalling $1.5 million.
+Added: As of March 31, 2026, we were in compliance with all covenants and requirements on our outstanding debt and available credit.
+Added: For more information regarding our Secured Financing and Corporate Financing, see Note 8, Borrowings of the Notes to the Condensed Consolidated Financial Statements (Unaudited) included elsewhere in this report.
Other loan sales
−Removed: From time to time, we may enter into agreements to sell certain populations of our personal loans, including non-performing loans originated as
−Removed: held for investment.
−Removed: For the nine months ended September 30, 2025 , we did not sell any such loans.
−Removed: For further information, see Note 5, Loans Held for Sale and Loans Sold of the Notes to the Condensed Consolidated Financial Statements (Unaudited) included elsewhere in this report.
+Added: From time to time, we may enter into agreements to sell certain populations of our personal loans receivables, including non-performing loans originated as held for investment.
+Added: For the three months ended March 31, 2026 , we did not sell any such loans.
+Added: For further information of these sales, see Note 5, Loans Held for Sale and Loans Sold of the Notes to the Condensed Consolidated Financial Statements (Unaudited) included elsewhere in this report.
Whole loan sales
In November 2022, we entered into a forward flow whole loan sale agreement with an institutional investor.
−Removed: Pursuant to this agreement, we have a commitment, through December 2025, to sell a minimum of $2.0 million of our unsecured loan originations each month, with an option to sell up to $4.2 million each month, subject to certain eligibility criteria.
−Removed: The agreement is scheduled to expire in December 2025.
+Added: Pursuant to this agreement, we have a commitment to sell a minimum of $2.0 million of our unsecured loan originations each month, with an option to sell up to $4.2 million each month, subject to certain eligibility criteria.
+Added: The agreement is set to expire in December 2026, after being extended in December 2025.
In November 2023, we entered into a forward flow whole loan sale agreement with an institutional investor, under which we expect to sell approximately $100 million of our secured and unsecured personal loans in fiscal year 2026, subject to certain eligibility criteria.
This agreement is scheduled to expire in November 2026.
−Removed: The originations of loans sold and held for sale during the nine months ended September 30, 2025 were $110.3 million.
+Added: The originations of loans sold and held for sale during the three months ended March 31, 2026 were $25.8 million.
For further information on the whole loan sale transactions, see Note 5, Loans Held for Sale and Loans Sold of the Notes to the Condensed Consolidated Financial Statements (Unaudited) included elsewhere in this report.
1 unchanged sentence
In August 11, 2020 we entered into a bank partnership program with Pathward, N.A., which was subsequently amended and restated, effective August 11, 2025.
−Removed: Under the program, we are obligated to purchase an increasing percentage of loans originated by Pathward, N.A.
+Added: Under the program, we were obligated to purchase an increasing percentage of loans originated by Pathward, N.A.
based on thresholds specified in the agreements.
−Removed: On September 26, 2025, we entered into an amendment to the program that simplified the partnership by providing that Pathward N.A.
−Removed: will cease retaining our loans by the end of February 2026.
−Removed: Effective October 1, 2025, we will begin purchasing from Pathward 100% of all newly originated loans.
−Removed: The amendment also required us to acquire Pathward’s existing retained loan portfolio by February 2026, with an initial purchase of loans that are current or <30 days delinquent on October 3, 2025.
+Added: Per our September 26, 2025 agreement, we purchase 100% of Pathward originated loans and have purchased all loans previously owned by Pathward.
Contractual Obligations and Commitments
−Removed: The material cash requirements for our contractual and other obligations primarily include those related our outstanding borrowings under our asset-backed notes, Secured Financings, corporate and retail leases, and purchase commitments for technology used in the business.
+Added: The material cash requirements for our contractual and other obligations primarily include those related our outstanding borrowings under our asset-backed notes, Secured Financing, corporate and retail leases, and purchase commitments for technology used in the business.
See Note 8, Borrowings and Note 15, Leases, Commitments and Contingencies of the Notes to the Condensed Consolidated Financial Statements (Unaudited) included elsewhere in this report for more information.
8 unchanged sentences
Critical Accounting Policies and Significant Judgments and Estimates
−Removed: Our Management's Discussion and Analysis of Financial Condition and Results of Operations is based on our condensed consolidated financial statements, which have been prepared in accordance with GAAP.
+Added: Our Management's Discussion and Analysis of Financial Condition and Results of Operations is based on our condensed and consolidated financial statements, which have been prepared in accordance with GAAP.
The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures.
6 unchanged sentences
Quantitative and Qualitative Disclosures About Market Risk
−Removed: As a "Smaller Reporting Company" as defined by Item 10 of Regulations S-K, the Company is not required to provide this information.
+Added: As a "Smaller Reporting Company" as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
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.