What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-08 · 130 added, 109 removed, 564 unchanged (30% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

March 31, December 31,

June 30, December 31,

Cash and cash equivalents $ 139,590 $ 105,525

15 unchanged sentences

Stockholders' equity

Common stock, $ 0.0001 par value - 1,000,000,000 shares authorized at March 31, 2026 and December 31, 2025;

45,874,814 shares issued and 45,602,791 shares outstanding at March 31, 2026;

Common stock, $ 0.0001 par value - 1,000,000,000 shares authorized at June 30, 2026 and December 31, 2025;

46,222,056 shares issued and 45,950,033 shares outstanding at June 30, 2026;

44,709,065 shares issued and 44,437,042 shares outstanding at December 31, 2025

1 unchanged sentence

Accumulated deficit ( 216,404 ) ( 227,285 )

Treasury stock at cost, 272,023 shares at March 31, 2026 and December 31, 2025

Treasury stock at cost, 272,023 shares at June 30, 2026 and December 31, 2025

( 6,309 ) ( 6,309 )

5 unchanged sentences

(in thousands, except share and per share data)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

2026 2025 2026 2025

Interest income $ 219,274 $ 218,281 $ 434,939 $ 438,502

12 unchanged sentences

Income before taxes

15,620 10,108 19,181 23,267

Income tax expense 7,084 3,231 8,300 6,623

12 unchanged sentences

(in thousands, except share data)

For the Three Months Ended March 31, 2026

For the Six Months Ended June 30, 2026

Warrants Common Stock

6 unchanged sentences

Balance – March 31, 2026 2,682,788 $ 11,150 45,602,791 $ 8 $ 616,374 $ ( 224,940 ) $ ( 6,309 ) $ 396,283

Stock-based compensation expense — — — — 3,110 — — 3,110

Vesting of restricted stock units, net of shares withheld — — 252,829 — ( 797 ) — — ( 797 )

Issuance of common stock upon exercise of warrants ( 94,413 ) ( 492 ) 94,413 — 493 — — 1

Net income — — — — — 8,536 — 8,536

Balance – June 30, 2026 2,588,375 $ 10,658 45,950,033 $ 8 $ 619,180 $ ( 216,404 ) $ ( 6,309 ) $ 407,133

See Notes to the Condensed Consolidated Financial Statements (Unaudited).

2 unchanged sentences

(in thousands, except share data)

For the Three Months Ended March 31, 2025

For the Six Months Ended June 30, 2025

Warrants Common Stock

5 unchanged sentences

Balance – March 31, 2025 9,046,459 $ 33,825 37,501,165 $ 7 $ 581,340 $ ( 242,764 ) $ ( 6,309 ) $ 366,099

Issuance of common stock upon exercise of stock options, net of shares withheld — — 8,104 — 46 — — 46

Stock-based compensation expense — — — — 2,904 — — 2,904

Vesting of restricted stock units, net of shares withheld — — 136,459 — — — — —

Issuance of common stock upon exercise of warrants ( 6,363,671 ) ( 22,675 ) 6,363,671 1 22,737 — — 63

Net income — — — — — 6,877 — 6,877

Balance – June 30, 2025 2,682,788 $ 11,150 44,009,399 $ 8 $ 607,027 $ ( 235,887 ) $ ( 6,309 ) $ 375,989

See Notes to the Condensed Consolidated Financial Statements (Unaudited).

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities

10 unchanged sentences

Changes in operating assets and liabilities

( 4,877 ) 4,945

Net cash provided by operating activities 213,044 205,505

5 unchanged sentences

Other, net ( 309 ) ( 382 )

Net cash provided by (used in) investing activities 7,982 ( 55,520 )

Net cash used in investing activities ( 42,141 ) ( 107,862 )

Cash flows from financing activities

6 unchanged sentences

Repayments of corporate financing

( 30,000 ) ( 13,759 )

Payments of deferred financing costs ( 34 ) ( 1,207 )

18 unchanged sentences

Notes to the Condensed Consolidated Financial Statements (Unaudited)

March 31, 2026

June 30, 2026

Organization and Description of Business

18 unchanged sentences

Recently Adopted Accounting Standards

There have been no accounting standards adopted during the three months ended March 31, 2026 .

There have been no accounting standards adopted during the three months ended June 30, 2026 .

Accounting Standards to be Adopted

5 unchanged sentences

Early adoption is permitted.

The Company is evaluating the effect of the new guidance on its income statement presentation.

The Company is evaluating the effect of the new guidance on its Condensed Consolidated Statement of Operations.

Internally Developed Software - In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

22 unchanged sentences

Basic and diluted earnings per share are calculated as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands, except share and per share data) 2026 2025 2026 2025

13 unchanged sentences

The following common share equivalent securities have been excluded from the calculation of diluted weighted-average common shares outstanding because the effect is anti-dilutive for the periods presented:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Stock options 1,404,257 1,700,321 1,417,883 1,768,313

19 unchanged sentences

The following table represents the assets and liabilities of consolidated VIEs recorded on the Company’s Condensed Consolidated Balance Sheets (Unaudited):

March 31, December 31,

June 30, December 31,

(in thousands) 2026 2025

18 unchanged sentences

Whole Loan Sale Program ‑ The Company enters into whole loan sale agreements with third parties in which the Company agrees to sell newly originated unsecured personal loans and secured personal loans.

The originations of loans sold and held for sale during the three months ended March 31, 2026 was $ 25.8 million and the Company recorded a gain on sale of $ 1.4 million and servicing revenue of $ 1.7 million.

The originations of loans sold and held for sale during the three months ended March 31, 2025 was $ 32.4 million and the Company recorded a gain on sale of $ 1.5 million and servicing revenue of $ 1.7 million.

The originations of loans sold and held for sale during the three months ended June 30, 2026 was $ 25.9 million and the Company recorded a gain on sale of $ 1.4 million and servicing revenue of $ 1.5 million.

The originations of loans sold and held for sale during the three months ended June 30, 2025 was $ 39.9 million and the Company recorded a gain on sale of $ 1.5 million and servicing revenue of $ 1.8 million.

The originations of loans sold and held for sale during the six months ended June 30, 2026 was $ 51.7 million and the Company recorded a gain on sale of $ 2.8 million and servicing revenue of $ 3.2 million.

The originations of loans sold and held for sale during the six months ended June 30, 2025 was $ 72.2 million and the Company recorded a gain on sale of $ 3.0 million and servicing revenue of $ 3.5 million.

Capitalized Software and Other Intangibles

Capitalized software, net consists of the following:

March 31, December 31,

June 30, December 31,

(in thousands) 2026 2025

5 unchanged sentences

Capitalized software, net

Amortization of system development costs and acquired developed technology for the three months ended March 31, 2026 and 2025 was $ 7.5 million and $ 9.3 million, respectively.

System development costs capitalized in the three months ended March 31, 2026 and 2025 were $ 6.7 million and $ 5.8 million, respectively.

Amortization of system development costs and acquired developed technology for the three months ended June 30, 2026 and 2025 was $ 7.3 million and $ 9.0 million, respectively.

System development costs capitalized in the three months ended June 30, 2026 and 2025 were $ 6.3 million and $ 6.6 million, respectively.

Amortization of system development costs and acquired developed technology for the six months ended June 30, 2026 and 2025 was $ 14.9 million and $ 18.3 million, respectively.

System development costs capitalized in the six months ended June 30, 2026 and 2025 were $ 12.9 million and $ 12.4 million, respectively.

Acquired developed technology was $ 48.5 million and is related to the acquisition of Hello Digit, Inc.

2 unchanged sentences

The gross carrying amount and accumulated amortization, in total and by major intangible asset class are as follows:

March 31, December 31,

June 30, December 31,

(in thousands) 2026 2025

5 unchanged sentences

Total intangible assets, net $ 12,557 $ 15,001

Amortization of intangible assets was $ 1.2 million for each of the three months ended March 31, 2026 and 2025.

Expected future amortization expense for intangible assets as of March 31, 2026 is as follows:

Amortization of intangible assets was $ 1.2 million for each of the three months ended June 30, 2026 and 2025.

Amortization of intangible assets was $ 2.4 million for each of the six months ended June 30, 2026 and 2025.

Expected future amortization expense for intangible assets as of June 30, 2026 is as follows:

(in thousands) Fiscal Years

2026 (remaining nine months) $ 3,714

2026 (remaining six months) $ 2,485

(1) Excludes indefinite lived intangible assets.

Other assets consist of the following:

March 31, December 31,

June 30, December 31,

(in thousands) 2026 2025

10 unchanged sentences

Total other assets $ 101,993 $ 103,691

Depreciation and amortization expense related to fixed assets for the three months ended March 31, 2026 and 2025 was $ 0.3 million and $ 0.6 million, respectively.

Depreciation and amortization expense related to fixed assets for the three months ended June 30, 2026 and 2025 was $ 0.3 million and $ 0.5 million, respectively, and for the six months ended June 30, 2026 and 2025 was $ 0.5 million, and $ 1.1 million, respectively.

Secured Financing

The following table presents information regarding the Company's Secured Financing facilities:

March 31, 2026 December 31, 2025

Variable Interest Entity Facility Amount Maturity Date Interest Rate Balance Balance

June 30, 2026 December 31, 2025

Variable Interest Entity Facility Amount Maturity Date Balance Balance

(in thousands)

Oportun PLW Trust $ 367,741 September 1, 2028 Term SOFR + 2.84 %

$ 66,110 $ 73,078

Oportun PLW Trust $ 367,741 September 1, 2028 $ 70,994 $ 73,078

Oportun PLW II Trust

337,100 August 1, 2028 Term SOFR + 2.76 %

69,080 68,916

337,100 August 1, 2028 83,494 68,916

Oportun PLW III Trust

187,500 April 1, 2028 Term SOFR + 3.18 %

30,395 35,051

187,500 April 1, 2028 65,077 35,051

Oportun PLW IV Trust

246,750 October 1, 2029 Term SOFR + 2.56 %

46,880 22,339

246,750 October 1, 2029 84,594 22,339

Oportun PLW V Trust 50,000 July 1, 2030 — —

Total secured financing $ 1,189,091 $ 304,159 $ 199,384

Weighted average interest rate of the Secured financing is SOFR + 2.89 % as June 30, 2026

PLW V Facility

On June 30, 2026, in connection with the closing of the Personal Loan Warehouse V Facility (PLW V), Oportun PLW V 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 (the "PLW V Facility").

The PLW V Facility has a total commitment of $ 50.0 million.

The facility has a three-year revolving period with a final maturity on July 1, 2030.

Asset-backed Notes at Fair Value

The following tables present information regarding asset-backed notes at fair value:

March 31, 2026

June 30, 2026

Variable Interest Entity (3)

28 unchanged sentences

The following table represents information regarding the Company's asset-backed notes and asset-backed borrowings at amortized cost:

March 31, 2026

June 30, 2026

Asset-backed Borrowings at Amortized Cost (5)

40 unchanged sentences

(3) Weighted average interest rate excludes notes retained by the Company.

There were no notes retained by the Company as of March 31, 2026.

There were no notes retained by the Company as of June 30, 2026.

(4) Consists of forward flow whole loan sales that do not qualify as sales for accounting purposes.

(5) Maturity dates for Asset-backed Borrowings at Amortized Cost are not reflected in the above tables as the related securitizations provide for variable monthly repayments that may result in repayment prior to the stated maturity dates.

On January 8, 2026, the Company redeemed series 2024-1 asset-backed notes in the amount of $ 28.7 million.

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.

On February 9, 2026, the Company issued $ 485.0 million of series 2026-A asset-backed notes secured by a pool of its unsecured and secured personal installment loans (the “2026-A Securitization”).

The 2026-A Securitization included five classes of fixed rate notes.

The notes were offered and sold in a private placement in reliance on Rule 144A under the U.S.

Securities Act of 1933, as amended, and were priced with a weighted average yield of 5.32 % per annum and a weighted average coupon of 5.25 % per annum.

On February 9, 2026, the Company redeemed series 2025-A asset-backed notes in the amount of $ 425.1 million.

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.

Corporate Financing

The following table presents information regarding the Company's Corporate financing:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Entity Original Balance Maturity Date Interest Rate Balance (1)

6 unchanged sentences

(1) Balances are measured at amortized cost.

As of March 31, 2026 and December 31, 2025 the outstanding principal balance were both $ 165.0 million.

As of June 30, 2026 and December 31, 2025, the outstanding principal balance was $ 135.0 million and $ 165.0 million, respectively.

On October 23, 2024, the Company entered into a Credit Agreement with certain affiliates of Neuberger and McLaren Harbor LLC, pursuant to which the Company borrowed $ 235 million of senior secured term loans (the “Credit Agreement” and the “Term Loans”).

2 unchanged sentences

The Credit Agreement contains certain representations, warranties and covenants, as well as indemnification obligations, in respect of the Company and certain of its subsidiaries, subject to specified exceptions and qualifications contained in the Credit Agreement.

During the three months ended June 30, 2026, the Company made voluntary principal prepayments of $30.0 million, reducing the outstanding principal balance.

In connection with the prepayments, the Company incurred prepayment premiums totaling $1.5 million and recognized losses on the partial extinguishment of debt totaling $3.6 million, both of which were recorded in Interest expense.

The obligations under the Credit Agreement are secured by the assets of the Company and certain of its subsidiaries guaranteeing the Term Loans, including pledges of the equity interests of certain subsidiaries that are directly or indirectly owned by the Company, subject to customary exceptions.

Under the Credit Agreement, the Company issued warrants, at an exercise price of $ 0.01 per share, to affiliates of Neuberger and McLaren Harbor LLC to purchase 4,853,006 shares of the Company’s common stock.

See Note 10, Stockholders' Equity for additional information on warrants issued by the Company.

See Note 10, Stockholders' E q u i ty for additional information on warrants issued by the Company.

The Credit Agreement contains financial covenants requiring the maintenance of minimum liquidity and a maximum adjusted EBITDA-based corporate leverage covenant, together with other customary affirmative and negative covenants, representations and warranties and events of default.

Debt Covenants - As of March 31, 2026, and December 31, 2025, the Company was in compliance with all covenants and requirements of the Secured Financing, Corporate Financing facilities and asset-backed notes.

Debt Covenants - As of June 30, 2026, and December 31, 2025, the Company was in compliance with all covenants and requirements of the Secured financing, Corporate financing facilities and asset-backed notes.

Other Liabilities

Other liabilities consist of the following:

March 31, December 31,

June 30, December 31,

(in thousands) 2026 2025

9 unchanged sentences

Preferred Stock - The board of directors of the Company (the “Board”) has the authority, without further action by the Company's stockholders, to issue up to 100,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by the Board.

There were no shares of undesignated preferred stock issued or outstanding as of March 31, 2026 or December 31, 2025.

Common Stock - As of March 31, 2026 and December 31, 2025, the Company was authorized to issue 1,000,000,000 shares of common stock with a par value of $ 0.0001 per share.

As of March 31, 2026, 45,874,814 and 45,602,791 shares were issued and outstanding, respectively, and 272,023 shares were held in treasury stock.

There were no shares of undesignated preferred stock issued or outstanding as of June 30, 2026 or December 31, 2025.

Common Stock - As of June 30, 2026 and December 31, 2025, the Company was authorized to issue 1,000,000,000 shares of common stock with a par value of $ 0.0001 per share.

As of June 30, 2026, 46,222,056 and 45,950,033 shares were issued and outstanding, respectively, and 272,023 shares were held in treasury stock.

As of December 31, 2025, 44,709,065 and 44,437,042 shares were issued and outstanding, respectively, and 272,023 shares were held in treasury stock.

1 unchanged sentence

On November 14, 2024, pursuant to the Credit Agreement, the Company issued additional detachable warrants to the lenders to purchase 4,853,006 shares of the Company’s common stock at an exercise price of $ 0.01 .

In May 2025, 6,363,671 warrants were exercised to purchase common stock.

As of March 31, 2026 and December 31, 2025, the Company had outstanding and exercisable detachable warrants of 2,682,788 .

In May 2025 and June 2026, 6,363,671 and 94,413 warrants were exercised, respectively, to purchase common stock.

As of June 30, 2026 and December 31, 2025, the Company had outstanding and exercisable detachable warrants of 2,588,375 , and 2,682,788 , respectively.

Equity Compensation and Other Benefits

1 unchanged sentence

Stock-based Compensation - Total stock-based compensation expense included in the Condensed Consolidated Statements of Operations (Unaudited) is as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

4 unchanged sentences

$ 2,939 $ 2,708 $ 7,082 $ 5,539

(1) Amounts shown are net of $ 0.2 million of capitalized stock-based compensation for the three months ended March 31, 2026 and net of $ 0.2 million of capitalized stock-based compensation for the three months ended March 31, 2025.

As of March 31, 2026, and December 31, 2025, the Company’s total unrecognized compensation cost related to time-based and performance-based unvested restricted stock unit awards granted to employees was $ 21.0 million and $ 20.8 million, respectively, which will be recognized over a weighted average vesting period of approximately 2.0 years and 1.8 years, respectively.

(1) Amounts shown are net of $ 0.2 million and $ 0.3 million of capitalized stock-based compensation for the three and six months ended June 30, 2026, respectively, and net of $ 0.2 million and $ 0.4 million of capitalized stock-based compensation for the three and six months ended June 30, 2025, respectively.

As of June 30, 2026, and December 31, 2025, the Company’s total unrecognized compensation cost related to unvested stock-based option awards granted to employees was insignificant and $ 0.2 million, respectively, and was expected to be recognized over a weighted-average vesting period of less than one year .

As of June 30, 2026 and December 31, 2025, the Company's total unrecognized compensation cost related to time-based and performance-based unvested restricted stock unit awards granted to employees was $ 21.0 million and $ 20.8 million, respectively, which will be recognized over a weighted average vesting period of approximately 2.0 years and 1.8 years, respectively.

Cash flows from the tax benefits for tax deductions resulting from the exercise of stock options in excess of the compensation expense recorded for those options (excess tax benefits) are required to be classified as cash from financing activities.

The Company recognized $ 1.0 million and $ 0.8 million of income tax benefit in its Condensed Consolidated Statements of Operations (Unaudited) related to stock-based compensation expense for the three months ended March 31, 2026 and 2025, respectively.

Additionally, the total income tax expense (benefit) recognized in the income statement for share-based compensation exercises was $ 0.2 million and $( 0.3 ) million for the three months ended March 31, 2026 and 2025, respectively.

The Company recognized $ 1.9 million and $ 1.6 million of income tax benefit in its Condensed Consolidated Statements of Operations (Unaudited) related to stock-based compensation expense during the six months ended June 30, 2026 and 2025, respectively.

Additionally, the total income tax benefit recognized in the income statement for share-based compensation exercises was insignificant and $ 0.2 million for the three and six months ended June 30, 2026.

The total income tax benefit recognized in the income statement for share-based compensation exercises was $ 0.1 million and $ 0.3 million for the three and six months ended June 30, 2025, respectively.

Interest Income - Total interest income included in the Condensed Consolidated Statements of Operations (Unaudited) is as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

4 unchanged sentences

Non-interest Income - Total non-interest income included in the Condensed Consolidated Statements of Operations (Unaudited) is as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

3 unchanged sentences

Interest on member accounts

4,134 4,566 7,939 8,988

Gain on loan sales and other

3,125 3,053 6,194 5,732

Total non-interest income $ 13,954 $ 16,065 $ 27,053 $ 31,748

For the three months ended March 31, 2026 and 2025, the Company calculates its year-to-date income tax expense (benefit) by applying the estimated annual effective tax rate to the year-to-date income from operations before income taxes and adjusts the income tax expense (benefit) for discrete tax items recorded in the period.

During the three months ended March 31, 2026 and 2025, the Company recorded income tax expense of $ 1.2 million and $ 3.4 million, respectively, related to continuing operations, representing an effective tax rate of 34.1 % and 25.8 %, respectively.

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 as a result of having decreased pretax income for the three months ended March 31, 2026.

The Company's effective tax rate for the three months ended March 31, 2026 differs from the statutory tax rates primarily due to the impacts of the research and development tax credit and stock-based compensation.

For the three and six months ended June 30, 2026 and 2025, the Company calculates its year-to-date income tax expense (benefit) by applying the estimated annual effective tax rate to the year-to-date income from operations before income taxes and adjusts the income tax expense (benefit) for discrete tax items recorded in the period.

During the three and six months ended June 30, 2026, the Company recorded income tax expense of $ 7.1 million and $ 8.3 million, respectively, related to continuing operations, representing an effective tax rate of 45.4 % and 43.3 %, respectively.

Income tax expense for the three and six months ended June 30, 2025 was $ 3.2 million and $ 6.6 million, representing an effective income tax rate of 32.0 % and 28.5 %, respectively.

Income tax expense increased by $ 3.9 million or 119.3 %, from $ 3.2 million expense for the three months ended June 30, 2025 to $ 7.1 million expense for the three months ended June 30, 2026, primarily as a result of having increased pretax income, resolving a state tax settlement, and increasing the reserve for unrecognized tax benefits for the three months ended June 30, 2026.

Income tax expense increased by $ 1.7 million or 25.3 %, from $ 6.6 million for the six months ended June 30, 2025 to $ 8.3 million for the six months ended June 30, 2026, primarily as a result of resolving a state tax settlement and increasing the reserve for unrecognized tax benefits for the six months ended June 30, 2026.

The Company's effective tax rates for the three and six months ended June 30, 2026 and 2025 differ from the statutory tax rates primarily due to the impacts of resolving a state tax settlement, increasing the reserve for unrecognized tax benefits, the research and development tax credit, and stock-based compensation.

In December 2021, the Organization for Economic Co-operation and Development Inclusive Framework on Base Erosion Profit Shifting released Model Global Anti-Base Erosion rules (“Model Rules”) under Pillar Two.

5 unchanged sentences

The table below compares the fair value of loans receivable and asset-backed notes to their contractual balances for the periods shown:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(in thousands) Unpaid Principal Balance Fair Value Unpaid Principal Balance Fair Value

4 unchanged sentences

This model uses inputs that are inherently judgmental and reflect management’s best estimates of the assumptions a market participant would use to calculate fair value.

The following tables present quantitative information about the significant unobservable inputs

used for the Company’s Level 3 fair value measurements for Loans Receivable at Fair Value.

The personal loans receivable balance at fair value as of March 31, 2026, consists of $ 2,511.8 million of unsecured personal loans receivable and $ 260.0 million of secured personal loans receivable.

March 31, 2026 December 31, 2025

The following tables present quantitative information about the significant unobservable inputs used for the Company’s Level 3 fair value measurements for Loans Receivable at Fair Value.

The personal loans receivable balance at fair value as of June 30, 2026, consists of $ 2,465.0 million of unsecured personal loans receivable and $ 271.7 million of secured personal loans receivable.

June 30, 2026 December 31, 2025

Personal Loans Receivable

9 unchanged sentences

(2) Unobservable inputs were weighted by outstanding principal balance, which are grouped by risk (type of customer, original loan maturity terms).

Fair value adjustments related to financial instruments where the fair value option has been elected are recorded through earnings for the three months ended March 31, 2026 and 2025.

Fair value adjustments related to financial instruments where the fair value option has been elected are recorded through earnings for the six months ended June 30, 2026 and 2025.

Certain unobservable inputs may (in isolation) have either a directionally consistent or opposite impact on the fair value of the financial instrument for a given change in that input.

3 unchanged sentences

These cash flows are then discounted using a required rate of return that management estimates would be used by a market participant.

The Company tested the unsecured personal loan fair value model by comparing modeled cash flows to historical loan performance to ensure that the model was complete, accurate and reasonable for the Company’s use.

The Company also engaged a third party to create an independent fair value estimate for the Loans Receivable at Fair Value, which provides a set of fair value marks using the Company’s historical loan performance data and whole loan sale prices to develop independent forecasts of borrower behavior.

The Company had derivative instruments in connection with its bank partnership program with Pathward, N.A.

1 unchanged sentence

Based on the agreement underlying the bank partnership program, for all loans originated and retained by Pathward, Pathward received a fixed interest rate.

Under an amendment to the program agreement, the Company purchases 100 % of Pathward originated loans and has purchased all loans previously owned by Pathward.

Under an amendment dated September 26, 2025 to the program agreement, the Company purchases 100 % of Pathward originated loans and has purchased all loans previously owned by Pathward.

As a result, the derivative instrument as of December 31, 2025 was $( 1.2 ) million;

there was no outstanding derivative balance as of March 31, 2026.

there was no outstanding derivative balance as of June 30, 2026.

For the derivative, the Company used a base set of cash flows derived from historical data and management assumptions.

1 unchanged sentence

The table below presents a reconciliation of Loans Receivable at Fair Value on a recurring basis using significant unobservable inputs:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

8 unchanged sentences

The following table presents the carrying value and estimated fair values of financial assets and liabilities disclosed but not carried at fair value and the level within the fair value hierarchy:

March 31, 2026

June 30, 2026

Carrying value Estimated fair value Estimated fair value

22 unchanged sentences

Fair values of secured borrowings included in the asset-backed borrowings at amortized cost have been calculated by discounting the contractual cash flows at the interest rate the Company estimates such arrangement would bear if executed in the current market, which is a Level 3 input measure.

There were no transfers in or out of Level 3 assets and liabilities for the three months ended March 31, 2026 and 2025.

There were no transfers in or out of Level 3 assets and liabilities for the three and six months ended June 30, 2026 and 2025.

Leases, Commitments and Contingencies

10 unchanged sentences

The Company uses its contractual borrowing rate to determine lease discount rates.

As of March 31, 2026, maturities of lease liabilities, excluding short-term leases and leases on a month-to-month basis, were as follows:

As of June 30, 2026, maturities of lease liabilities, excluding short-term leases and leases on a month-to-month basis, were as follows:

(in thousands) Operating Leases

Lease expense

2026 (remaining nine months) $ 4,439

2026 (remaining six months) $ 3,096

Total lease payments 14,006

2 unchanged sentences

Sublease income

2026 (remaining nine months) $ ( 455 )

2026 (remaining six months) $ ( 355 )

2030 and thereafter

18 unchanged sentences

Weighted average discount rate 5.73 %

Rental expenses under operating leases for the three months ended March 31, 2026 and 2025, w a s $ 2.3 million and $ 2.5 million, respectively.

Rental expenses under operating leases for the three and six months ended June 30, 2026, were $ 2.3 million, and $ 4.5 million, respectively, and for the three and six months ended June 30, 2025, were $ 2.5 million, and $ 5.0 million, respectively.

Purchase Commitment ‑ The Company has commitments to purchase information technology and communication services in the ordinary course of business, with various terms through 2029.

1 unchanged sentence

rather, they are determined based on the non-cancelable amounts to which the Company is contractually obligated.

The Company’s purchase obligations are $ 19.4 million for the remainder of 2026, $ 6.8 million in 2027, $ 1.4 million in 2028, with no obligations in or beyond 2029.

Bank Partnership Program and Servicing Agreement - The Company entered into a bank partnership program with Pathward, in August 11, 2020, which was subsequently amended and restated effective August 11, 2025.

Under the program, the Company is obligated to purchase an increasing percentage of loans originated by Pathward.

based on thresholds specified in the agreements.

On September 26, 2025, the parties entered into an amendment to the program that simplified the partnership by providing that Pathward.

will cease retaining Company loans by the end of February 2026.

Lending under the partnership was launched in August 2021 and as of March 31, 2026, the Company has a commitment to purchase an additional $ 36.4 million of program loans based on originations through March 31, 2026.

The Company’s purchase obligations are $ 15.2 million for the remainder of 2026, $ 10.7 million in 2027, $ 4.3 million in 2028, with no material obligations in or beyond 2029.

Bank Partnership Program and Servicing Agreement - The Company entered into a Program Management Agreement with Column National Association ("Column"), a national banking association, on June 30, 2026, establishing a new bank partnership lending program.

Under the agreement, Column will originate certain unsecured personal loans for consumers in select states, and the Company will provide the platform and related services, including marketing, application processing, fraud-prevention, servicing and program-administration services, subject to Column’s oversight and control and compliance with applicable law.

The agreement permits the Company to purchase loans originated by Column, other than loans retained by Column, and includes certain exclusivity, compliance, oversight, audit, reporting, reserve, information-security, indemnification, termination and wind-down provisions.

The agreement has an initial term of four years and renews automatically for successive one-year periods unless either party provides timely notice of non-renewal.

As of and for the three and six months ended June 30, 2026, the Company had no loan purchases or other transactions to report under this program.

The Company entered into a bank partnership program with Pathward, on August 11, 2020, which was subsequently amended and restated effective August 11, 2025.

Effective October 1, 2025, the Company began purchasing from Pathward 100 % of all newly originated loans.

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The remaining portfolio was purchased on February 4, 2026.

Unfunded Loan Commitments - Unfunded loan commitments at March 31, 2026 and December 31, 2025 were insignificant.

Lending under the partnership was launched in August 2021 and as of June 30, 2026, the Company has a commitment to purchase an additional $ 45.8 million of program loans based on originations through June 30, 2026.

Unfunded Loan Commitments - Unfunded loan commitments at June 30, 2026 and December 31, 2025 were insignificant.

Mexico Value-added Tax - In October 2023, the Company's Mexico subsidiary received notice from Mexico's Servicio de Administración Tributaria, the Mexican federal tax authority, for claims related to the alleged underpayment of value-added tax, including inflationary adjustments, fines and penalties for tax years 2017-2019.

The Company disputes that there were underpayments in any of those years, and intends to pursue all available administrative and legal avenues of appeal to assert its position.

No accrual related to this matter has been recorded as of March 31, 2026, as the Company believes it is not probable to be incurred.

However, it is reasonably possible the Company will be unsuccessful in asserting at least some of these claims, and for those claims, the Company believes it may be exposed to a liability ranging from zero to $ 5.1 million, consisting of $ 1.2 million of value-added tax and $ 3.9 million of inflationary adjustments, fines and penalties.

These estimates are subject to change based on the results of the administrative and legal appeal processes, however, timing of the resolution of this issue is unknown.

No accrual related to this matter has been recorded as of June 30, 2026, as the Company believes it is not probable to be incurred.

From time to time, the Company may bring or be subject to other legal proceedings and claims in the ordinary course of business, including legal proceedings with third parties asserting infringement of their intellectual property rights, consumer litigation, and regulatory proceedings.

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Accordingly, Neuberger is deemed to be a beneficial owner of greater than ten percent of the Company's outstanding stock pursuant to generally accepted accounting principles.

During the year ended December 31, 2025, 3,937,168 warrants were exercised by Neuberger to purchase common stock, and no warrants were exercised during the three months ended March 31, 2026.

As of March 31, 2026 and December 31, 2025, Neuberger held outstanding and exercisable detachable warrants of 2,682,788 .

During the year ended December 31, 2025, 3,937,168 warrants were exercised by Neuberger to purchase common stock, and 94,413 warrants were exercised during the six months ended June 30, 2026.

As of June 30, 2026 and December 31, 2025, Neuberger held outstanding and exercisable detachable warrants of 2,588,375 and 2,682,788 , respectively.

See Note 8, Borrowings for additional information on the Corporate financing facility and Note 10, Stockholders' Equity for additional information on the warrants.

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The Company has fulfilled its commitment under the agreement and will continue to service these loans.

As part of this agreement, during the three months ended March 31, 2026, and as of December 31, 2025, no loans were transferred.

See Liquidity and Capital Resources section for additional information on the forward flow whole loan sale agreement.

As part of this agreement, during the six months ended June 30, 2026, and as of December 31, 2025, no loans were transferred.

In addition, on April 2, 2025, the Company entered into a loan and security agreement with Neuberger, and certain other lenders, which was amended on October 8, 2025.

The amended PLW III facility has a two-year revolving period with a final maturity of April 1, 2028 and a borrowing capacity of $ 187.5 million.

Borrowings under the loan and security agreement accrue interest at a rate no greater than Term SOFR plus a weighted average spread up to 3.18 %.

See Note 8, Borrowings , for additional information regarding our secured financings

The following table represents the interest income earned from our loans receivable portfolio and interest expense on our debt instruments recorded on the Company’s Condensed Consolidated Statements of Operations (Unaudited) related to transactions with Neuberger.

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

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Secured borrowings

5,228 13,691 11,474 29,960

Total interest income

$ 5,228 $ 13,691 $ 11,474 $ 29,960

Interest expense

Corporate financing $ 7,701 $ 5,107 $ 11,486 $ 10,340

$ 3,785 $ 5,233

Secured borrowings

( 3,368 ) 5,419 ( 3,351 ) 11,842

Secured financing

462 419 667 419

Total interest expense

As of March 31, 2026 and December 31, 2025, Loans Receivable at Fair Value underlying the Secured borrowing were $ 78.2 million and $ 103.5 million, respectively, and Loans Receivable at Fair Value underlying the Secured Financing were $ 7.2 million and $ 8.1 million, respectively.

The Company had Asset-backed borrowings at amortized cost of $ 90.9 million, Corporate Financing of $ 72.5 million, and Secured Financing of $ 6.2 million due to Neuberger as of March 31, 2026 and $ 116.9 million, $ 71.8 million and $ 7.2 million, respectively, due as of December 31, 2025.

The Company also had an insignificant amount of Interest and fee receivable, net and Other liabilities in its Condensed Consolidated Balance Sheets (Unaudited) as of March 31, 2026 related to these transactions.

The Company believes that it has executed all the transactions described herein on terms no more or less favorable to it than it could have obtained from unaffiliated third parties.

$ 4,795 $ 10,945 $ 8,802 $ 22,601

As of June 30, 2026 and December 31, 2025, Loans Receivable at Fair Value underlying the Secured borrowing were $ 57.4 million and $ 103.5 million, respectively, and Loans Receivable at Fair Value underlying the Secured financing were $ 14.9 million and $ 8.1 million respectively.

The Company had Asset-backed borrowings at amortized cost of $ 65.8 million, Corporate financing of $ 119.9 million, and Secured financing of $ 13.2 million due to Neuberger as of June 30, 2026 and $ 116.9 million, $ 71.8 million and $ 7.2 million, respectively, due as of December 31, 2025.

The Company also had an insignificant amount of Interest and fee receivable, net and Other liabilities in its Condensed Consolidated Balance Sheets (Unaudited) as of June 30, 2026, related to these transactions.

The Company believes that it has executed all the transactions described herein on terms no less favorable to it than it could have obtained from unaffiliated third parties.

Segment Reporting

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Net income is reported on the unaudited Condensed Consolidated Statement of Operations as consolidated net income.

The measure of segment assets is presented on the unaudited Condensed Consolidated Balance Sheet as Total Assets.

The measure of segment assets is presented on the unaudited Condensed Consolidated Balance Sheets as Total Assets.

Subsequent Events

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements