ENVA 10-K & 10-Q changes, risk factors and insider trading
Enova International, Inc. · NYSE · Personal Credit Institutions · CIK 1529864 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Risks Related to Our Pending Acquisition of Grasshopper”
New heading “The Consumer Financial Protection Bureau has supervisory authority over certain of our U.S. consumer businesses that could have a significant impact on our U.S. business.”
New heading “Risks Related to our Pending Acquisition of Grasshopper”
New heading “Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated, cannot be met, or that could have an adverse effect on us following the consummation of the acquisition of Grasshopper.”
New heading “Failure to complete the Grasshopper acquisition could negatively affect our share price, future business and financial results.”
New heading “Potential litigation relating to the Grasshopper mergers could result in significant costs, management distraction, and/or a delay of or injunction against the Grasshopper acquisition.”
New heading “We expect to incur substantial expenses related to the mergers.”
Removed heading “The Consumer Financial Protection Bureau has supervisory authority over our U.S. consumer businesses that could have a significant impact on our U.S. business.”
Removed heading “We are subject to a Consent Order issued by the Consumer Financial Protection Bureau, and any noncompliance could materially adversely affect our business.”
Largest changes
“The CFPB has examined our lending products, services and practices, and we expect to continue to be examined on a regular basis by the CFPB. The CFPB’s examination authority permits CFPB examiners to inspect the books and records and ask questions about business practices. The examination procedures include specific modules for examining marketing activities; loan application and origination activities; payment processing activities and sustained use by consumers; collections, accounts in default, and consumer reporting activities as well as third-party relationships. …”see in full comparison
“Potential litigation relating to the Grasshopper mergers could result in significant costs, management distraction, and/or a delay of or injunction against the Grasshopper acquisition.”see in full comparison
In October 2017, the CFPB issued its final rule entitled “Payday, Vehicle Title, and Certain High-Cost Installment Loans” (the “Small Dollarsee in full comparisonRule,Rule”), which covers certain consumer loans that we offer.TheWhileSmall Dollar Rule initially required that lenders who make short-term loans and longer-term loans with balloon payments reasonably determine consumers’the ability to repaytheprovisionsloanswereaccordingrescindedtointheir terms before issuing2020, theloans.paymentTheprovisionsSmallremainDollarinRuleeffect.alsoTheseintroducedprovisionsnew limitations on repayment processes for those lenders as well as lenders of other longer-term loans with an annual percentage rate greater than 36 percentrequire thatinclude an ACH authorization or similar payment provision. Ifif a consumer has two consecutive failed payment attempts, the lender must obtain the consumer’s new and specific authorization to make further withdrawals from the consumer’s bank account.For loans covered by the Small Dollar Rule,Additionally, lenders must provide certain notices to consumers before attempting a first payment withdrawal or an unusual withdrawal and after two consecutive failed withdrawal attempts.On July 7, 2020, the CFPB issuedFollowing afinal rule rescinding the ATR provisionsseries ofthe Small Dollar Rule along with related provisions, such as the establishment of registered information systems for checking ATR and reporting loan activity. The payment provisions of the Small Dollar Rule remained in place. In April 2018, an action was filed against the CFPB making aconstitutionalchallenge to the Small Dollar Rule. After appeals to the Fifth Circuit and Supreme Court and a stay of the compliance date, on May 16, 2024,challenges, the Supreme Court upheld the constitutionality of the funding structure of the CFPB andremanded the case back to the Fifth Circuit. On June 19, 2024,the Fifth Circuitdeclaredupheld the Small Dollar Rule. On March 28, 2025, the CFPB issued a press release entitled “CFPB Offers Regulatory Relief for Small Loan Providers” indicating that theCFPB’sCFPBfunding“willstructurenot prioritize enforcement or supervision actions with regard to any penalties or fines associated with the Payment Withdrawal provisions andSmalltheDollarPaymentRuleDisclosureareprovisionsconstitutional.onceOntheyJulybecome3,operative2024,on March 30, 2025.” The CFPB also indicated that it is contemplating issuing a notice of proposed rulemaking to narrow theCFSA filed a petition for rehearing en banc that was denied by the Court. On November 25, 2024, the Fifth Circuit clarified that the stay of the compliance datescope of the Small DollarRuleRule.expiresIfontheMarchCFPB30, 2025. We will make certain changeselects toourprioritizepayment processesenforcement andcustomer notifications in our U.S. consumer lending business to meet the compliance date. Ifwe are not able to executethesepayment process and customer notification changes effectively because of unexpected complexities, costs or otherwise, we cannot guarantee that the Small Dollar Rule will not have a material adverse impact on our business, prospects, results of operations, financial condition and cash flows.The Small Dollar Rule may be impacted by recent executive orders and directives, including instructions issued to CFPB staff on February 3, 2025 to suspend the effective dates of final rules.
“While we believe that any claims that may be asserted by purported stockholder plaintiffs related to the Grasshopper acquisition would be without merit, the results of any such potential legal proceedings are difficult to predict and could delay or prevent the mergers from being completed in a timely manner or at all. Moreover, any litigation could be time consuming and expensive and divert management’s attention away from their regular business. …”see in full comparison
“Effective November 30, 2021, CFPB rules went into effect that apply to third-party debt collectors covered by the FDCPA. …”see in full comparison
“Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated, cannot be met, or that could have an adverse effect on us following the consummation of the acquisition of Grasshopper.”see in full comparison
Full comparison: every changed paragraph (50)
The CFPB has supervisory authority over our U.S. consumer businesses that could have a significant impact on our U.S. business.
We are subject to a Consent Order issued by the CFPB, and any noncompliance could materially adversely affect our business.
The CFPB has supervisory authority over certain of our U.S. consumer businesses that could have a significant impact on our U.S. business.
Our U.S. consumer loan and small business financingloan businesses are seasonal in nature, which causes our cash flows to fluctuate over the year.
Risks Related to Our Pending Acquisition of Grasshopper
Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated, cannot be met, or that could have an adverse effect on us following the consummation of the acquisition of Grasshopper.
Failure to complete the Grasshopper acquisition could negatively affect our share price, future business and financial results.
Potential litigation relating to the Grasshopper mergers could result in significant costs, management distraction, and/or a delay of or injunction against the Grasshopper acquisition.
We expect to incur substantial expenses related to the mergers.
Certain consumer advocacy groups and federal and state legislators and regulators have advocated that laws and regulations should be tightened so as to severely limit, if not eliminate, the type of loan products and services we offer to consumers, and this has resulted in both the executive and legislative branches of the U.S. federal government and state governmental bodies exhibiting an interest in debating legislation that could further regulate consumer and/or small business loan products and services such as those that we offer. The U.S. Congress, as well as other similar federal, state and local bodies and similar international governmental authorities, have debated, and may in the future adopt, legislation or regulations that could, among other things, place a cap (or decrease a current cap) on the interest or fees that we can charge or a cap on the effective annual percentage rate that limits the amount of interest or fees that may be charged; limit origination fees for loans; require changes to our underwriting or collections practices; require lenders to be bonded or to report consumer loan activity to databases designed to monitor or restrict consumer borrowing activity; impose “cooling off” periods between the time a loan is paid off and another loan is obtained or prohibit us from providing any of our consumer loan products in the United States to active duty members of the U.S. military, reservists and members of the National Guard and their immediate families.
The Consumer Financial Protection Bureau has supervisory authority over our U.S. consumer businesses that could have a significant impact on our U.S. business.
The CFPB, which regulates U.S. consumer financial products and services, has broad regulatory, supervisory and enforcement powers over providers of consumer financial products and services, such as us, including explicit supervisory authority to examine and require registration of such providers.
The CFPB has examined our lending products, services and practices, and we expect to continue to be examined on a regular basis by the CFPB. The CFPB’s examination authority permits CFPB examiners to inspect the books and records and ask questions about business practices. The examination procedures include specific modules for examining marketing activities; loan application and origination activities; payment processing activities and sustained use by consumers; collections, accounts in default, and consumer reporting activities as well as third-party relationships. As a result of these examinations, we have been in the past and could be required in the future to change our products, services or practices, whether as a result of another party being examined or as a result of an examination of us, or we could be subject to monetary penalties, which could materially adversely affect us.
We are subject to a Consent Order issued by the Consumer Financial Protection Bureau, and any noncompliance could materially adversely affect our business.
On November 15, 2023, we consented to the issuance of a Consent Order by the CFPB (the “2023 Consent Order”) pursuant to which we agreed, without admitting or denying any of the facts or conclusions, to pay a civil money penalty of $15 million. The 2023 Consent Order supersedes a prior January 2019 CFPB consent order in which we agreed, without admitting or denying any of the facts or conclusions, to pay a civil money penalty of $3.2 million. The 2023 Consent Order relates to issues, the majority of which were self-disclosed, including payment processing and debiting errors. We will remain subject to the restrictions and obligations of the 2023 Consent Order, including prohibitions from engaging in certain conduct, for a period of seven years from the date of the 2023 Consent Order. Any noncompliance with the 2023 Consent Order or similar orders or agreements from other regulators could lead to further regulatory penalties and could have a material adverse impact on our business, prospects, results of operations, financial condition and cash flows and could prohibit or directly or indirectly impair our ability to continue current operations.
TheIf the CFPB finalizedelects to prioritize enforcement of a new rule that may affectimpacts the consumer lending industry, and this rule could have a material adverse effect on our U.S. consumer lending business.
In October 2017, the CFPB issued its final rule entitled “Payday, Vehicle Title, and Certain High-Cost Installment Loans” (the “Small Dollar Rule,Rule”), which covers certain consumer loans that we offer. TheWhile Small Dollar Rule initially required that lenders who make short-term loans and longer-term loans with balloon payments reasonably determine consumers’the ability to repay theprovisions loanswere accordingrescinded toin their terms before issuing2020, the loans.payment Theprovisions Smallremain Dollarin Ruleeffect. alsoThese introducedprovisions new limitations on repayment processes for those lenders as well as lenders of other longer-term loans with an annual percentage rate greater than 36 percentrequire that include an ACH authorization or similar payment provision. Ifif a consumer has two consecutive failed payment attempts, the lender must obtain the consumer’s new and specific authorization to make further withdrawals from the consumer’s bank account. For loans covered by the Small Dollar Rule,Additionally, lenders must provide certain notices to consumers before attempting a first payment withdrawal or an unusual withdrawal and after two consecutive failed withdrawal attempts. On July 7, 2020, the CFPB issuedFollowing a final rule rescinding the ATR provisionsseries of the Small Dollar Rule along with related provisions, such as the establishment of registered information systems for checking ATR and reporting loan activity. The payment provisions of the Small Dollar Rule remained in place. In April 2018, an action was filed against the CFPB making a constitutional challenge to the Small Dollar Rule. After appeals to the Fifth Circuit and Supreme Court and a stay of the compliance date, on May 16, 2024,challenges, the Supreme Court upheld the constitutionality of the funding structure of the CFPB and remanded the case back to the Fifth Circuit. On June 19, 2024, the Fifth Circuit declaredupheld the Small Dollar Rule. On March 28, 2025, the CFPB issued a press release entitled “CFPB Offers Regulatory Relief for Small Loan Providers” indicating that the CFPB’sCFPB funding“will structurenot prioritize enforcement or supervision actions with regard to any penalties or fines associated with the Payment Withdrawal provisions and Smallthe DollarPayment RuleDisclosure areprovisions constitutional.once Onthey Julybecome 3,operative 2024,on March 30, 2025.” The CFPB also indicated that it is contemplating issuing a notice of proposed rulemaking to narrow the CFSA filed a petition for rehearing en banc that was denied by the Court. On November 25, 2024, the Fifth Circuit clarified that the stay of the compliance datescope of the Small Dollar RuleRule. expiresIf onthe MarchCFPB 30, 2025. We will make certain changeselects to ourprioritize payment processesenforcement and customer notifications in our U.S. consumer lending business to meet the compliance date. If we are not able to execute thesepayment process and customer notification changes effectively because of unexpected complexities, costs or otherwise, we cannot guarantee that the Small Dollar Rule will not have a material adverse impact on our business, prospects, results of operations, financial condition and cash flows. The Small Dollar Rule may be impacted by recent executive orders and directives, including instructions issued to CFPB staff on February 3, 2025 to suspend the effective dates of final rules.
Our access to payment processing systems could be impaired as a result of actions by regulators to cut off the access to payment processing systems to short-term consumer lenders or by rule changes by the National Automated Clearinghouse Association (“NACHA”), which oversees the ACH network. The limited number of financial institutions we depend on may choose to discontinue providing ACH processing, remotely created check processing and similar services to us. If our access to any of these means of payment processing is impaired, we may find it difficult or impossible to continue some or all of our business, which could have a material adverse effect on our business, prospects, results of operations, financial condition and cash flows. If we are unable to maintain access to needed services on favorable terms, we would have to materially alter, or possibly discontinue, some or all of our business if alternative processors are not available.
Restrictions on our third-party debt collectors or that apply to our attempts to collect debt originated by other lenders may have an adverse impact on our U.S. products and services.
Effective November 30, 2021, CFPB rules went into effect that apply to third-party debt collectors covered by the FDCPA. The rules (a) clarify the times and places at which a debt collector may communicate with a consumer; (b) require collectors to provide a channel-specific opt-out mechanism for debtors in all text messages and emails; (c) provide that a debt collector is presumed to violate the rule if it places a telephone call to a person more than 7 times within a 7-day period or within 7 days after a telephone conversation with the debtor; (d) include prohibitions against taking or threatening legal action on time-barred debt outside of proofs of claim filed in bankruptcy proceedings; (e) require debt collectors to speak to a consumer in person or by phone or send a letter or electronic message and wait a reasonable period of time before furnishing information to a credit reporting agency; and (f) adopts a set of specifications for the information that should be included in debt validation notices and when and how the validation notice should be provided to consumers. Creditors and other first-party collectors are not subject to the final rules, but they will impact Enova’s third-party collectors and debt buyers. Restrictions on our third-party debt collectors or that apply to our attempts to collect debt originated by other lenders, may have an adverse impact on our U.S. products and services.
If regulatory oversight of lead providers or marketing affiliates is increased, through the implementation of new laws or regulations or the interpretation of existing laws or regulations, our ability to use lead providers or marketing affiliates could be restricted or eliminated. For example, the CFPB has indicated its intention to examine compliance with federal laws and regulations by lead providers and to scrutinize the flow of non-public, private consumer information between lead providers and lead buyers, such as us. Over the past few years, several states have taken actions that have caused us to discontinue the use of lead providers in those states. While these discontinuations did not have a material adverse effect on us, other states may propose or enact similar restrictions on lead providers and potentially on marketing affiliates in the future, and if other states adopt similar restrictions, our ability to use lead providers or marketing affiliates in those states would also be interrupted.
Certain states require a license to broker commercial loans or apply other restrictions to loan brokering activities. We believe that our strategic referral program for small business products would not be considered loan brokering under thosemost state laws and, as such, would not require us to obtain a license. There is a risk that states could adopt new laws or amend or interpret existing laws to require us to obtain a broker license, impose penalties for noncompliance, or otherwise prevent us from making further referrals and collecting commissions from our referral partners. Challenges to our program could also result in costly and time-consuming litigation, damage to our reputation and harm our operating results.
We pay commissions to strategic partners and ISOs on the small business installment loans and lines of credit we originate through these channels. We pay these commissions at the time the installment loan is originated or line of credit is opened or drawn on. We generally do not require that this commission be repaid to us in the event of a default on an installment loan or line of credit. While we generally discontinue working with strategic partners and ISOs that refer customers to us that ultimately have unacceptably high levels of defaults, to the extent that our strategic partners and ISOs are not at risk of forfeiting their commissions in the event of defaults, they may, to an extent, be indifferent to the riskiness of the potential customers that they refer to us.
In the United States, the FCRA regulates the collection, dissemination and use of consumer information, including consumer credit information. Compliance with the FCRA and related laws and regulations concerning consumer reports has recently beenremains under regulatory scrutiny. The FCRA requires us to provide a Notice of Adverse Action to a consumer loan applicant when we deny an application for credit, which, among other things, informs the applicant of the action taken regarding the credit application and the specific reasons for the denial of credit. The FCRA also requires us to promptly update any credit information reported to a consumer reporting agency about a consumer and to allow a process by which consumers may inquire about credit information furnished by us to a consumer reporting agency. Historically, the FTC has played a key role in the implementation, oversight, enforcement and interpretation of the FCRA. Pursuant to the Dodd-Frank Act, the CFPB has primary supervisory, regulatory and enforcement authority of FCRA issues, although the FTC also retains its enforcement role regarding the FCRA. The CFPB has taken a more active approach than the FTC, including with respect to regulation, enforcement and supervision of the FCRA. Changes in the regulation, enforcement or supervision of the FCRA may materially affect our business if new regulations or interpretations by the CFPB or the FTC require us to materially alter the manner in which we use personal data in our credit underwriting. The oversight of the FCRA by both the CFPB and the FTC and any related investigation or enforcement activities or our failure to comply with the DPAFCRA may have a material adverse impact on our business, including our operations, our mode and manner of conducting business and our financial results.
OurIn addition, our operations in the State of California are subject to the California Consumer Privacy Act of 2018 (“CCPA”), which came into effect on January 1, 2020 and expanded the privacy rights of California residents and regulates the sharing of consumer information of California residents.residents, On November 3, 2020, Californians voted to approve Proposition 24, a ballot measure that createdand the California Privacy Rights Act (“CPRA”)., The CPRAwhich amended and expanded the rights and obligations under the CCPA. Most of the CPRA’s substantive provisions took effect on January 1, 2023, and we must comply with both the CCPA and the CPRA. Compliance with the CCPA and the CPRA has increased theour costcosts of conducting business in California, and we could see increased litigation costs as a result of the enactment of these laws. Several other states have passed legislation regarding data privacy and use, which could create more risks and potential costs.
In addition, the U.S. Congress hashas, in the past, considered legislation that would generally limit or prohibit mandatory arbitration agreements in consumer contracts and has enacted legislation with such a prohibition with respect to certain mortgage loan agreements and also certain consumer loan agreements to members of the military on active duty and their dependents. Further, the Dodd-Frank Act directed the CFPB to study consumer arbitration and report to the U.S. Congress, and it authorized the CFPB to adopt rules limiting or prohibiting consumer arbitration, consistent with the results of its study.
Over the past few years there have been several litigation and enforcement actions aimed at issuing banks and their non-bank lending partners. These actions have primarily challenged the validity of the issuing bank partner model that is used by many non-bank lenders,non-banks, including by the Company.
In June 2020, each of the Office of the Comptroller of the Currency (“OCC”) and the Federal Deposit Insurance Corporation (“FDIC”) implemented rules to address the valid-when-made doctrine and the uncertainty created by the Madden case. Generally, the rules clarify that the permissible interest on a loan is determined at the time the loan is made by national banks, Federal savings associations, state banks and insured branches of foreign banks and such permissible interest rate is not affected by a subsequent sale, assignment or other transfer to non-bank financial companies or a subsequent change in state law. In July 2020, the attorneys general for California,a Illinoisnumber andof New Yorkstates filed a complaintcomplaints in the U.S. District Court for the Northern District of California challenging the OCC ruleand FDIC rules on both substantive and procedural grounds. Additionally, in August 2020, the attorneys general for California, Illinois, Massachusetts, Minnesota, New Jersey, New York, North Carolina and the District of Columbia filed suit in the U.S. District Court for the Northern District of California challenging the FDIC rule on similar grounds. In February 2022, the OCC and FDIC prevailed in the litigation brought by the attorneys general. There have also been numerous litigation and enforcement actions that challenge the status of the issuing bank partner as the “true lender” of the loan in question. These actions primarily rely on the reasoning set forth in CashCall, Inc. v. Morrisey. In that case, the court held that the non-bank consumer lending platform, CashCall, and not its bank partner, was the “true lender” for certain loans made to West Virginia residents. The court relied on a “predominate economic interest” test that sought to determine which party (as between the issuing bank and the non-bank lending platform) retained the most economic risk in the loan transaction and should, therefore, be deemed the “true lender” of the loan. The CashCall decision and other similar actions challenge whether the loans should be subject to the interest rate limitations in the state where the consumer is located rather than in the bank’s home state because the non-bank lending platform, and not the bank, is the “true lender.” The state law remedies with respect to the “true lender” actions vary depending on the jurisdiction in which the action is filed.
In states that do not require a license to make commercial loans, we make certain small business loans directly to customers pursuant to a specific state’s law. However, someSome states and jurisdictions require a license to make or solicit certain commercial loans in that state or jurisdiction and/or may not honor the choice of another state’s law. These states assert either that their own licensing laws and requirements should generally apply to: (i) all commercial loans made by nonbanks to residents of their state; or (ii) apply to commercial loans made by nonbanks to residents of their state of certain principal amounts or with certain interest rates or other terms. In such states and jurisdictions and in some otherof circumstances,these states, certain of our small business loans are originated by an issuing bank partner, which is not subject to state licensing, and offered to us for sale. With respect to OnDeck loans, a bank currently originates all loans in certain states as well as some loans to customers in other states and jurisdictions. These bank originated loans are governed by Utah law, the law of the issuing bank partner’s home state. The remainder of OnDeck loans provide that they are governed by Virginia or Utah law. Loans originated by our issuing bank partner are generally priced the same as loans originated by us under Virginia or Utah law. While the other U.S. states where we originate loans currently honor our choice of law, future legal changes could result in any one or more of those states no longer honoring our choice of law or introducing a new licensing regime applicable to our business. In that case, we could potentially address the legal change by altering the terms of our loans, curtailing our originations, or placing more loans through our issuing bank partner.
The Consumer Financial Protection Bureau has supervisory authority over certain of our U.S. consumer businesses that could have a significant impact on our U.S. business.
The CFPB, which regulates U.S. consumer financial products and services, has broad regulatory, supervisory and enforcement powers over providers of consumer financial products and services, such as us, including explicit supervisory authority to examine and require registration of certain providers.
The CFPB has examined our lending products, services and practices. Certain products and services may be examined by the CFPB in the future. The CFPB’s examination authority permits CFPB examiners to inspect the books and records and ask questions about business practices. As a result of examinations, we have been in the past and could be required in the future to change our products, services or practices, whether as a result of another party being examined or as a result of an examination of us, or we could be subject to monetary penalties, which could materially adversely affect us.
Other countries in which we operate or have operated, including Brazil, Australia and Canada, and other countries where we intend to operate also have anticorruption laws, which we are, have been or will be subject to.
A sustained deterioration in the overall economy or adverse changes in the economic environment in the markets we serve, including an erosion of labor market conditions or declines in wage growth, could cause deterioration in the performance of our loan and finance receivables portfolios. An economic slowdown could result in a decreased number of loans and financing being made to customers due to higher unemployment or an increase in defaults in our products. During an economic slowdown,slowdown or deteriorating economic conditions, we could be required to tighten our underwriting standards, which would likely reduce loan and finance receivable balances, and we could face more difficulty in collecting defaulted receivables, which could lead to an increase in losses.
Our business is subject to a variety of laws and regulations in the United States and internationally that involve user privacy issues, data protection, advertising, marketing, disclosures, distribution, electronic contracts and other communications, consumer protection and online payment services. The introduction of new products or expansion of our activities in certain jurisdictions may subject us to additional laws and regulations. In addition, international data protection, privacy, and other laws and regulations can be more restrictive than those in the United States. U.S. federal and state and international laws and regulations, which can be enforced by private parties or government entities, are constantly evolving and can be subject to significant change, and the U.S. government, including the FTC and the Commerce Department, haspreviously announced that it is reviewing the need for greater regulation of the collection of information concerning consumer behavior on the internet, including regulation aimed at restricting certain targeted advertising practices. In addition, the application and interpretation of these laws and regulations are often uncertain, particularly in the new and rapidly evolving e-commerce industry in which we operate, and may be interpreted and applied inconsistently from country to country and inconsistently with our current or past policies and practices. A number of proposals are pending before federal, state, and international legislative and regulatory bodies that could significantly affect our business. There have been a number of recent legislative proposals in the United States, at both the federal and state level, that could impose new obligations in areas such as privacy. In addition, some countries are considering legislation requiring local storage and processing of data that, if enacted, would increase the cost and complexity of delivering our services. These existing and proposed laws and regulations can be costly to comply with and can delay or impede the development of new products, the expansion into new markets, result in negative publicity, increase our operating costs, require significant management time and attention, and subject us to inquiries or investigations, claims or other remedies, including demands that we modify or cease existing business practices or pay fines, penalties or other damages.
Risks Related to our Pending Acquisition of Grasshopper
Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated, cannot be met, or that could have an adverse effect on us following the consummation of the acquisition of Grasshopper.
Before the transactions contemplated by the Grasshopper merger agreement may be completed, various approvals, consents and/or non-objections must be obtained from bank regulatory authorities. In determining whether to grant these approvals, the applicable regulatory authorities consider a variety of factors, including the regulatory standing of each party. These approvals could be delayed or not obtained at all, including due to an adverse development in either party’s regulatory standing or in any other factors considered by regulators in granting such approvals; governmental, political or community group inquiries, investigations or opposition; or changes in legislation or the political or regulatory environment generally. The approvals that are granted may impose terms and conditions, limitations, obligations or costs, or place restrictions on the conduct of the combined company’s business or require changes to the terms of the transactions contemplated by the merger agreement. There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions and that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of the mergers of Grasshopper Bancorp and Grasshopper Bank (collectively, the “mergers”) and the other transactions contemplated by the merger agreement, imposing additional material costs on or materially limiting the revenues of the combined company following the mergers or otherwise reduce the anticipated benefits of the mergers if the mergers were consummated successfully within the expected timeframe. In addition, there can be no assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the mergers. The completion of the transactions contemplated by the merger agreement are conditioned on the receipt of the requisite regulatory approvals without the imposition of any burdensome condition and the expiration of all statutory waiting periods. Additionally, the completion of the transactions contemplated by the merger agreement are conditioned on the absence of any law or order (whether temporary, preliminary or permanent) by any court or regulatory authority of competent jurisdiction prohibiting, restricting or making illegal the consummation of the transactions contemplated by the merger agreement.
In order to obtain the requisite regulatory approvals, we may need to develop business and financial plans appropriate for a bank holding company and enhance our governance, compliance, controls and management infrastructure and capabilities to be compliant with all applicable regulations and supervisory expectations to the satisfaction of the Federal Reserve and other banking regulators before the consummation of the mergers, which may require substantial time, monetary and human resource commitments. If we are not successful in developing appropriate business and financial plans or enhancing, as needed, our governance, compliance, controls and management infrastructure and capabilities, our ability to close the mergers and obtain a bank charter and/or bank functionality through other avenues may be jeopardized.
If the consummation of the mergers is delayed, including by a delay in receipt of necessary regulatory approvals, a denial of a regulatory application, or the imposition of a burdensome condition, our ongoing business and financial results may also be adversely affected.
Failure to complete the Grasshopper acquisition could negatively affect our share price, future business and financial results.
The completion of the Grasshopper mergers is subject to a number of customary conditions that may not be fulfilled and, accordingly, the mergers may not be completed. In addition, if the mergers are not consummated by the termination date, either we or Grasshopper may choose to terminate the merger agreement at any time after the termination date, subject to certain exceptions and conditions as provided in the merger agreement.
If the Grasshopper mergers are not consummated, our ongoing business and financial results may be adversely affected. If the mergers are not consummated due to failure to obtain the necessary regulatory approvals, and we are unable to find an alternative pathway to obtaining a bank charter and/or bank functionality, then our ability to offer a broader range of products and services, and our stock price, may be adversely affected. We could also be subject to significant declines in our market price to the extent that the current market price reflects an assumption by the market that the Grasshopper mergers will be completed as well as any litigation related to any failure to complete the mergers. If the consummation of the mergers is delayed, our business, financial condition and results of operations may be adversely affected.
In addition, we have incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement. If the mergers are not completed, we must recognize these expenses without realizing the expected benefits of the mergers. Any of the foregoing, or other risks arising in connection with the failure of or delay in consummating the mergers, including the diversion of management attention from pursuing other opportunities and the constraints in the merger agreement on the ability to make significant changes to our ongoing business during the pendency of the mergers, could have an adverse effect on our business, financial condition and results of operations.
Potential litigation relating to the Grasshopper mergers could result in significant costs, management distraction, and/or a delay of or injunction against the Grasshopper acquisition.
While we believe that any claims that may be asserted by purported stockholder plaintiffs related to the Grasshopper acquisition would be without merit, the results of any such potential legal proceedings are difficult to predict and could delay or prevent the mergers from being completed in a timely manner or at all. Moreover, any litigation could be time consuming and expensive and divert management’s attention away from their regular business. Further, any lawsuit adversely resolved against Grasshopper, us or members of our or Grasshopper’s boards of directors, could have an adverse effect on our business, financial condition and results of operations.
If any action remains unresolved, it could prevent or delay the completion of the mergers. One of the conditions to the consummation of the mergers is that no court or regulatory authority of competent jurisdiction has enacted, issued, promulgated, enforced or entered any law or order (whether temporary, preliminary or permanent) or taken any other action which prohibits, restricts or makes illegal the consummation of the transactions contemplated by the merger agreement. Consequently, if a settlement or other resolution is not reached in any lawsuit that is filed or any regulatory proceeding and a claimant secures injunctive or other relief or a regulatory authority issues an order or other directive restricting, prohibiting or making illegal the consummation of the transactions contemplated by the merger agreement, then such injunctive or other relief may delay or prevent the mergers from becoming effective in a timely manner or at all.
We expect to incur substantial expenses related to the mergers.
We expect to incur substantial expenses in connection with consummation of the mergers and combining the business, operations, networks, systems, technologies, policies and procedures of the two companies, particularly given the potentially transformational nature of the transaction. The success of the mergers will depend on, among other things, our ability to combine our and Grasshopper’s businesses. If we are not able to successfully achieve this objective, the anticipated benefits of the mergers may not be realized fully, or at all, or may take longer to realize than expected.
There are a number of factors beyond our control that could affect the total amount or the timing of anticipated business combination expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. Due to these factors, the transaction and combination expenses associated with the mergers could, particularly in the near term, exceed the anticipated benefits that we expect to achieve from the combination of the businesses following the consummation of the mergers. As a result of these expenses, we have taken and expect to take additional charges against our earnings before and after the completion of the mergers, which may be significant. There can be no assurance that the anticipated benefits related to the integration of the businesses will be realized to offset these transaction and integration expenses over time.
Management's Discussion & Analysis (MD&A)
New heading “RECENT DEVELOPMENTS”
New heading “One Big Beautiful Bill Act”
Removed heading “State of Washington SSB 6025”
Removed heading “Minnesota Commerce Omnibus Bill”
Largest changes
In October 2017, the CFPB issued its final rule entitled “Payday, Vehicle Title, and Certain High-Cost Installment Loans” (the “Small Dollar Rule”), which covers certain consumer loans that we offer.see in full comparisonTheWhileSmall Dollar Rule initially required that lenders who make short-term loans and longer-term loans with balloon payments reasonably determine consumers’the ability to repay(“ATR”)provisions were rescinded in 2020, theloanspaymentaccordingprovisionstoremaintheirintermseffect.beforeTheseissuingprovisionsthe loans. The Small Dollar Rule also introduced new limitations on repayment processes for those lenders as well as lenders of other longer-term loans with an annual percentage rate greater than 36 percentrequire thatinclude an ACH authorization or similar payment provision. Ifif a consumer has two consecutive failed payment attempts, the lender must obtain the consumer’s new and specific authorization to make further withdrawals from the consumer’s bank account.For loans covered by the Small Dollar Rule,Additionally, lenders must provide certain notices to consumers before attempting a first payment withdrawal or an unusual withdrawal and after two consecutive failed withdrawal attempts.On July 7, 2020, the CFPB issuedFollowing afinal rule rescinding the ATR provisionsseries ofthe Small Dollar Rule along with related provisions, such as the establishment of registered information systems for checking ATR and reporting loan activity. The payment provisions of the Small Dollar Rule remained in place. In April 2018, an action was filed against the CFPB making aconstitutionalchallenge to the Small Dollar Rule. After appeals to the Fifth Circuit and Supreme Court and a stay of the compliance date, on May 16, 2024,challenges, the Supreme Court upheld the constitutionality of the funding structure of the CFPB andremanded the case back to the Fifth Circuit. On June 19, 2024,the Fifth Circuitdeclaredupheld the Small Dollar Rule. On March 28, 2025, the CFPB issued a press release entitled “CFPB Offers Regulatory Relief for Small Loan Providers” indicating that theCFPB’sCFPBfunding“willstructurenot prioritize enforcement or supervision actions with regard to any penalties or fines associated with the Payment Withdrawal provisions andSmalltheDollarPaymentRuleDisclosureareprovisionsconstitutional.onceOntheyJulybecome3,operative2024,on March 30, 2025.” The CFPB also indicated that it is contemplating issuing a notice of proposed rulemaking to narrow theCFSA filed a petition for rehearing en banc that was denied by the Court. On November 25, 2024, the Fifth Circuit clarified that the stay of the compliance datescope of the Small DollarRuleRule.expiresIfontheMarchCFPB30, 2025. We will make certain changeselects toourprioritizepayment processesenforcement andcustomer notifications in our U.S. consumer lending business to meet the compliance date. Ifwe are not able to executethesepayment process and customer notification changes effectively because of unexpected complexities, costs or otherwise, we cannot guarantee that the Small Dollar Rule will not have a material adverse impact on our business, prospects, results of operations, financial condition and cash flows.The Small Dollar Rule may be impacted by recent executive orders and directives, including instructions issued to CFPB staff on February 3, 2025 to suspend the effective dates of final rules.
On March 30, 2023, the CFPB issued its final rule to implement Section 1071 of the Dodd-Frank Act. Section 1071 amended the Equal Credit Opportunity Act to require financial institutions to collect and report certain data in connection with credit applications made by small businesses, including women- or minority-owned small businesses, and applies to small business loans that we offer. For loans covered by the small business lending rule, a “covered lender” will be required to collect and report on certain information pursuant to an application for credit. Section 1071 requires covered lenders to collect and report information the financial institution generates and information obtained from the applicant, including the applicant’s minority-owned business status, women-owned business status and LGBTQI+-owned status and the applicant’s principal owners’ ethnicity, race and sex, and expressly prohibits a financial institution from discouraging an applicant from responding to requests for applicant-provided data. Onsee in full comparisonAprilJune26,18,2023,2025,thefollowingTexasvariousBankerslitigationAssociation filed an action challenging the rule. The district court entered judgment in favor ofchallenges, the CFPBonissuedtheanAdministrativeinterimProcedurefinalAct challenges and the ruling was appealedrule tothe Fifth Circuit. Oral arguments took place on February 3, 2025. Although the CFPB sought a pause on the appeal, the CFPB no longer opposed an earlier motion for a stay and tolling of the compliance dates. The Fifth Circuit ordered the tolling ofextend the compliance deadlinesbutbyonlyapproximately one year. It further indicated its intent totheinitiatetradeaassociationsnewlitigatingSection 1071 rulemaking and that it anticipated issuing a notice of proposed rulemaking as expeditiously as reasonably possible. On October 2, 2025, thecase.CFPBUnlesspublishedthatastayfinalisruleexpandedwith the same extended compliance dates provided for in the June interim rule. On November 13, 2025, the CFPB issued a notice of proposed rulemaking tonon-parties,narrow theeffectivescope of the rule, including removing certain data points, and to extend the compliance datefor Tier 1 institutions, such as our small business loan business,tocomplyJanuarywith1,implementing the regulation is July 18, 2025.2028. Absent further court action, legislative action or action by the CFPB, the Company’s small business loan business will need to update its application process to appropriately collect,store,store and report data required by Section 1071’s implementing regulation. TheruleCompanymaywillbecontinueimpactedtobymonitorrecentlitigation,executive ordersrulemaking anddirectives,billsincluding instructions issuedrelated toCFPB staff on February 3, 2025 to suspendtheeffective dates of final rules.rule.
On June 23, 2022, we entered into an amendment and restatement ofsee in full comparisonour existing secured revolving credit agreement (as amended,the“Credit Agreement”)that, among other changes, increased the borrowing capacity to $440.0 million, with a $20.0 million letter of credit sublimit and $10.0 million swingline loan sublimit. On October 19, 2023, we amended the Credit Agreement to, among other changes, increase the total commitment amount from $440.0 million to $515.0 million. On September 11, 2024, we further amended the Credit Agreement to, among other changes, increase the total commitment amount from $515.0 million to $665.0 million.TheOn August 28, 2025, we further amended the Credit Agreementbearsto,interest,amongatotherourchanges,option,increaseatthe total commitment amount from $665.0 million to $825.0 million, extend the maturity date from June 2026 to August 2029 and reduce the interest rate, as applicable, from the base rate plus 0.75%orto theSecuredbaseOvernight Financing Raterate plus3.50%.0.50% and from the SOFR rate plus 3.50% to the SOFR rate plus 3.25%. In addition to customary fees for a credit facility of this size and type, the Credit Agreement provides for payment of a commitment fee calculated with respect to the unused portion of the commitment, and ranges from 0.15% per annum to 0.50% per annum depending on usage.The Credit Agreement contains certain prepayment penalties if it is terminated on or before the first and second anniversary dates, subject to certain exceptions. The Credit Agreement matures on June 30, 2026.As of February13,17,2025,2026, our available borrowings under the Credit Agreement were$126.6$139.6 million. Since 2016, we have entered into several loan securitization facilities and offered asset-backed notes to fund our growth, primarily in our near-prime consumer loan and small business loanbusinesses.portfolios. As of February13,17,2025,2026, we had funding capacity of$603.6$232.7 million. We expect that our operating needs, including satisfying our obligations under our debt agreements and funding our working capital growth, will be satisfied by a combination of cash flows from operations, borrowings under the Credit Agreement, or any refinancing, replacement thereof or increase in borrowings thereunder, and securitization or sale of loans and finance receivables under our consumer and small business loan securitization facilities.
“In May 2023, the Governor of Minnesota signed into law a bill that caps the APR on consumer small loans and consumer short-term loans at a 50% all-in APR and expressly provides for predominant economic interest and totality of the circumstance tests for true lender purposes. The bill defines "consumer small loan" as a consumer-purpose unsecured loan equal to or less than $350 that must be repaid in a single installment. …”see in full comparison
Full comparison: every changed paragraph (60)
RECENT DEVELOPMENTS
Grasshopper
On December 10, 2025, we entered into a merger agreement with Grasshopper Bancorp, Inc. (“Grasshopper”) under which we will acquire Grasshopper for an aggregate purchase price valued at approximately $369 million at signing to be paid in a combination of cash and newly issued shares. Under the terms of the merger agreement, Grasshopper will merge with and into us, with us continuing as the surviving corporation and, immediately following the merger, an interim national bank and wholly-owned subsidiary of ours will merge with and into Grasshopper Bank, a wholly-owned subsidiary of Grasshopper, with Grasshopper Bank continuing as the surviving bank. The merger agreement was unanimously approved by the Boards of Directors of each of the Company and Grasshopper. On February 2, 2026, Grasshopper held a special meeting of its stockholders in connection with the merger, at which the merger agreement was approved. The transaction remains subject to regulatory approvals from the Office of the Comptroller of the Currency and the Federal Reserve and other customary closing conditions, and is expected to close during the second half of 2026.
Founded in 2019, Grasshopper Bank is a leading client-first, full-service digital bank offering digital financial solutions for commercial and consumer customers, including fintech-focused Banking-as-a-Service and API banking platforms, commercial and Small Business Administration lending and consumer banking.
On November 15, 2023, we consented to the issuance of a Consent Order by the CFPB pursuant to which we agreed, without admitting or denying any of the facts or conclusions, to pay a civil money penalty of $15 million. The Consent Order relatesrelated to issues, the majority of which were self-disclosed, including payment processing and debiting errors. WeEffective remainAugust subject29, to2025, the restrictionsCFPB and obligations of the Consent Order, including prohibitions from engaging in certain conduct for a period of seven years from the date of the Consent Order. Any noncompliance withterminated the Consent Order orin similar orders or agreements from other regulators could lead to further regulatory penaltiesfull and couldwaived haveany aalleged materialnon-compliance adverse impact on our business, prospects, results of operations, financial condition and cash flows and could prohibit or directly or indirectly impair our ability to continue current operations.therewith.
In October 2017, the CFPB issued its final rule entitled “Payday, Vehicle Title, and Certain High-Cost Installment Loans” (the “Small Dollar Rule”), which covers certain consumer loans that we offer. TheWhile Small Dollar Rule initially required that lenders who make short-term loans and longer-term loans with balloon payments reasonably determine consumers’the ability to repay (“ATR”)provisions were rescinded in 2020, the loanspayment accordingprovisions toremain theirin termseffect. beforeThese issuingprovisions the loans. The Small Dollar Rule also introduced new limitations on repayment processes for those lenders as well as lenders of other longer-term loans with an annual percentage rate greater than 36 percentrequire that include an ACH authorization or similar payment provision. Ifif a consumer has two consecutive failed payment attempts, the lender must obtain the consumer’s new and specific authorization to make further withdrawals from the consumer’s bank account. For loans covered by the Small Dollar Rule,Additionally, lenders must provide certain notices to consumers before attempting a first payment withdrawal or an unusual withdrawal and after two consecutive failed withdrawal attempts. On July 7, 2020, the CFPB issuedFollowing a final rule rescinding the ATR provisionsseries of the Small Dollar Rule along with related provisions, such as the establishment of registered information systems for checking ATR and reporting loan activity. The payment provisions of the Small Dollar Rule remained in place. In April 2018, an action was filed against the CFPB making a constitutional challenge to the Small Dollar Rule. After appeals to the Fifth Circuit and Supreme Court and a stay of the compliance date, on May 16, 2024,challenges, the Supreme Court upheld the constitutionality of the funding structure of the CFPB and remanded the case back to the Fifth Circuit. On June 19, 2024, the Fifth Circuit declaredupheld the Small Dollar Rule. On March 28, 2025, the CFPB issued a press release entitled “CFPB Offers Regulatory Relief for Small Loan Providers” indicating that the CFPB’sCFPB funding“will structurenot prioritize enforcement or supervision actions with regard to any penalties or fines associated with the Payment Withdrawal provisions and Smallthe DollarPayment RuleDisclosure areprovisions constitutional.once Onthey Julybecome 3,operative 2024,on March 30, 2025.” The CFPB also indicated that it is contemplating issuing a notice of proposed rulemaking to narrow the CFSA filed a petition for rehearing en banc that was denied by the Court. On November 25, 2024, the Fifth Circuit clarified that the stay of the compliance datescope of the Small Dollar RuleRule. expiresIf onthe MarchCFPB 30, 2025. We will make certain changeselects to ourprioritize payment processesenforcement and customer notifications in our U.S. consumer lending business to meet the compliance date. If we are not able to execute thesepayment process and customer notification changes effectively because of unexpected complexities, costs or otherwise, we cannot guarantee that the Small Dollar Rule will not have a material adverse impact on our business, prospects, results of operations, financial condition and cash flows. The Small Dollar Rule may be impacted by recent executive orders and directives, including instructions issued to CFPB staff on February 3, 2025 to suspend the effective dates of final rules.
On March 30, 2023, the CFPB issued its final rule to implement Section 1071 of the Dodd-Frank Act. Section 1071 amended the Equal Credit Opportunity Act to require financial institutions to collect and report certain data in connection with credit applications made by small businesses, including women- or minority-owned small businesses, and applies to small business loans that we offer. For loans covered by the small business lending rule, a “covered lender” will be required to collect and report on certain information pursuant to an application for credit. Section 1071 requires covered lenders to collect and report information the financial institution generates and information obtained from the applicant, including the applicant’s minority-owned business status, women-owned business status and LGBTQI+-owned status and the applicant’s principal owners’ ethnicity, race and sex, and expressly prohibits a financial institution from discouraging an applicant from responding to requests for applicant-provided data. On AprilJune 26,18, 2023,2025, thefollowing Texasvarious Bankerslitigation Association filed an action challenging the rule. The district court entered judgment in favor ofchallenges, the CFPB onissued thean Administrativeinterim Procedurefinal Act challenges and the ruling was appealedrule to the Fifth Circuit. Oral arguments took place on February 3, 2025. Although the CFPB sought a pause on the appeal, the CFPB no longer opposed an earlier motion for a stay and tolling of the compliance dates. The Fifth Circuit ordered the tolling ofextend the compliance deadlines butby onlyapproximately one year. It further indicated its intent to theinitiate tradea associationsnew litigatingSection 1071 rulemaking and that it anticipated issuing a notice of proposed rulemaking as expeditiously as reasonably possible. On October 2, 2025, the case.CFPB Unlesspublished thata stayfinal isrule expandedwith the same extended compliance dates provided for in the June interim rule. On November 13, 2025, the CFPB issued a notice of proposed rulemaking to non-parties,narrow the effectivescope of the rule, including removing certain data points, and to extend the compliance date for Tier 1 institutions, such as our small business loan business, to complyJanuary with1, implementing the regulation is July 18, 2025.2028. Absent further court action, legislative action or action by the CFPB, the Company’s small business loan business will need to update its application process to appropriately collect, store,store and report data required by Section 1071’s implementing regulation. The ruleCompany maywill becontinue impactedto bymonitor recentlitigation, executive ordersrulemaking and directives,bills including instructions issuedrelated to CFPB staff on February 3, 2025 to suspend the effective dates of final rules.rule.
State of Washington SSB 6025
In March 2024, the Governor of the State of Washington signed into law a bill that amends the Consumer Loan Act (“CLA”) to add anti-evasion language and a predominant economic interest test for closed-end and open-end loans. In addition, the bill would prohibit engaging in “any activity subject to” the CLA without a license as required by the CLA. The law expands the CLA’s coverage to include any loan made to a “person physically located” in Washington, in addition to the existing coverage of any loan made to a “resident” of Washington, “by a licensee, or persons subject to this chapter”. The current rate cap under the CLA is 25%. The law took effect on June 6, 2024 and applies to loans or advances originated on or after that date. The changes brought about by this law have not had a material impact on our consolidated financial statements.
Minnesota Commerce Omnibus Bill
In May 2023, the Governor of Minnesota signed into law a bill that caps the APR on consumer small loans and consumer short-term loans at a 50% all-in APR and expressly provides for predominant economic interest and totality of the circumstance tests for true lender purposes. The bill defines "consumer small loan" as a consumer-purpose unsecured loan equal to or less than $350 that must be repaid in a single installment. The bill defines a "consumer short-term loan" as a loan to a borrower which has a principal amount, or an advance on a credit limit, of $1,300 or less and requires a minimum payment of more than 25% of the principal balance or credit advance within 60 days. The bill requires the lender to perform an ability to pay analysis if the all-in APR on a consumer small loan or consumer short-term loan exceeds 36%. The bill also codifies a predominant economic interest test for bank service arrangements whereby a broker or servicer with a predominant economic interest in a loan is considered to be the “true lender” for purposes of applying the rate cap. The law took effect on January 1, 2024 and applies to loans or advances originated on or after that date. The changes brought about by this law did not have a material impact on our consolidated financial statements.
On December 15, 2022, the European Union (“EU”) Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development (“OECD”) Pillar Two Framework that was supported by over 130 countries worldwide. The EU effective dates are January 1, 2024, and January 1, 2025, for different aspects of the directive. A significant number of other countries are expected to also implement similar legislation. As of December 31, 2024,2025, among the jurisdictions where the Company operates, only Brazil has enacted legislation adopting the Pillar Two Rules, specifically a Qualified Domestic Minimum Top-up Tax, effective in fiscal 2025. We do not expect the changes brought about by this directive to have a material impact on our consolidated financial statements.
In January 2026, the OECD released administrative guidance establishing a “Side-by-Side” safe harbor for eligible U.S.-headquartered multinational groups, effective for fiscal years beginning on or after January 1, 2026. If elected, this safe harbor generally reduces Pillar Two top-up tax exposure under the Income Inclusion Rule and Undertaxed Profits Rule to zero, while Qualified Domestic Minimum Top-up Taxes in jurisdictions where we operate may continue to apply. The Company continues to monitor and evaluate the “Side-by-Side” safe harbor and, where appropriate, expects to leverage applicable safe harbor provisions beginning with the fiscal year starting on January 1, 2026.
One Big Beautiful Bill Act
On July 4, 2025, the “One Big Beautiful Bill Act” (the “OBBBA”) was enacted into law. The OBBBA’s various provisions include, among other things, accelerated tax deductions for qualified property and research expenditures. The legislation has multiple effective dates, with certain provisions effective in 2025 and others to be implemented through 2027. We have evaluated the OBBBA and reflected its impact on the consolidated financial statements. We will continue to evaluate the full impact of these legislative changes as additional guidance becomes available.
We carry our loans and finance receivables at fair value with changes in fair value recognized directly in earnings. We estimate the fair value of our loans and finance receivables primarily using internally-developed, discounted cash flow analyses to more accurately predict future payments. We adjust contractual cash flows for estimated losses, prepayments and servicing costs over the estimated duration of the underlying assets and discount the future cash flows using a rate of return that we believe a market participant would require. Model results may be adjusted by management if we do not believe the output reflects the fair value of the portfolio, as defined under GAAP. The models are updated at each measurement date to capture any changes in internal factors such as nature, term, volume, payment trends, remaining time to maturity,maturity and portfolio mix, as well as changes in underwriting or observed trends expected to impact future performance. We have validated model performance by comparing past valuations with actual performance noted after each valuation.
In 2024,2025, 20232024 and 2022,2023, views in the marketplace on the economy and its near-term prospects remained mixed with concerns on employment, inflation, tariffs and other macroeconomic trends. In certain situations, management concluded that the probability of future charge-offs or prepayments was different than what we had experienced in the past and, therefore, altered those assumptions in our fair value models. We continue to utilize this approach and have adjusted these assumptions where appropriate. We also evaluate the discount rates used in our models on a quarterly basis and adjust when appropriate to be responsive to changes in the market and representative of what a market participant would use. As of December 31, 20242025 and 2023,2024, we deemed the resulting fair value of our loans and finance receivables to be an appropriate market-based exit price that considers current market conditions.
For the year ended December 31, 2025, we recorded expenses of $6.6 million ($5.0 million net of related tax) related to the pending acquisition of Grasshopper. For the years ended December 31, 2024 and 2023, we recorded expenses of $0.3 million ($0.2 million net of related tax) and $0.8 million ($0.6 million net of tax), respectively, related to a consent solicitation for our Senior Notes due 2025.
For the year ended December 31, 2024, we recorded an equity method investment loss of $16.6 million ($13.3 million net of tax) related to the write-down of our investment in Linear. For the year ended December 31, 2022, we recorded equity method investment income of $6.3 million ($3.6 million net of tax) that was comprised primarily of an $11.0 million gain generated on the sale by Linear, in which we then held an ownership interest, of its operating company, partially offset by a $4.4 million loss (on the sale of OnDeck Canada).
For the years ended December 31, 2025, 2024 and 2023, we recorded losses on early extinguishment of debt of $1.0 million ($0.8 million net of tax), $5.7 million ($4.3 million net of tax) and $0.3 million ($0.2 million net of tax), respectively. For the year ended December 31, 2022, we recorded a loss of $1.3 million ($1.0 million net of tax) related to incomplete capital markets transactions.
Combined loans and finance receivables is a non-GAAP measure that includes both loans and RPAsfinance receivables we own and loans we guarantee, which are either GAAP items or disclosures required by GAAP. We believe this non-GAAP measure provides management and investors with important information needed to evaluate the magnitude of potential receivable losses and the opportunity for revenue performance of the loans and finance receivables portfolio on an aggregate basis. We also believe that the comparison of the aggregate amounts from period to period is more meaningful than comparing only the amounts reflected on our consolidated balance sheets since both revenue and cost of revenue are impacted by the aggregate amount of receivables we own and those we guarantee as reflected in our consolidated financial statements.
Revenue increased $540.2$493.9 million, or 25.5%,18.6%, to $3,151.7 million for 2025 as compared to $2,657.8 million for 2024 as compared to $2,117.6 million for 2023.2024. The change in revenue was driven primarily by a 21.7% increase in revenue from our consumer portfolio and a 32.0%30.5% increase in revenue from our small business portfolio and a 10.9% increase in revenue from our consumer portfolio as higher levels of originations have led to higher loan balances for both portfolios.
Our net revenue was $1,830.3 million for 2025 compared to $1,529.4 million for 2024 compared to $1,229.9 million for 2023.2024. Our net revenue as a percentage of revenue (“net revenue margin”) was 57.5%58.1% in 20242025 compared to 58.1%57.5% in 2023.2024. The decreaseincrease in net revenue margin was driven primarily by lower net revenue margin in the consumer portfolio, partially offset by higher net revenue margin in the small business portfolio, partially offset by lower net revenue margin in the consumer portfolio.
The percentage of revenue from our small business loans and finance receivables increased slightly in 20242025 due to increased demand and favorable unit economics.
The following tablestable summarizes revenue generated from our operations for 20242025 and 20232024 (dollars in thousands):
The following table summarizes loan and finance receivable balances outstanding as of December 31, 20242025 and 20232024 (dollars in thousands):
At December 31, 2024,2025, the ratio of fair value as a percentage of principal was 115.1%115.2% on company owned loans and finance receivables and 115.3% on combined loans and finance receivables compared to 115.0%115.1% on company owned loans and finance receivables and 115.1%115.3% on combined loans and finance receivables at December 31, 2023.2024. These ratios were consistent year-over-yearyear over year due to consistency in credit performance in both the consumer and small business portfolios.
The average amount outstanding per loan increased to $4,830 as of December 31, 2025 compared to $4,102 as of December 31, 2024, mainly due to a higher average amount outstanding per loan in the small business portfolio and, to a lesser extent, an increase in the mix of loans and finance receivables held by small businesses in our portfolio as they have higher average outstanding balances.
The average amount outstanding per loan decreased to $4,102 as of December 31, 2024 compared to $4,393 from prior year, mainly due to a mix shift in our consumer portfolio to line of credit accounts, which generally have lower average outstanding balances compared to installment loans.
The average loan origination amount decreasedincreased to $1,576$1,810 from $1,627$1,576 during 20242025 compared to 2023,2024, due primarily to aan increase in the mix shift to line of creditloans accounts,and whichfinance generallyreceivables held by small businesses in our portfolio as they have lowerhigher drawaverage amountsorigination compared to installment loan originations.amounts.
We monitor the performance of our loans and finance receivables. Internal factors such as portfolio composition (e.g., interest rate, loan term, geography information, customer mix, credit quality) and performance (e.g., delinquency, loss trends, prepayment rates) are reviewed on a regular basis at various levels (e.g., product, vintage). We also weigh the impact of relevant, internal business decisions on the portfolio. External factors such as macroeconomic trends, financial market liquidity expectations, competitive landscape and legal/regulatory requirements are also reviewed on a regular basis.
The percentage of loans greater than 30 days delinquent increaseddecreased to 7.8% at December 31, 2025 compared to 8.2% at December 31, 2024, compared to 7.2% at December 31, 2023, driven primarily by a higherlower percentage of originations to new customers, which typically default at a higher rate compared to returning customers, and a mix shift to lineinstallment of credit products,loans, which have higherlower yields and default rates compared to installmentline loans.of credit products. Charge-offs (net of recoveries) as a percentage of average combined loan and finance receivable balance decreasedof 16.0% for the three months ended December 31, 2025 (the “2025 fourth quarter”) was stable compared to 16.1% for the three months ended December 31, 2024 (the “2024 fourth quarter”), compared to 17.3% for the three months ended December 31, 2023 (the “2023 fourth quarter”), driven primarily by improvedfairly stable credit performance in most of our products in the consumer loan portfolio. The trend in charge-offs (net of recoveries) as a percentage of average combined loan and finance receivable balance across the four quarters of 20242025 was generally in line with seasonal norms.norms, with the second and third quarters being slightly higher than similar quarters in the prior year, but still in a reasonable range for the consumer portfolio and consistent with other quarters in the past four years. Demand for our consumer loan products and services in the United States has historically been highest in the third and fourth quarters of each year, corresponding to the holiday season, and lowest in the first quarter of each year, corresponding to our customers’ receipt of income tax refunds. Lower originations, particularly to new customers, which typically default at a higher percentage than returning customers, generally result in lower delinquencies and charge-offs as the book is more seasoned.
Revenue related to our consumer loans and finance receivables was $445.6 million for the 2025 fourth quarter compared to $433.6 million for the 2024 fourth quarter, compared to $364.1 million for the 2023 fourth quarter. The increase in revenue was driven primarily by growth in the overall portfolio. The net revenue margin related to our consumer loans and finance receivables was 50.9%49.3% for the 20242025 fourth quarter, which was fairly consistent with the net revenue margin of 49.7%50.9% in the 20232024 fourth quarter.
The ratio of fair value as a percentage of principal on consumer loans and finance receivables wasincreased flatto 122.2% at December 31, 2025 compared to 121.4% at December 31, 20242024, anddue 2023.primarily to improvement in delinquency. Refer to “Results of Operations—Valuation of Loans and Finance Receivables” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional discussion on loan valuation.
The percentage of loans and finance receivables greater than 30 days delinquent decreased to 6.2% at December 31, 2025 compared to 7.0% at December 31, 2024, compared to 8.4% at December 31, 2023.2024. Charge-offs (net of recoveries) as a percentage of average loan and finance receivable balance decreasedwas flat at 4.6% for the 2025 fourth quarter compared to 4.5% forin the 2024 fourth quarter, compared to 4.8% in the 2023 fourth quarter. These metrics evidence thestable improvementto inimproved credit performance of our small business portfolio.
Revenue related to our small business loans and finance receivables was $383.0 million for the 2025 fourth quarter compared to $285.8 million for the 2024 fourth quarter, compared to $210.7 million for the 2023 fourth quarter. The increase in revenue was driven primarily by growth in the overall portfolio. The net revenue margin related to our small business loans and finance receivables was 71.4% for the 2025 fourth quarter compared to 64.6% forin the 2024 fourth quarter,quarter. which was fairly consistent with theThe net revenue margin of 65.2%margins in the 2023third and fourth quarter.quarters of 2025 are higher compared to prior quarters due primarily to improved credit performance and slightly higher average yields.
The ratio of fair value as a percentage of principal on small business loans and finance receivables increased slightly to 112.3% at December 31, 2025 compared to 111.8% at December 31, 2024, compareddue primarily to 111.5%improvement atin December 31, 2023.delinquency. Refer to “Results of Operations—Valuation of Loans and Finance Receivables” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional discussion on loan valuation.
Total Expenses
Marketing expense increased $97.5 million, or 18.6%, to $621.1 million in 2025 compared to $523.6 million in 2024, due primarily to a strategic effort to capture demand. Key drivers included higher commissionable originations and strategic partnerships within the small business portfolio.
Marketing expense increased $109.1 million, or 26.3%, to $523.6 million in 2024 compared to $414.5 million in 2023, due primarily to growth in the overall business with higher commissionable originations in our small business portfolio and higher online advertising costs intended to capture increasing market demand for both our consumer and small business loan products.
Operations and technology expense increased $29.5$33.8 million, or 15.1%, to $258.2 million in 2025 from $224.4 million in 2024 from $194.9 million in 2023,2024, due primarily to higher variable costs, particularly personnel costscosts, and,underwriting to a lesser extent, underwriting,costs, bank charges, collection costs and other selling expenses, dueattributable to the increase in originations and the size of the loan portfolio. As a percentage of revenue, operations and technology expense decreased slightly to 8.2% in 2025 from 8.4% in 2024 from 9.2% in 2023,2024, as increased originations and revenues outpaced fixed costs.
General and administrative expense decreasedincreased $3.8$13.2 million, or 2.3%,8.4%, to $169.7 million in 2025 compared to $156.5 million in 2024 compared to $160.3 million in 2023,2024, due primarily to the CFPB settlement of $15.0 million in the 2023 fourth quarter, partially offset by higher personnel costs and $6.6 million in 2024.transaction-related costs associated with the acquisition of Grasshopper. As a percentage of revenue, general and administrative expense decreased to 5.9%5.4% in 20242025 from 7.6%, or 6.9% after excluding the impact of the CFPB settlement charge,5.9% as increased originations and revenues outpaced fixed costs.
Depreciation and amortization expense increased $2.1$1.6 million, or 5.4%,4.0%, to $41.8 million in 2025 compared to $40.2 million in 2024 compared to $38.1 million in 20232024, driven primarily by general growth in the business.business and additional internal-use software placed in service.
Interest expense, net increased $95.6$48.9 million, or 49.1%,16.8%, to $339.3 million in 2025 compared to $290.4 million in 2024 compared to $194.8 million in 2023,2024, due primarily to an increase in the average amount of debt outstanding to $3,945.5 million during 2025 from $3,148.9 million during 20242024, frompartially $2,382.7offset millionby duringa 2023, and an increasedecrease in the weighted average interest rate on our outstanding debt to 8.64% in 2025 from 9.31% in 2024 from 8.28% in 2023.2024. See “—Liquidity and Capital Resources—Current Debt Facilities” below for further information.
Equity method investment lossincome was $1.6 million in 2025 compared to $16.5 million in 2024 compared to $0.1 million of incomeloss in 20232024, due to the write-down of our investment in Linear in 2024 as discussed in Note 1 toin the consolidatedNotes financialto statements.Consolidated Financial Statements.
The effective tax rate from continuing operations of 22.7%23.1% in 20242025 was slightly lowerhigher compared to the effective tax rate of 22.9%22.7% in 2023.2024. The decreaseincrease was primarily driven by the prior year having a larger reduction of interest expense due to the remeasurement of unrecognized tax benefits and the 2023 nondeductible regulatory settlement charge that was recorded in the prior year quarter,benefits, partially offset by anhigher increaseexcess intax nondeductiblebenefits on stock compensation expenses relateddue to executivestock officers.price appreciation.
Net Income
Net income increased $99.0 million, or 47.2%, to $308.4 million in 2025 compared to $209.4 million in 2024. The increase was driven primarily by higher income from operations, reflecting overall business growth driving an increase in net revenue and lower operating expenses as a percentage of revenue. This was partially offset by higher interest expense resulting from an increase in the average amount of debt outstanding. The prior year also included a write-down of our investment in Linear of $16.6 million.
We seek to maintain a stable and flexible balance sheet to ensure that liquidity and funding are available to meet our business obligations. As of December 31, 2024,2025, we had cash, cash equivalents,equivalents and restricted cash of $407.9 million, of which $336.2 million was restricted, compared to $322.7 million, of which $248.8 million was restricted, compared to $377.4 million, of which $323.1 million was restricted, as of December 31, 2023.2024. During the year ended December 31, 2024,2025, we issued $217.2$163.9 million of asset-backed notes and entered into a $150.0 million consumer loan securitization facility to fund growth in our near-prime consumer loan portfolio. We alsoportfolio, issued $660.9$522.8 million of asset-backed notes to fund growth in our small business loan portfolio.portfolio Duringand increased the year,borrowing wecapacity also amendedof our existing secured revolving credit agreement,agreement a(the small“Credit businessAgreement”) loanto securitization$825.0 facility and a consumer loan securitization facility, increasing our borrowing capacity by $150.0 million, $200.4 million and $75.0 million, respectively.million. As of December 31, 2024,2025, we had funding capacity of $944.0$649.2 million. Based on numerous stressed-case modeling scenarios, we believe we have sufficient liquidity to run our operations for the foreseeable future. Further, we have no recourse debt obligations duescheduled to mature until JuneDecember 2026.2028. As part of our capital and liquidity management, we may from time to time acquire our outstanding debt securities, including through redemptions, tender offers, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws and in compliance with the indentures governing our outstanding debt securities, upon such terms and at such prices as we may determine.
Historically, we have generated significant cash flow through normal operating activities for funding both long-term and short-term needs. Our near-term liquidity is managed to ensure that adequate resources are available to fund our seasonal working capital growth, which is driven by demand for our loan and financing products. On December 6, 2023, we issued and sold $400.0 million in aggregate principal amount of 11.25% Senior Notes due 2028 (the “2028 Senior Notes”) and used the net proceeds, in part, to retire existing indebtedness, including the remaining principal amount outstanding under our 8.50% senior notes due 2024 (the “2024 Senior Notes”).2024. On August 12, 2024, we issued and sold $500.0 million in aggregate principal amount of 9.125% senior notes due 2029 (the “2029 Senior Notes”) and used the net proceeds, in part, to retire existing indebtedness, including the remaining principal amount outstanding under our 8.50% senior notes due 2025 (the “2025 Senior Notes”).
On June 23, 2022, we entered into an amendment and restatement of our existing secured revolving credit agreement (as amended, the “Credit Agreement”) that, among other changes, increased the borrowing capacity to $440.0 million, with a $20.0 million letter of credit sublimit and $10.0 million swingline loan sublimit. On October 19, 2023, we amended the Credit Agreement to, among other changes, increase the total commitment amount from $440.0 million to $515.0 million. On September 11, 2024, we further amended the Credit Agreement to, among other changes, increase the total commitment amount from $515.0 million to $665.0 million. TheOn August 28, 2025, we further amended the Credit Agreement bearsto, interest,among atother ourchanges, option,increase atthe total commitment amount from $665.0 million to $825.0 million, extend the maturity date from June 2026 to August 2029 and reduce the interest rate, as applicable, from the base rate plus 0.75% orto the Securedbase Overnight Financing Raterate plus 3.50%.0.50% and from the SOFR rate plus 3.50% to the SOFR rate plus 3.25%. In addition to customary fees for a credit facility of this size and type, the Credit Agreement provides for payment of a commitment fee calculated with respect to the unused portion of the commitment, and ranges from 0.15% per annum to 0.50% per annum depending on usage. The Credit Agreement contains certain prepayment penalties if it is terminated on or before the first and second anniversary dates, subject to certain exceptions. The Credit Agreement matures on June 30, 2026. As of February 13,17, 2025,2026, our available borrowings under the Credit Agreement were $126.6$139.6 million. Since 2016, we have entered into several loan securitization facilities and offered asset-backed notes to fund our growth, primarily in our near-prime consumer loan and small business loan businesses.portfolios. As of February 13,17, 2025,2026, we had funding capacity of $603.6$232.7 million. We expect that our operating needs, including satisfying our obligations under our debt agreements and funding our working capital growth, will be satisfied by a combination of cash flows from operations, borrowings under the Credit Agreement, or any refinancing, replacement thereof or increase in borrowings thereunder, and securitization or sale of loans and finance receivables under our consumer and small business loan securitization facilities.
As of December 31, 2024,2025, we were in compliance with all financial ratios, covenantsratios and other requirementscovenants set forth in our debt agreements. Unexpected changes in our financial condition or other unforeseen factors may result in our inability to obtain third-party financing or could increase our borrowing costs in the future. To the extent we experience short-term or long-term funding disruptions, we have the ability to adjust our volume of lending and financing to consumers and small businesses that would reduce cash outflow requirements while increasing cash inflows through repayments. Additional alternatives may include the securitization or sale of assets, increased borrowings under the Credit Agreement, or any refinancing or replacement thereof, and reductions in capital spending which could be expected to generate additional liquidity.
Our Totaltotal stockholders'stockholders’ equity decreasedincreased by $43.3$139.8 million to $1,336.7 million at December 31, 2025 from $1,196.9 million at December 31, 2024 from $1,240.2 million at December 31, 2023.2024. The decreaseincrease of stockholders'stockholders’ equity was driven primarily by net income for the year ended December 31, 2025 and, to a lesser extent, stock-based compensation expense, partially offset by repurchases of our outstanding common stock, which is discussed in more detail below, partially offset by net income for the year ended December 31, 2024 and, to a lesser extent, stock-based compensation expense.below. Our book value per share outstanding increased to $54.08 at December 31, 2025 from $46.38 at December 31, 2024 from $42.63 at December 31, 2023.2024.
On February 9, 2022, we announced the Board of Directors authorized a new share repurchase program totaling $100.0 million through June 30, 2023 (the “February 2022 Authorization”). On November 7, 2022, we announced the Board of Directors authorized an increase to our share repurchase program of up to $150.0 million through December 31, 2023 (the “November 2022 Authorization”). The November 2022 Authorization went into effect in March 2023 upon exhaustion of the February 2022 Authorization. On October 24, 2023, we announced the Board of Directors authorized a new share repurchase program totaling $300.0 million through December 31, 2024 (the “October 2023 Authorization”), which replaced the November 2022 Authorization. The Company had repurchased $91.5 million of common stock under the November 2022 Authorization before it was terminated. On August 12, 2024, we announced the Board of Directors authorized a new share repurchase program totaling $300.0 million through December 31, 2025 (the “August 2024 Authorization”), which replaced the Octoberprior 2023authorization, Authorization.under Thewhich the Company had repurchased $255.9 million of common stock. On November 12, 2025, we announced the Board of Directors authorized a new share repurchase program totaling $400.0 million through June 30, 2027 (the “November 2025 Authorization”), which replaced the August 2024 Authorization. The Company had repurchased $238.9 million of common stock under the OctoberAugust 20232024 Authorization before it was terminated. Repurchases under our repurchase programs are made from time to time in accordance with applicable securities laws from time to time in the open market, through privately negotiated transactions or otherwise. The share repurchase programs do not obligate us to purchase any shares of our common stock. The AugustNovember 20242025 Authorization may be terminated, increased or decreased by the Board of Directors in its discretion at any time. During 2024,2025, we paid $274.5$190.1 million to repurchase common stock under the share repurchase programs.
At December 31, 2024,2025, we had $73.9$71.7 million of available unrestricted cash to fund our future operations compared to approximately $54.4$73.9 million at December 31, 2023.2024.
Our restricted cash typically consists of funds held in accounts as reserves on certain debt facilities and as collateral for issuing bank partner transactions. We have no ability to draw on such funds as long as they remain restricted under the applicable arrangements but have the ability to use these funds to finance loan originations, subject to meeting borrowing base requirements. Our policy is to invest restricted cash held in debt facility related accounts, to the extent permitted by such debt facility, in investments designed to preserve the principal balance and provide liquidity. Accordingly, such cash is invested primarily in money market instruments that offer daily purchase and redemption and provide competitive returns consistent with our policies and market conditions. As of December 31, 2023, restricted cash also included $173.6 million in escrow related to the redemption of our 2024 Senior Notes on January 3, 2024.
The following table summarizes our debt facilities as of December 31, 2024.2025 (dollars in thousands):
Net cash provided by financing activities in 20242025 was $318.9$711.8 million compared to $526.5$318.9 million in 2023.2024. Cash flows provided by financing activities for 2025 primarily consisted of net borrowings of $790.6 million under our securitization facilities and $143.0 million under the Credit Agreement, partially offset by $214.6 million in treasury shares purchases, primarily under our share repurchase programs. Cash flows provided by financing activities for 2024 primarily consisted of net borrowings of $571.4 million under our securitization facilities and $97.0 million under the Credit Agreement, partially offset by $289.3 million in treasury shares purchases, primarily under our share repurchase programs, and $44.4 million in net repayments of senior notes. Cash flows provided by financing activities for 2023 primarily consisted of net borrowings of $396.2 million related to the issuance of the 2028 Senior Notes, $334.4 million under our securitization facilities, and $47.0 million under the Credit Agreement, partially offset by $153.2 million in treasury shares purchases, primarily under our share repurchase programs, and $81.1 million used to pay down our 2024 Senior Notes.
We perform an evaluation of the recoverability of our deferred tax assets on a quarterly basis. We establish a valuation allowance if it is more-likely-than-notmore likely than not (greater than 50 percent) that all or some portion of the deferred tax asset will not be realized. We analyze several factors, including the nature and frequency of operating losses, our carryforward period for any losses, the reversal of future taxable temporary differences, the expected occurrence of future income or loss and the feasibility of available tax planning strategies to protect against the loss of deferred tax assets.
Refer to Note 1 in the Notes to the Consolidated Financial Statements in Part II, Item 8 “Financial Statements and Supplementary Data” in this report for a discussion of recently issued accounting pronouncements that may be significant to Enova.
What changed in the latest 10-Q
Risk Factors
There have been no material changes from the Risk Factors described in Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “(b) In the second quarter of 2025,we recorded other nonoperating expenses of $1.0 million ($0.8 million net of tax) related to the early extinguishment of debt.”
New heading “SIX MONTHS ENDED JUNE 30, 2026 COMPARED TO SIX MONTHS ENDED JUNE 30, 2025”
New heading “Revenue and Net Revenue”
New heading “Average Loan and Finance Receivable Origination”
New heading “(a) The disclosure regarding the average loan origination amount is statistical data that is not included in our consolidated financial statements.”
New heading “(b) Includes loans guaranteed by us, which represent loans originated by third-party lenders through the CSO program that we have not yet purchased and, therefore, are not included in our consolidated financial statements.”
New heading “(c) Represents the average amount of each incremental draw on line of credit accounts.”
New heading “Nonoperating Items”
New heading “Provision for Income Taxes”
Largest changes
“(b) Includes loans guaranteed by us, which represent loans originated by third-party lenders through the CSO program that we have not yet purchased and, therefore, are not included in our consolidated financial statements.”see in full comparison
The percentage of loans greater than 30 days delinquent ofsee in full comparison7.9%7.6% wasslightlylower atMarchJune31,30, 2026 compared to8.2%8.0% atMarchJune31,30, 2025, and charge-offs (net of recoveries) as a percentage of average combined loan and finance receivable balance decreased to14.3%12.8% in the current quarter compared to15.2%14.5% for the prior year quarter. Theseimprovementslevels weredueinprimarilythetonormalarange for both periods, although slightly toward the higherpercentageendof originations to returning customers, which typically default at a lower rate compared to new customers, and a minor mix shift toward loans and finance receivables with higher credit quality and lower yields, as compared toin the prior year quarter. Compared to the prior sequential quarter endingDecemberMarch 31,2025,2026, the percentage of loans greater than 30 days delinquentremained relatively flat whileand charge-offs (net of recoveries) as a percentage of average combined loan and finance receivable balance both decreased, which isfairlyconsistent with our normal seasonal pattern.
“(b) In the second quarter of 2025,we recorded other nonoperating expenses of $1.0 million ($0.8 million net of tax) related to the early extinguishment of debt.”see in full comparison
“(a) The disclosure regarding the average loan origination amount is statistical data that is not included in our consolidated financial statements.”see in full comparison
“(c) Represents the average amount of each incremental draw on line of credit accounts.”see in full comparison
“SIX MONTHS ENDED JUNE 30, 2026 COMPARED TO SIX MONTHS ENDED JUNE 30, 2025”see in full comparison
Full comparison: every changed paragraph (65)
We are a leading technology and analytics company focused on providing online financial services. In 2025, we extended approximately $7.8 billion in credit or financing to borrowers and for the threesix months ended MarchJune 31,30, 2026, we extended approximately $2.3$4.6 billion in credit or financing to borrowers. As of MarchJune 31,30, 2026, we offered or arranged loans or draws on lines of credit to consumers in 3938 states in the United States and Brazil. We also offered or arranged financing to small businesses in 49 states and Washington D.C. in the United States. We use our proprietary technology, analytics and customer service capabilities to quickly evaluate, underwrite and fund loans or provide financing, allowing us to offer consumers and small businesses credit or financing when and how they want it. Our customers include the large and growing number of consumers and small businesses that have bank accounts but use alternative financial services because of their limited access to more traditional credit from banks, credit card companies and other lenders. We were an early entrant into online lending, launching our online business in 2004, and through MarchJune 31,30, 2026, we have completed approximately 70.471.6 million customer transactions and collected more than 95 terabytes of currently accessible customer behavior data since launch, allowing us to better analyze and underwrite our specific customer base. We have significantly diversified our business over the past several years, having expanded the markets we serve and the financing products we offer. These financing products include installment loans and line of credit accounts.
United States. We began our online business in the United States in May 2004. As of MarchJune 31,30, 2026, we provided services in all 50 states and Washington D.C. We market our financing products under the names CashNetUSA at www.cashnetusa.com, NetCredit at www.netcredit.com, OnDeck at www.ondeck.com and Headway Capital at www.headwaycapital.com, and we market our money transfer platform under the name Pangea at www.pangeamoneytransfer.com.
On March 30, 2023, the CFPB issued its initial final rule to implement Section 1071 of the Dodd-Frank Act. Section 1071 amended the Equal Credit Opportunity Act to require financial institutions to collect and report certain data in connection with credit applications made by small businesses, including women- or minority-owned small businesses, and applies to small business loans that we offer. For loans covered by the small business lending rule, a “covered lender” will be required to collect and report on certain information pursuant to an application for credit. Section 1071 requires covered lenders to collect and report information the financial institution generates and information obtained from the applicant, including the applicant’s minority-owned business status, women-owned business status and LGBTQI+-owned status and the applicant’s principal owners’ ethnicity, race and sex, and expressly prohibits a financial institution from discouraging an applicant from responding to requests for applicant-provided data.sex. On JuneMay 18,1, 2025, following various litigation challenges, the CFPB issued an interim final rule to extend the compliance deadlines by approximately one year. It further indicated its intent to initiate a new Section 1071 rulemaking and that it anticipated issuing a notice of proposed rulemaking as expeditiously as reasonably possible. On October 2, 2025, the CFPB published a final rule with the same extended compliance dates provided for in the June interim rule. On November 13, 2025,2026, the CFPB issued a noticerevised offinal proposedrule rulemakingfor Section 1071. The revised final rule made substantive changes to narrow the scopeinitial of thefinal rule, including removingchanging the definition of a small business, excluding certain data points,products, and tostreamlining extendthe required data fields. In addition, it extended the compliance datedeadline to January 1, 2028.2028 and the initial reporting deadline to June 2029. Absent further court action, legislative action or action by the CFPB, including any further extension of the compliance date, the Company’s small business loan business will need to update its application process to appropriately collect, store and report data required by Section 1071’s implementing regulation. The Company will continue to monitor litigation, rulemaking and bills related to the rule.
On December 15, 2022, the European Union (“EU”) Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development (“OECD”) Pillar Two Framework that was supported by over 130 countries worldwide. The EU effective dates are January 1, 2024, and January 1, 2025, for different aspects of the directive. A significant number of other countries are expected to also implement similar legislation. As of MarchJune 31,30, 2026, among the jurisdictions where the Company operates, only Brazil has enacted legislation adopting the Pillar Two Rules, specifically a Qualified Domestic Minimum Top-up Tax, effective in fiscal 2025. We do not expect the changes brought about by this directive to have a material impact on our consolidated financial statements.
Our financial results for the three-month period ended MarchJune 31,30, 2026, or the current quarter, are summarized below.
Consolidated total revenue increased $129.6$164.8 million, or 17.4%,21.6%, to $875.1$928.9 million in the current quarter compared to $745.5$764.1 million for the three months ended MarchJune 31,30, 2025, or the prior year quarter.
In 2025 and the first threesix months of 2026, views in the marketplace on the economy and its near-term prospects remained mixed with concerns on employment, inflation, tariffs and other macroeconomic trends. In certain situations, management concluded that the probability of future charge-offs or prepayments was different than what we had experienced in the past and, therefore, altered those assumptions in our fair value models. We continue to utilize this approach and have adjusted these assumptions where appropriate. We also evaluate the discount rates used in our models on a quarterly basis and adjust when appropriate to be responsive to changes in the market and representative of what a market participant would use. As of MarchJune 31,30, 2026, we deemed the resulting fair value of our loans and finance receivables to be an appropriate market-based exit price that considers current market conditions.
(a) In the first quartersix months of 2026, we recorded costs totaling $2.7$4.1 million ($2.0$3.2 million net of tax) related to the pending acquisition of Grasshopper.
(b) In the second quarter of 2025,we recorded other nonoperating expenses of $1.0 million ($0.8 million net of tax) related to the early extinguishment of debt.
Refer to footnotes in previous table for explanation of (a) and (b).
THREE MONTHS ENDED MARCHJUNE 31,30, 2026 COMPARED TO THREE MONTHS ENDED MARCHJUNE 31,30, 2025
The fair value of our loan and finance receivable portfolio in our consolidated financial statements was $5,873.0$6,172.8 million and $4,569.8$4,773.3 million as of MarchJune 31,30, 2026 and 2025, respectively. The outstanding principal balance of our loan and finance receivables portfolio was $5,098.5$5,351.1 million and $3,964.4$4,141.1 million as of MarchJune 31,30, 2026 and 2025, respectively. The fair value of the combined loan and finance receivables portfolio includes $20.9$27.6 million and $21.2$23.8 million with an outstanding principal balance of $14.8$19.4 million and $14.8$16.8 million of consumer loan balances that are guaranteed by us but not owned by us, which are not included in our consolidated financial statements as of MarchJune 31,30, 2026 and 2025, respectively.
The consumer portfolio balance was 30.3%31.4% of our combined loan and finance receivable portfolio balance at fair value as of MarchJune 31,30, 2026 compared to 35.7%35.3% as of MarchJune 31,30, 2025. Our small business portfolio of loans and finance receivables was 69.7%68.6% of our combined loan and finance receivable portfolio at fair value as of MarchJune 31,30, 2026 compared to 64.3%64.7% as of MarchJune 31,30, 2025. See “Non-GAAP Financial Measures—Combined Loans and Finance Receivables Measures” above for additional information related to combined loans and finance receivables.
The following table summarizes loan and finance receivable balances outstanding as of MarchJune 31,30, 2026 and 2025 (dollars in thousands):
At MarchJune 31,30, 2026 and 2025, the ratio of fair value as a percentage of principal was 115.2%115.4% and 115.3%, respectively, on company owned loans and finance receivables and 115.3%115.5% and 115.4%, respectively, on combined loans and finance receivables. These ratios were relatively flat compared to the prior year. Refer to “—Consumer Loans and Finance Receivables” and “—Small Business Loans and Finance Receivables” below for additional discussion of fair value ratios for the current quarter.
The average amount outstanding per loan and finance receivable is calculated as the total combined loans and finance receivables, gross balance at the end of the period divided by the total number of combined loans and finance receivables outstanding at the end of the period. The following table shows the average amount outstanding per loan and finance receivable by product at MarchJune 31,30, 2026 and 2025:
The average loan and finance receivable origination amount increased to $2,180$1,914 during the current quarter from $1,721$1,691 during the prior year quarter, due primarily to a higher proportion of loans originated in the small business portfolio, the average size of which greatly exceeds the average size of loans originated in the consumer portfolio. The average loan and finance receivable origination amount for the small business portfolio decreased during the current quarter compared to the prior year quarter due primarily to a higher proportion of line of credit draws, which are lower on average compared to installment loan originations.
Demand for our consumer loan products and services in the United States has historically been highest in the third and fourth quarters of each year, corresponding to the holiday season, and lowest in the first quarter of each year, corresponding to our customers’ receipt of income tax refunds. The ending balance, including principal and accrued fees/interest outstanding, of combined consumer loans and finance receivables at MarchJune 31,30, 2026 increased 7.6%13.7% to $1,578.9$1,731.1 million compared to $1,467.5$1,522.2 million at MarchJune 31,30, 2025, due primarily to originations outpacing repayments.
The percentage of loans greater than 30 days delinquent of 7.9%7.6% was slightly lower at MarchJune 31,30, 2026 compared to 8.2%8.0% at MarchJune 31,30, 2025, and charge-offs (net of recoveries) as a percentage of average combined loan and finance receivable balance decreased to 14.3%12.8% in the current quarter compared to 15.2%14.5% for the prior year quarter. These improvementslevels were duein primarilythe tonormal arange for both periods, although slightly toward the higher percentageend of originations to returning customers, which typically default at a lower rate compared to new customers, and a minor mix shift toward loans and finance receivables with higher credit quality and lower yields, as compared toin the prior year quarter. Compared to the prior sequential quarter ending DecemberMarch 31, 2025,2026, the percentage of loans greater than 30 days delinquent remained relatively flat whileand charge-offs (net of recoveries) as a percentage of average combined loan and finance receivable balance both decreased, which is fairly consistent with our normal seasonal pattern.
Revenue related to our consumer loans and finance receivables was $445.8$477.4 million for the current quarter compared to $430.8$428.3 million for the prior year quarter. The increase in revenue was driven primarily by growth in the overall portfolio. The net revenue margin related to our consumer loans and finance receivables was 51.7%57.3% in the current quarter, which was slightly higher than the average net revenue margin in the prior four sequential quarters due primarily to slightlystrong growth coupled with lower charge-offs (net of recoveries) and delinquencies.
The ratio of fair value as a percentage of principal on consumer loans and finance receivables was 122.9%122.5% at MarchJune 31,30, 2026, which is slightly higher compared to 122.1%121.6% at MarchJune 31, 2025 and 122.2% at December 31,30, 2025 due primarily to theimprovement customerin andcredit product mix shiftsmetrics discussed earlier in this section. The ratio of fair value as a percentage of principal at June 30, 2026 was slightly lower compared to 122.9% at March 31, 2026, which followed our typical seasonal pattern. Refer also to “Results of Operations—Valuation of Loans and Finance Receivables” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional discussion on loan valuation.
The ending balance, including principal and accrued fees/interest outstanding, of small business loans and finance receivables at MarchJune 31,30, 2026 increased 38.6%36.5% to $3,696.7$3,816.1 million compared to $2,667.7$2,796.5 million at MarchJune 31,30, 2025, due primarily to originations outpacing repayments.
The percentage of loans greater than 30 days delinquent of 7.1%7.4% was lowerhigher at June 30, 2026 compared to 6.6% at June 30, 2025 and 7.1% at March 31, 2026 compared to 7.4% at March 31, 2025 due to improvement in credit performance. Compared to the prior sequential quarter ending December 31, 2025, the percentage of loans greater than 30 days delinquent increased2026, but remains within the range observed over the prior four years and consistent with our expectations for the portfolio. Charge-offs (net of recoveries) as a percentage of average loan and finance receivable balance of 4.6%4.8% during the current quarter were fairly consistent with the prior four sequential quarters.
Revenue related to our small business loans and finance receivables was $417.5$439.3 million for the current quarter compared to $304.6$326.3 million for the prior year quarter. The increase in revenue was driven primarily by growth in the overall portfolio. The net revenue margin related to our small business loans and finance receivables was 69.2%64.7% for the current quarter, which is consistentslightly withlower than the prior four sequential quarters, whichbut hadremains anwithin averagethe netrange revenueobserved marginover ofthe 69.9%,prior four years and consistent with our expectations for the portfolio, as credit performance and yields were steady.also within expectations.
The ratio of fair value as a percentage of principal on small business loans and finance receivables was 112.2%112.5% at MarchJune 31,30, 20262026, comparedwhich tois 112.0%consistent atwith Marchthe 31,prior 2025four sequential quarters, as performance and 112.3%outlook atremain Decemberstable 31,on 2025.the The slight changes from March 31, 2025 and December 31, 2025 were due primarily to changes in delinquency discussed earlier in this section.portfolio.
Marketing expense increased to $189.4$203.5 million in the current quarter compared to $139.3$142.8 million in the prior year quarter due primarily to growth in the overall business with higher commissionable originations in our small business portfolio and higher online advertising costs intended to capture increasing market demand for both our consumer and small business loan products,products partiallyand offsethigher bycommissionable lower spendoriginations in certainour channelssmall andbusiness media as we optimize marketing efficiency.portfolio.
Operations and technology expense increased to $75.8$74.9 million in the current quarter compared to $62.5$63.7 million in the prior year quarter, due primarily to higher variable costs, particularly underwriting costs, computer and software maintenance, and personnel costs and other selling expenses as a result of increases in originations and the size of the loan portfolio. As a percentage of revenue, operations and technology expense increaseddecreased slightly to 8.7%8.1% in the current year quarter from 8.4%8.3% in the prior year quarter due primarily to slightlygrowth higherin underwritingrevenue outpacing personnel costs.
General and administrative expense increased to $47.8$44.1 million in the current quarter compared to $42.5$40.5 million in the prior year quarter due primarily to higher personnel costs and $2.7 million in transaction-related costs associated with the acquisition of Grasshopper. As a percentage of revenue, general and administrative expense decreased to 5.5%4.7% in the current year quarter from 5.7%5.3% in the prior year quarter, as increased originations and revenues outpaced fixed costs.
Depreciation and amortization expense decreased $1.1$2.0 million or 11.5%18.7% compared to the prior year quarter driven primarily by certain intangible assets reaching the end of their amortizable lives between quarters, partially offset by general growth in the business and additional internally-developed software placed into service.quarters.
The effective tax rate of 19.3%25.0% in the current quarter was lowerhigher than the 19.9%24.6% rate recorded in the prior year quarter. The lowerslightly higher effective tax rate is primarily due to higheradditional excessstate tax benefitsattributes onthat stockwere compensationgenerated duefrom tolegal stockentity pricerestructuring appreciationwhich and interest income on a federal income tax refund in the current quarter,were partially offset by increasedunfavorable intereststate expenserate onchanges unrecognizedin taxthe benefits.prior year quarter.
SIX MONTHS ENDED JUNE 30, 2026 COMPARED TO SIX MONTHS ENDED JUNE 30, 2025
Revenue and Net Revenue
Revenue increased $294.5 million, or 19.5%, to $1,804.1 million for the six-month period ended June 30, 2026, or current six-month period, as compared to $1,509.6 million for the six-month period ended June 30, 2025, or prior year six-month period. The increase was driven by a 35.8% increase in revenue from our small business portfolio and a 7.5% increase in revenue from our consumer portfolio as higher levels of originations have led to higher loan balances for both portfolios.
Net revenue for the current six-month period was $1,097.1 million compared to $867.6 million for the prior year six-month period. Our consolidated net revenue margin was 60.8% for the current six-month period, as compared to 57.5% for the prior year six-month period. The increase was driven by an increase in net revenue margin in the consumer portfolio as well as a mix shift toward the small business portfolio, which generally has a higher net revenue margin compared to the consumer portfolio.
The following table sets forth the components of revenue and net revenue, separated by product for the current six-month period and the prior year six-month period (dollars in thousands):
Revenue generated from the Company’s operations for the current six-month period and the prior year six-month period was as follows (in thousands):
Average Loan and Finance Receivable Origination
The average loan and finance receivable origination amount is calculated as the total amount of combined loans and finance receivables originated, renewed and purchased for the period divided by the total number of combined loans and finance receivables originated, renewed and purchased for the period. The following table shows the average loan and finance receivable origination amount by product for the current six-month period compared to the prior year six-month period:
(a) The disclosure regarding the average loan origination amount is statistical data that is not included in our consolidated financial statements.
(b) Includes loans guaranteed by us, which represent loans originated by third-party lenders through the CSO program that we have not yet purchased and, therefore, are not included in our consolidated financial statements.
(c) Represents the average amount of each incremental draw on line of credit accounts.
The average loan and finance receivable origination amount increased to $2,038 from $1,706 during the current six-month period compared to the prior year six-month period, due primarily to a higher proportion of loans originated in the small business portfolio, the average size of which greatly exceeds the average size of loans originated in the consumer portfolio. The average loan and finance receivable origination amount for the small business portfolio decreased during the current six-month period compared to the prior year six-month period due primarily to a higher proportion of line of credit draws, which are lower on average compared to installment loan originations.
Total operating expenses increased $141.2 million, or 27.6%, to $652.8 million in the current six-month period, compared to $511.6 million in the prior year six-month period.
Marketing expense increased to $393.0 million in the current six-month period compared to $282.1 million in the prior year six-month period. The increase was due primarily to growth in the overall business with higher commissionable originations in our small business portfolio and higher online advertising costs intended to capture increasing market demand for both our consumer and small business loan products, partially offset by lower spend in certain channels and media as we optimize marketing efficiency.
Operations and technology expense increased to $150.6 million in the current six-month period compared to $126.1 million in the prior year six-month period, due primarily to higher variable costs, particularly underwriting costs, personnel costs and computer and software maintenance expenses as a result of increases in originations and the size of the loan portfolio. As a percentage of revenue, operations and technology expense decreased slightly to 8.3% in the current six-month period from 8.4% in the prior year six-month period, as increased originations and revenues outpaced fixed costs.
General and administrative expense increased $8.9 million, or 10.7%, to $91.9 million in the current six-month period compared to $83.0 million in the prior year six-month period, due primarily to $4.1 million in transaction-related costs associated with the acquisition of Grasshopper as well as higher personnel costs. As a percentage of revenue, general and administrative expense decreased to 5.1% in the current six-month period from 5.5% in the prior year six-month period, as increased originations and revenues outpaced fixed costs.
Depreciation and amortization expense decreased $3.1 million or 15.1% compared to the prior year six-month period driven primarily by certain intangible assets reaching the end of their amortizable lives between periods.
Nonoperating Items
Interest expense, net increased $28.6 million, or 17.5%, to $191.9 million in the current six-month period compared to $163.3 million in the prior year six-month period. The increase was due primarily to an increase of $1,032.3 million in the average amount of debt outstanding to $4,782.7 million during the current six-month period from $3,750.4 million during the prior year six-month period, partially offset by a decrease in the weighted average interest rate on our outstanding debt to 8.14% during the current six-month period from 8.84% during the prior year six-month period resulting primarily from year-over-year decreases in benchmark rates.
Provision for Income Taxes
The effective tax rate of 22.5% in the current six-month period was relatively flat compared to the effective tax rate of 22.4% in the prior year six-month period.
Net Income
Net income increased $47.1 million, or 31.6%, to $196.2 million during the current six-month period compared to $149.1 million during the prior year six-month period. The increase was due primarily to an increase in income from operations due primarily to overall growth in the business driving an increase in net revenue and lower operating expenses as a percentage of revenue, partially offset by higher interest expense as a result of an increase in the average amount of debt outstanding.
We seek to maintain a stable and flexible balance sheet to ensure that liquidity and funding are available to meet our business obligations. As of MarchJune 31,30, 2026, we had cash, cash equivalents, and restricted cash of $421.4$465.2 million, of which $325.2$343.0 million was restricted, compared to $407.9 million, of which $336.2 million was restricted, as of December 31, 2025. During the threesix months ended MarchJune 31,30, 2026, we increased the borrowing capacity of two consumer loan securitization facilities by a total of $125.0 million and increased the borrowing capacity of two small business loan securitization facilities by a total of $252.0 million. As of MarchJune 31,30, 2026, we had aggregate funding capacity of $654.3$450.6 million. Based on numerous stressed-case modeling scenarios, we believe we have sufficient liquidity to run our operations for the foreseeable future. Further, we have no recourse debt obligations scheduled to mature until December 2028. As part of our capital and liquidity management, we may from time to time acquire our outstanding debt securities, including through redemptions, tender offers, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws and in compliance with the indentures governing our outstanding debt securities, upon such terms and at such prices as we may determine.
We have a secured revolving credit facility (the “Credit Agreement”) that we utilize for general corporate purposes, which may include funding loan originations and providing liquidity for short-term working capital needs. On August 28, 2025, we amended the Credit Agreement to, among other changes, increase the total commitment amount from $665.0 million to $825.0 million, extend the maturity date from June 2026 to August 2029 and reduce the interest rate, as applicable, from the base rate plus 0.75% to the base rate plus 0.50% and from the SOFR rate plus 3.50% to the SOFR rate plus 3.25%. In addition to customary fees for a credit facility of this size and type, the Credit Agreement provides for payment of a commitment fee calculated with respect to the unused portion of the commitment, and ranges from 0.15% per annum to 0.50% per annum depending on usage. As of AprilJuly 20, 2026, our available borrowings under the Credit Agreement were $293.6$164.6 million. We also utilize several loan securitization facilities and asset-backed notes to fund our growth, primarily in our near-prime consumer loan and small business loan portfolios, which provide funding capacity of $359.7$148.0 million as of AprilJuly 20, 2026. We expect that our operating needs, including satisfying our obligations under our debt agreements and funding our working capital growth, will be satisfied by a combination of cash flows from operations, borrowings under the Credit Agreement, or any refinancing, replacement thereof or increase in borrowings thereunder, and securitization or sale of loans and finance receivables under our consumer and small business loan securitization facilities.
As of MarchJune 31,30, 2026, we were in compliance with all financial ratios and covenants set forth in our debt agreements. Unexpected changes in our financial condition or other unforeseen factors may result in our inability to obtain third-party financing or could increase our borrowing costs in the future. To the extent we experience short-term or long-term funding disruptions, we have the ability to adjust our volume of lending and financing to consumers and small businesses that would reduce cash outflow requirements while increasing cash inflows through repayments. Additional alternatives may include the securitization or sale of assets, increased borrowings under the Credit Agreement, or any refinancing or replacement thereof, and reductions in capital spending, which could be expected to generate additional liquidity.
Total stockholders’ equity was $1,401.8$1,497.1 million at MarchJune 31,30, 2026 compared to $1,336.7 million at December 31, 2025. The increase of stockholders’ equity was driven primarily by net income for the threesix months ended MarchJune 31,30, 2026 and, to a lesser extent, stock-based compensation expense, partially offset by repurchases of our outstanding common stock, which is discussed in more detail below. Our book value per share outstanding increased to $56.25$60.16 at MarchJune 31,30, 2026 from $54.08 at December 31, 2025, which was primarily driven by net income, partially offset by share repurchases.
On August 12, 2024, we announced the Board of Directors authorized a new share repurchase program totaling $300.0 million through December 31, 2025 (the “August 2024 Authorization”), which replaced the prior share repurchase authorization. On November 12, 2025, we announced the Board of Directors authorized a new share repurchase program totaling $400.0 million through June 30, 2027 (the “November 2025 Authorization”), which replaced the August 2024 Authorization, under which the Company had repurchased $238.9 million of common stock. As of MarchJune 31,30, 2026, the Company had repurchased $32.2$51.4 million of common stock under the November 2025 Authorization. Repurchases under our repurchase programs are made from time to time in accordance with applicable securities laws in the open market, through privately negotiated transactions or otherwise. The share repurchase programs do not obligate us to purchase any shares of our common stock. The November 2025 Authorization may be terminated, increased or decreased by the Board of Directors in its discretion at any time. During the threesix months ended MarchJune 31,30, 2026, we had $15.6$34.8 million in repurchases of common stock under our share repurchase program.
The following table summarizes our debt facilities as of MarchJune 31,30, 2026 (dollars in thousands):
(a) The weighted average interest rate is determined based on the rates and principal balances on MarchJune 31,30, 2026. It does not include the impact of the amortization of deferred loan origination costs or debt discounts.
ENVA insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 12 filings (5 insiders, 15 trade dates, 176,001 shares, about $34.7M; 5 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -176,001 (purchases minus sales); net value about -$34.7M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-17 | Fisher David |
Open-market sale |
20,750 | $178.24 | $3.7M |
| 2026-09-17 | Fisher David |
Option exercise |
20,750 | $20.73 | $430.1K |
| 2026-08-26 | Fisher David |
Open-market sale |
9,078 | $239.16 | $2.2M |
| 2026-08-26 | Fisher David |
Option exercise |
9,078 | $20.73 | $188.2K |
| 2026-08-25 | Fisher David |
Open-market sale |
9,491 | $244.01 | $2.3M |
| 2026-08-25 | Fisher David |
Option exercise |
9,491 | $20.73 | $196.7K |
| 2026-08-05 | Veltre Maria |
Grant/award | 772 | — | — |
| 2026-07-15 | Fisher David |
Option exercise |
11,494 | $20.73 | $238.3K |
| 2026-07-15 | Fisher David |
Open-market sale |
11,494 | $231.45 | $2.7M |
| 2026-07-14 | Fisher David |
Open-market sale |
17,006 | $231.51 | $3.9M |
| 2026-07-14 | Fisher David |
Option exercise |
17,006 | $20.73 | $352.5K |
| 2026-06-18 | Tebbe Mark |
Open-market sale | 20,000 | $201.37 | $4.0M |
| 2026-06-17 | Fisher David |
Open-market sale |
33,060 | $199.05 | $6.6M |
| 2026-06-17 | Fisher David |
Option exercise |
33,060 | $20.73 | $685.3K |
| 2026-06-16 | Goodyear William M |
Open-market sale | 3,500 | $188.02 | $658.1K |
| 2026-06-12 | Goodyear William M |
Gift | 8,437 | — | — |
| 2026-06-01 | Goodyear William M |
Open-market sale | 5,983 | $163.13 | $976.0K |
| 2026-05-29 | Rice Linda Johnson |
Open-market sale | 1,300 | $161.20 | $209.6K |
| 2026-05-22 | Fisher David |
Open-market sale |
3,076 | $158.45 | $487.4K |
| 2026-05-22 | Fisher David |
Option exercise |
3,076 | $20.73 | $63.8K |
| 2026-05-21 | Fisher David |
Open-market sale |
7,180 | $160.37 | $1.2M |
| 2026-05-21 | Fisher David |
Option exercise |
7,180 | $20.73 | $148.8K |
| 2026-05-18 | Goodyear William M |
Open-market sale | 6,231 | $166.08 | $1.0M |
| 2026-05-13 | Kaplan Gregg A. |
Grant/award | 1,320 | — | — |
| 2026-05-13 | Gray James A |
Grant/award | 1,320 | — | — |
| 2026-05-13 | Goodyear William M |
Grant/award | 1,320 | — | — |
| 2026-05-13 | Rice Linda Johnson |
Grant/award | 1,320 | — | — |
| 2026-05-13 | Mcgowan Mark |
Grant/award | 1,320 | — | — |
| 2026-05-13 | Tebbe Mark |
Grant/award | 1,320 | — | — |
| 2026-05-13 | Corby Lindsay Y |
Grant/award | 1,320 | — | — |
| 2026-05-13 | Feehan Daniel R |
Grant/award | 1,320 | — | — |
| 2026-05-13 | Carnahan Ellen |
Grant/award | 1,320 | — | — |
| 2026-05-10 | Cornelis Scott |
Shares withheld for tax | 544 | $174.90 | $95.1K |
| 2026-05-07 | Fisher David |
Open-market sale | 20,000 | $173.18 | $3.5M |
| 2026-04-28 | Cunningham Steven E |
Open-market sale | 4,156 | $175.50 | $729.4K |
| 2026-04-28 | Cunningham Steven E |
Open-market sale | 3,696 | $175.50 | $648.6K |
| 2026-04-28 | Cunningham Steven E |
Option exercise | 3,696 | $31.98 | $118.2K |
Well-known investors holding ENVA (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Renaissance Technologies | 2026-06-30 | 777,294 | $187.1M | 0.26% | Added 4% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 107,594 | $25.9M | 0.01% | Reduced 3% |
| Two Sigma Investments | 2026-06-30 | 103,690 | $25.0M | 0.02% | Added 22% |
| Millennium Management (Israel Englander) | 2026-06-30 | 79,891 | $19.2M | 0.01% | Reduced 25% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 24,603 | $3.3M | — | Sold out |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 12,993 | $3.1M | 0.0% | Reduced 51% |
| D. E. Shaw & Co. | 2026-06-30 | 3,471 | $835.6K | 0.0% | Reduced 23% |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 1,734 | $417.4K | 0.0% | No change |