Full text
Our Mission
Helping hardworking people get access to fast, trustworthy credit.
Dear Fellow Shareholders,
2025 was a landmark year for Enova, defined by the strongest financial results in
our history and a strategic acquisition that will redefine our future. Our diversified
product offerings, disciplined execution, flexible online-only model, proven risk
management and experienced team continued to differentiate our performance. We
also announced the acquisition of Grasshopper Bancorp, which will allow Enova to
become a nationally chartered digital bank and lays the foundation for our future
transformation and growth. This combination unites our world-class technology and
lending capabilities with a national banking infrastructure, expanding our ability to
better serve the millions of consumers and small businesses historically overlooked
by traditional banks with a more comprehensive suite of financial products.
For over 20 years, Enova has served over 14 million customers and originated
approximately $67 billion in loans and financing.1 We have completed nearly 70
million transactions and accumulated more than 95 terabytes of customer behavior
data, allowing us to continually refine our underwriting and grow responsibly.
Our team of 1,836 employees is the backbone of our success, and their dedication
continues to drive us forward.
Over the course of 2025, our portfolio grew to nearly $5
14
billion as we delivered record revenue and originations, OVER
and for the second consecutive year, we generated
adjusted earnings per share (EPS) growth of greater than
30%. 2 Revenue increased 19%, and through continued
credit discipline and operational efficiency, adjusted
EPS increased 42%. These results reflect the strength of
our diversified product offerings, our scalable online- MILLION
only operating model, and our proprietary technology CUSTOMERS
and analytics, which continue to enable us to grow SERVED
responsibly while maintaining stable credit performance.
1 Includes OnDeck originations prior to October 13, 2020. 2 Non-GAAP measure.
2025 ENOVA ANNUAL REPORT i
SOLID CREDIT HIGHLY FLEXIBLE
QUALITY ONLINE-ONLY
ACROSS OUR PORTFOLIO BUSINESS MODEL
Enova Cumulative Originations 1,2
69.3M
65.0M
$54.0B
61.1M
58.2M
55.7M
53.5M $46.3B
51.4M
47.5M
$40.2B
43.2M
$35.4B
39.3M
35.5M $30.9B
31.9M $27.8B
$26.5B
$24.0B
27.4M
$21.5B
22.5M $19.3B
$17.3B
$15.3B
$13.1B
$10.5B
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Cumulative Originations $ Cumulative Originations #
1 Includes discontinued operations through 2018.
2 Enova includes OnDeck beginning October 2020.
21-YEAR HISTORY OF PROFITABLY LENDING
THROUGH CREDIT CYCLES WITH PROVEN UNIT ECONOMICS
Our diversified portfolio remains the bedrock of Enova’s consistent, high-quality
growth. At the end of 2025, our small business products represented 68% of our
total portfolio, and consumer products represented 32%. Small business revenue
increased 31% compared to 2024, while originations rose 36% to a record $5.5
billion. Small businesses are essential drivers of economic vitality and Enova is
proud to support over 900 industries, serving a vast and vibrant cross-section of the
economy by providing the vital capital for growth.
DIVERSIFIED SMB PORTFOLIO
ACROSS 900+ INDUSTRIES
BALANCED GROWTH AND EXECUTION
Enova’s Businesses
2025 ENOVA ANNUAL REPORT iii
Our consumer business continued to demonstrate strong demand and disciplined
growth. Revenue from consumer loans and finance receivables increased 11%
compared to 2024, and originations rose 9% to nearly $2.3 billion. By combining
advanced analytics with a customer-first mindset, we meet our customers where they
are — delivering transparent, accessible products designed to help them manage
their immediate needs while building a path toward long-term financial confidence.
MEETING THE NEEDS
OF UNDERSERVED POPULATIONS
Combined Receivables and Returns 1,2
$6,000 45%
40%
$5,000
35%
$4,000 30%
25%
$3,000
20%
$2,000 15%
10%
$1,000
5%
$0 0%
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Consumer Installment Loans Consumer Line of Credit Small Business Return on Equity %
1 Including loans issued as part of our CSO program and, through 2018, loans from discontinued operations.
2 Return on equity is based on trailing 12-month adjusted net income, a non-GAAP measure.
PROVEN TECHNOLOGY & ANALYTICS
POWERED BY PROPRIETARY TECHNOLOGY AND MACHINE LEARNING
EXPANDING BANKING ACCESS TO MILLIONS
THROUGH ACQUISITION OF GRASSHOPPER BANK
Our solid balance sheet and robust liquidity position have enabled us to navigate a
range of operating environments while delivering on our commitment to drive long-
term shareholder value through both continued investments in our business and share
repurchases. During 2025, we repurchased 1.8 million shares at a cost of approximately
$190 million. Our capital allocation priorities remain focused on maintaining balance
sheet strength and financial flexibility, while continuing to opportunistically return
capital and support our valuation through share repurchases. We continue to believe
there is additional value inherent in the company given our consistent execution
and expectations for continued profitable growth, especially with our expected
transformation to a nationally-chartered digital bank during the second half of 2026.
Loan Performance
Consumer Portfolio1,2,3
20%
15%
10%
5%
—%
Q1 Q 2 Q 3 Q 4 Q 1 Q 2 Q 3 Q 4 Q 1 Q 2 Q 3 Q 4 Q 1 Q 2 Q 3 Q 4 Q 1 Q 2 Q 3 Q Q Q Q Q
4 1 2 3 4
20 20 20 20 21 21 21 21 22 22 22 22 23 23 23 23 24 24 24 24 25 25 25 25
20 20 20 20 20 20 20 20 20 20 20 20 20 20 20 20 20 20 20 20 20 20 20 20
!GD\VGHOLQTXHQWDVDRIFRPELQHGORDQDQGȴQDQFHUHFHLYDEOHEDODQFH &KDUJHRV QHWUHFRYHULHV DVDRIDYHUDJHFRPELQHGORDQDQGȴQDQFHUHFHLYDEOHEDODQFH
Small Business Portfolio 4,5
20%
15%
10%
5%
—%
Q1 Q 2 Q 3 Q 4 Q 1 Q 2 Q 3 Q 4 Q 1 Q 2 Q 3 Q 4 Q 1 Q 2 Q 3 Q 4 Q 1 Q 2 Q 3 Q Q Q Q Q
4 1 2 3 4
20 20 20 20 21 21 21 21 22 22 22 22 23 23 23 23 24 24 24 24 25 25 25 25
20 20 20 20 20 20 20 20 20 20 20 20 20 20 20 20 20 20 20 20 20 20 20 20
!GD\VGHOLQTXHQWDVDRIORDQDQGȴQDQFHUHFHLYDEOHEDODQFH &KDUJHRV QHWUHFRYHULHV DVDRIDYHUDJHORDQDQGȴQDQFHUHFHLYDEOHEDODQFH
1 Amounts as a % of combined loan and receivable balance are determined 4 $PRXQWVDVDRIORDQDQGQDQFHUHFHLYDEOHEDODQFHDUHGHWHUPLQHGXVLQJ
using period-end balances. period-end balances. Includes OnDeck data beginning October 2020.
2 &RPELQHGORDQDQGQDQFHUHFHLYDEOHLVDQRQ*$$3PHDVXUH 5 7KHDYHUDJHORDQDQGQDQFHUHFHLYDEOHEDODQFHLVWKHDYHUDJHRIWKHPRQWK
3 7KHDYHUDJHFRPELQHGORDQDQGQDQFHUHFHLYDEOHEDODQFHLVWKHDYHUDJH end balances during the period. Includes OnDeck data beginning October 2020.
of the month-end balances during the period.
2025 ENOVA ANNUAL REPORT v
Enova Values
Enova’s success in 2025 would not have been achievable without the industry-leading
team we have built. Through our core values — Customer First, Accountable for
Results, Operate as an Owner, Top Talent and Teamwork, and Best Answer Wins — we
encourage our teams to challenge assumptions and continuously improve how we
work. Innovation is at the core of who we are, and it is matched by a deep commitment
to accountability and integrity. We’re excited to celebrate our 13-year streak on
Computerworld’s 2026 Best Places to Work in IT list, as well as being recognized on Built
In’s Best Places to Work in Chicago, New York and Colorado. These recognitions reflect
the creativity, teamwork and passion that fuel our teams. I am incredibly grateful to
our team for their efforts, and I look forward to another great year ahead.
Gross AR Diversification by Revenue Diversification by
Product Type Product Type
Other 1.3%
Consumer Line of
Credit
20.0%
Small Business
Consumer
Installment Loans
Funding Mix and Capacity 1 43.2%
Consumer
Small Business 55.5%
12.4%
67.6%
Revolver Revolving
Utilized Capacity
Senior $596 $649
Note 2028
$400
Senior
AS OF DECEMBER 31, 2025 Note 2029
YEAR ENDED DECEMBER 31, 2025
$500 Term ABS
$1,559
Secured
Warehouses
$1,470
AS OF DECEMBER 31, 2025
1 7RWDO86GHEWRXWVWDQGLQJDW'HFRI%LQFOXGLQJ0/HWWHUVRI&UHGLWLQWKH5HYROYHU6RXUFHVGRQRWLQFOXGHODVWWZHOYHPRQWKVRSHUDWLQJFDVKΌRZ
of $1.819B and unrestricted and restricted cash/cash equivalents of $408M as of Dec. 31, 2025.
We enter 2026 with considerable momentum and are well positioned to deliver
another year of meaningful growth in originations, revenue and adjusted EPS.
Our diversified product offerings — spanning multiple credit types, customer
segments and geographies — allow us to meet customers where they are and
adapt to changing market needs. This diversity, combined with our deep experience
in the non-prime space and our disciplined unit economics, has built a resilient
business capable of generating consistent results across a wide range of operating
environments. As we move toward closing the Grasshopper Bank acquisition, we are
not just expanding our capabilities; we are completing a strategic transformation
that will solidif y Enova’s position as a premier, tech-driven financial institution
dedicated to empowering the underserved for years to come.
2025 was a testament to the strength of our strategy and culture of execution. As
we look ahead, we remain focused on driving sustainable, profitable growth and
unlocking long-term value for our shareholders. We are grateful for your continued
trust and are more confident than ever in the path we are building together.
Thank you for your continued support and investment in Enova.
Steve Cunningham
Chief Executive Officer
Enova International, Inc.
2025 Facts
Total Revenue of (QGLQΑ5HFHLYDEOHVRI
$3.2 billion $4.9 billion
Resilient Balance Sheet 7RWDO&RPSDQ\2ULΑLQDWLRQV
:LWK6WURQΑ/LTXLGLW\RI
$7.7 billion
$1.1 billion
1
27% Growth Year-Over-Year
1 Derived from $72M unrestricted cash + $336M restricted cash + $14M marketable securities + $649M warehouses/revolver.
2025 ENOVA ANNUAL REPORT vii
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
շ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
OR
ն TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-35503
Enova International, Inc.
(Exact name of registrant as specified in its charter)
Delaware 45-3190813
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
175 West Jackson Blvd.
Chicago, Illinois 60604
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
(312) 568-4200
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Common Stock, $.00001 par value per share ENVA New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ն No շ
Indicate by check if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ն No շ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes շ No ն
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter time that the registrant was required to submit such files). Yes շ No ն
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the
Exchange Act.
Large accelerated filer շ Accelerated filer ն
Non-accelerated filer ն Smaller reporting company ն
Emerging growth company ն
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ն
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
շ
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect
the correction of an error to previously issued financial statements. ն
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of
the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ն
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ն No շ
The aggregate market value of 23,940,686 shares of the registrant’s common stock, par value $0.00001 per share, held by non-affiliates on June 30, 2025 was
approximately $2,669,865,303.
At February 17, 2026 there were 25,010,319 shares of the registrant’s Common Stock, $0.00001 par value per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company’s Proxy Statement for the 2026 Annual Meeting of stockholders are incorporated by reference into Part III of this report.
ENOVA INTERNATIONAL, INC.
YEAR ENDED DECEMBER 31, 2025
INDEX TO FORM 10-K
PART I
Item 1. Business ........................................................................................................................................................... 1
Item 1A. Risk Factors ..................................................................................................................................................... 16
Item 1B. Unresolved Staff Comments ............................................................................................................................ 40
Item 1C. Cybersecurity ................................................................................................................................................... 40
Item 2. Properties ......................................................................................................................................................... 41
Item 3. Legal Proceedings............................................................................................................................................ 42
Item 4. Mine Safety Disclosures .................................................................................................................................. 42
PART II
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity
Securities.......................................................................................................................................................... 43
Item 6. Reserved .......................................................................................................................................................... 44
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.......................... 45
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.......................................................................... 65
Item 8. Financial Statements and Supplementary Data ............................................................................................... 66
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ......................... 106
Item 9A. Controls and Procedures .................................................................................................................................. 106
Item 9B. Other Information ............................................................................................................................................ 106
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections............................................................. 107
PART III
Item 10. Directors, Executive Officers and Corporate Governance .............................................................................. 108
Item 11. Executive Compensation ................................................................................................................................. 108
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters ....... 108
Item 13. Certain Relationships and Related Transactions, and Director Independence ................................................ 109
Item 14. Principal Accountant Fees and Services .......................................................................................................... 109
PART IV
Item 15. Exhibits, Financial Statement Schedules ......................................................................................................... 110
Item 16. Form 10-K Summary ....................................................................................................................................... 118
SIGNATURES............................................................................................................................................................................ 119
CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE RESULTS
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. You should not place undue reliance on these statements. These forward-looking statements give
current expectations or forecasts of future events and reflect the views and assumptions of senior management with respect to the
business, financial condition, operations and prospects of Enova International, Inc. and its subsidiaries (collectively, the “Company”).
When used in this report, terms such as “believes,” “estimates,” “should,” “could,” “would,” “plans,” “expects,” “intends,”
“anticipates,” “may,” “forecast,” “project” and similar expressions or variations as they relate to the Company or its management are
intended to identify forward-looking statements. Forward-looking statements address matters that involve risks and uncertainties that
are beyond the ability of the Company to control and, in some cases, predict. Accordingly, there are or will be important factors that
could cause the Company’s actual results to differ materially from those indicated in these statements. Key factors that could cause the
Company’s actual financial results, performance or condition to differ from the expectations expressed or implied in such forward-
looking statements include, but are not limited to, the following:
• the effect of laws and regulations targeting our industry that directly or indirectly regulate or prohibit our operations or render
them unprofitable or impractical;
• the effect of and compliance with domestic and international consumer credit, tax and other laws and government rules and
regulations applicable to our business, including changes in such laws, rules and regulations, or changes in the interpretation or
enforcement thereof, and the regulatory and examination authority of the Consumer Financial Protection Bureau with respect to
providers of consumer financial products and services in the United States;
• our ability to consummate the pending acquisition of Grasshopper Bancorp, Inc. and Grasshopper Bank (collectively,
“Grasshopper”) and, if consummated, to successfully integrate Grasshopper Bank’s insured bank functionality into our business
and satisfy new regulatory requirements associated with owning an insured bank;
• the possibility that the anticipated benefits and synergies of the Grasshopper transaction are not realized when expected or at all,
and that the proposed transaction may be more expensive to complete than anticipated, as well as the diversion of management’s
attention prior to and following the consummation of the transaction from ongoing business operations and opportunities;
• the effect of and compliance with enforcement actions, orders and agreements issued by applicable regulators;
• changes in federal or state laws or regulations, or judicial decisions involving licensing or supervision of commercial lenders,
interest rate limitations, the enforceability of choice of law provisions in loan agreements, the validity of bank sponsor
partnerships, the use of brokers or other significant changes;
• our ability to process or collect loans and finance receivables through the Automated Clearing House system;
• the deterioration of the political, regulatory or economic environment in countries where we operate or in the future may
operate;
• the actions of third parties who provide, acquire or offer products and services to, from or for us;
• public and regulatory perception of the consumer loan business, small business financing and our business practices;
• the effect of any current or future litigation proceedings and any judicial decisions or rulemaking that affects us, our products or
the legality or enforceability of our arbitration agreements;
• changes in demand for our services, changes in competition and the continued acceptance of the online channel by our
customers;
• changes in our ability to satisfy our debt obligations or to refinance existing debt obligations or obtain new capital to finance
growth;
• a prolonged interruption in the operations of our facilities, systems and business functions, including our information technology
and other business systems;
• compliance with laws and regulations applicable to our international operations, including anti-corruption laws such as the
Foreign Corrupt Practices Act and international anti-money laundering, trade and economic sanctions laws;
• our ability to attract and retain qualified officers;
• impacts on our business as the result of the January 2026 executive management changes;
• cyber-attacks or security breaches;
• acts of God, war or terrorism, pandemics and other events;
• inflation, interest rate and foreign currency exchange rate fluctuations;
• changes or adverse volatility in the capital markets, including the debt and equity markets;
• the effect of any of the above changes on our business or the markets in which we operate;
• the impact of shifting or uncertain economic conditions on our business and on our consumer and small business customers;
• risks related to any other acquisitions the Company may undertake in the future, including that the Company will not be able to
successfully integrate any such acquired companies or that costs associated with such integration are higher than anticipated;
• the cost savings, synergies, growth and cash flows anticipated from any such acquisitions will not be fully realized or will take
longer to realize than expected;
• litigation risk related to acquisitions; and
• other risks and uncertainties described herein.
The foregoing list of factors is not exhaustive and new factors may emerge or changes to these factors may occur that would impact
the Company’s business and cause actual results to differ materially from those expressed in any of our forward-looking statements.
Additional information regarding these and other factors may be contained in the Company’s filings with the Securities and Exchange
Commission (the “SEC”), including on Forms 10-Q and 8-K. Readers of this report are encouraged to review all of the Risk Factors
contained in Part I, Item 1A. Risk Factors to obtain more detail about the Company’s risks and uncertainties. All forward-looking
statements involve risks, assumptions and uncertainties. The occurrence of the events described, and the achievement of the expected
results, depends on many events, some or all of which are not predictable or within the Company’s control. If one or more events
related to these or other risks or uncertainties materialize, or if management’s underlying assumptions prove to be incorrect, actual
results may differ materially from what the Company anticipates. The forward-looking statements in this report are made as of the
date of this report, and the Company disclaims any intention or obligation to update or revise any forward-looking statements to
reflect events or circumstances occurring after the date of this report. All forward-looking statements in this report are expressly
qualified in their entirety by the foregoing cautionary statements.
PART I
ITEM 1. BUSINESS
Overview
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. As of December 31, 2025, we offered or arranged loans or draws on
lines of credit to consumers in 37 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
December 31, 2025, we have completed approximately 69.3 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.
We believe our customers highly value our products and services as an important component of their personal or business finances
because our products are convenient, quick and often less expensive than other available alternatives. We attribute the success of our
business to our advanced and innovative technology systems, the proprietary analytical models we use to predict the performance of
loans and finance receivables, our sophisticated customer acquisition programs, our dedication to customer service and our talented
employees.
We have developed proprietary underwriting systems based on data we have collected over our more than 21 years of experience.
These systems employ advanced risk analytics, including machine learning and artificial intelligence, to decide whether to approve
financing transactions, to structure the amount and terms of the financings we offer pursuant to jurisdiction-specific regulations and to
provide customers with their funds quickly and efficiently. Our systems closely monitor collection and portfolio performance data that
we use to continually refine machine learning-enabled analytical models and statistical measures used in making our credit, purchase,
marketing and collection decisions. Approximately 90% of models used in our analytical environment are machine learning-enabled.
Our flexible and scalable technology platforms allow us to process and complete customers’ transactions quickly and efficiently. In
2025, we processed approximately 4.3 million transactions, and we continue to grow our loan and finance receivable portfolios and
increase the number of customers we serve through desktop, tablet and mobile platforms. Our highly customizable technology
platforms allow us to efficiently develop and deploy new products to adapt to evolving regulatory requirements and consumer
preference, and to enter new markets quickly. In October 2020, we acquired, through a merger, On Deck Capital Inc. (“OnDeck”), a
small business lending company offering lending and funding solutions to small businesses, to expand our small business offerings. In
March 2021, we acquired Pangea Universal Holdings (“Pangea”), which provides mobile international money transfer services to
customers in the U.S with a focus on Latin America and Asia. These products and services have allowed us to further diversify our
product offerings and customer base.
We have been able to consistently acquire new customers and successfully generate repeat business from returning customers when
they need financing. We believe our customers are loyal to us because they are satisfied with our products and services. We acquire
new customers from a variety of sources, including visits to our own websites, mobile sites or applications, and through direct
marketing, affiliate marketing, lead providers and relationships with other lenders. We believe that the online convenience of our
products and our 24/7 availability to accept applications with quick approval decisions are important to our customers.
Once a potential customer submits an application, we quickly provide a credit or purchase decision. If a loan or financing is approved,
we or our lending partner typically fund the loan or financing the next business day or, in some cases, the same day. During the entire
process, from application through payment, we provide access to our well-trained customer service team. All of our operations, from
customer acquisition through collections, are structured to build customer satisfaction and loyalty, in the event that a customer has a
need for our products in the future. We have developed a series of sophisticated proprietary scoring models to support our various
products. We believe that these models are an integral component of our operations and allow us to complete a high volume of
customer transactions while actively managing risk and the related credit quality of our loan and finance receivable portfolios. We
believe our successful application of these technological innovations differentiates our capabilities relative to competing platforms as
evidenced by our history of strong growth and stable credit quality.
1
Products and Services
Our online financing products and services provide customers with a deposit of funds to their bank account in exchange for a
commitment to repay the amount deposited plus fees and/or interest. We originate, arrange, guarantee, purchase or purchase a
participating interest in installment loans and line of credit accounts to consumers and small businesses. We have one reportable
segment that includes all of our online financial services. Our loans and finance receivables generally have regular payments that
amortize principal. Interest income is generally recognized on an effective, non-accelerated yield basis over the contractual term of the
installment loan or estimated outstanding period of the draw on line of credit accounts.
Consumer installment loans. Certain subsidiaries (i) directly offer installment loans, (ii) as part of our Bank Programs, as discussed
below, purchase, or purchase a participating interest in, installment loans or (iii) as part of our CSO program, arrange and guarantee
installment loans, as discussed below, to consumers in 37 states in the United States. Internationally, we also offer or arrange
unsecured consumer installment loan products in Brazil. Terms for our consumer installment loan products range between 3 and 60
months with an average contractual term of 39 months. These loans have regular payments that amortize principal. Loan sizes for
these products range between $300 and $10,000. The majority of these loans accrue interest daily at a fixed rate for the life of the loan
and have no fees. The average annualized yield for these loans was 90% for the year ended December 31, 2025. Loans may be repaid
early at any time with no additional prepayment charges.
Small business installment loans. Certain subsidiaries offer, or arrange through our Bank Programs, small business installment loans
in 49 states and in Washington D.C. in the United States. Terms for these products range between 6 and 24 months with an average
contractual term of 15 months. These loans have regular payments that amortize principal. Loan sizes for these products range
between $5,000 and $400,000. There is generally a fee paid upon origination, and total interest is typically calculated at a fixed rate
for the life of the loan. A portion of the interest is forgivable if prepaid early, although we also offer a full prepayment forgiveness
option at a higher interest rate. The average annualized yield for these products was 48% for the year ended December 31, 2025.
Consumer line of credit accounts. Certain subsidiaries directly offer, or purchase participation interests in receivables through our
Bank Programs, new consumer line of credit accounts in 31 states (and continue to service existing line of credit accounts in two
additional states) in the United States. Line of credit accounts allow customers to draw on their unsecured line of credit in increments
of their choosing up to their credit limit, which ranges between $100 and $7,000. Customers may pay off their account balance in full
at any time or make required minimum payments in accordance with the terms of the line of credit account. The repayment period
varies depending upon certain factors, which may include outstanding principal and differences in minimum payment calculations by
product. Customers are typically charged a fee when funds are drawn and subsequently incur fee- or interest-based charges at a fixed
rate, depending upon the product and the state in which the customer resides. The average annualized yield for these products was
147% for the year ended December 31, 2025.
Small business line of credit accounts. Certain subsidiaries offer, or arrange through our Bank Programs, small business line of credit
accounts in 49 states and in Washington D.C. in the United States. Terms for these products range between 12 and 24 months with
regular payments that amortize principal. Loan sizes for these products range between $5,000 and $200,000. Interest is calculated at a
fixed rate based on the outstanding balance. There is generally no fee paid upon origination with the exception of one of our small
business line of credit products, which has an origination fee when allowed by state law. The average annualized yield for these
products was 49% for the year ended December 31, 2025.
CSO program. We currently operate a credit services organization or credit access business (“CSO”) program in Texas. Through our
CSO program, we provide services related to a third-party lender’s installment consumer loan products by acting as a credit services
organization or credit access business on behalf of consumers in accordance with applicable state laws. Services offered under our
CSO program include credit-related services such as arranging loans with an independent third-party lender and assisting in the
preparation of loan applications and loan documents (“CSO loans”). When a consumer executes an agreement with us under our CSO
program, we agree, for a fee payable to us by the consumer, to provide certain services, one of which is to guarantee the consumer’s
obligation to repay the loan received by the consumer from the third-party lender if the consumer fails to do so. For CSO loans, the
lender is responsible for providing the criteria by which the consumer’s application is underwritten and, if approved, determining the
amount of the consumer loan. We, in turn, are responsible for assessing whether or not we will guarantee such loan. The guarantee
represents an obligation to purchase the loan, which has terms of up to six months, if it goes into default.
As of December 31, 2025 and 2024, the outstanding amount of active and current consumer loans originated by third-party lenders
and guaranteed by us under the CSO program was $22.3 million and $23.8 million, respectively.
Bank programs. Certain subsidiaries operate programs with certain banks (“Bank Programs”) to provide marketing services and loan
servicing for certain installment loans and line of credit accounts. The Bank Programs that relate to the consumer portfolio in the
United States include near-prime unsecured installment loans and line of credit accounts for which our subsidiaries receive marketing
and servicing fees. The bank has the ability to sell, and the participating subsidiaries have the option, but not the requirement, to
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purchase the loans or a participating interest in receivables the bank originates. We do not guarantee the performance of the loans and
line of credit accounts originated by the bank. In conjunction with our Brazilian business, we also have a Bank Program with a
separate bank in Brazil whereby the bank has the authority to originate loans and collect a service fee. After origination, the loans are
purchased by us. The Bank Program that relates to the small business portfolio is with a separate bank and includes installment loans
and line of credit accounts. We receive marketing fees while the bank receives origination fees and certain program fees. The bank has
the ability to sell and we have the option, but not the requirement, to purchase the installment loans the bank originates and, in the case
of line of credit accounts, extensions under those line of credit accounts. We do not guarantee the performance of the loans or line of
credit accounts originated by the bank.
As of December 31, 2025, we operated programs with five separate bank partners. Purchases under these programs represented 31.6%
and 32.0% of our consolidated originations and purchases for the years ended December 31, 2025 and 2024, respectively.
Management does not deem there to be significant reliance on any of our banking partners.
Money transfer business. Under our Pangea brand, we operate a money transfer platform that allows customers to send money from
the United States to Mexico, other Latin American countries and Asia. The customer pays us in U.S. dollars, and we then make local
currency available to the intended recipient of the transfer in one of many termination countries. Our revenue model includes a fee per
transfer and an exchange rate spread. Our customers can access our proprietary platform via the website, Android app, or iOS (Apple)
app.
Our Markets
We currently provide our services in the following countries:
United States. We began our online business in the United States in May 2004. As of December 31, 2025, 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. The United States represented 97.5% of our total revenue
in 2025 and 98.0% of our total revenue in 2024.
Brazil. In June 2014, we launched our business in Brazil under the name Simplic at www.simplic.com.br, where we arrange unsecured
consumer installment loans for a third-party lender. We plan to continue to invest in and expand our financial services program in
Brazil. Brazil represented 2.4% of total revenue in 2025 and 1.9% of total revenue in 2024.
Key Financial and Operating Metrics
We have achieved significant growth since we began our online business as we have expanded our product offerings organically and
through strategic acquisitions. We measure our business using several financial and operating metrics. Our key metrics include
combined loans and finance receivables outstanding, in addition to other measures described under “Management’s Discussion and
Analysis of Financial Condition and Results of Operations.”
The breakout of the combined loans and finance receivables and revenue of our product offerings is set forth below:
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Our Industry
The internet has transformed how consumers and small businesses shop for and acquire products and services. According to a study
by the United Nations, 74% of the world’s population had access to the internet in 2025. Accompanying the rise in internet usage is
the continued disruption of storefront retail by e-commerce companies like Amazon, as consumers are routinely purchasing goods and
interacting with businesses online. The U.S. Census Bureau of the Department of Commerce reported e-commerce saw a 5.1%
increase in the third quarter of 2025 compared to 2024. According to the U.S. Census Bureau, e-commerce sales as a percent of total
quarterly retail sales in the United States accounted for 16.4% in the third quarter of 2025. In addition, a number of traditional
financial services, such as banking, bill payment and investing, have become widely available online. A November 2025 report by the
American Bankers Association found that approximately 76% of bank customers in a U.S. sample have used mobile apps or online
banking as a means of accessing banking services in the past 12 months. This level of use highlights the extent to which consumers
now accept the internet for conducting their financial transactions and are willing to entrust their financial information to online
companies. We believe the increased acceptance of online financial services has led to an increased demand for online lending and
financing, the benefits of which include customer privacy, easy access, security, 24/7 availability to apply for a loan or financing,
speed of funding and transparency of fees and interest.
We use the internet to serve the large and growing number of underbanked 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. In its Report on the Economic Well-Being of U.S. Households in 2024 published in May 2025, the Federal Reserve
noted that relatively small, unexpected expenses, such as a car repair or a modest medical bill, can be a hardship for many families and
that, when faced with a hypothetical expense of $400, 37 percent of adults said they could not cover it completely using cash, savings
or a credit card paid off at the end of the month, revealing the need for alternative sources. The Federal Reserve also reported that a
sizable portion of the population (17%) is unbanked or underbanked. In 2025, according to the same study, the Federal Reserve also
reported a 2% decrease in the origination of new consumer credit over the past 12 months.
Small businesses are also impeded by a lack of access to credit from traditional lenders. According to a 2025 study by the Federal
Reserve Banks, 55% of employer firms used personal funds to address their business’s financial challenges. Online lending and
funding options have emerged as a solution for small businesses that are seeking capital.
We believe that consumers and small businesses seek online lending services for numerous reasons, including because they often:
• prefer the simplicity, transparency and convenience of these services;
• require access to financial services outside of normal financial services storefront hours;
• have an immediate need for cash for financial challenges and unexpected expenses;
• have been unable to access certain traditional lending or other credit services; and
• seek an alternative to the high cost of bank overdraft fees, credit card and other late payment fees and utility late payment fees or
disconnect and reconnection fees.
Our Customers
Our non-prime consumer base is comprised largely of individuals who earn an average annual income of $42,000 in the United States.
The non-prime lending market is sizable in the United States and Brazil. We estimate there is an $85 billion consumer lending
opportunity market in the United States. In Brazil, we estimate there to be a $49 billion consumer loans market. Small business
lending is also an attractive market opportunity, with an estimated total U.S. small business loan market of $313 billion. Tighter
banking regulations have forced banks to vacate the U.S. market for loans under $1 million. According to a 2025 study by the Federal
Reserve Banks, loans under $250 thousand accounted for 78% of all small business loan applications. Our small business customers
have median annual sales of approximately $585 thousand and an average operating history of 11.4 years.
Our Competitive Strengths
We believe that the following competitive strengths position us well for continued growth:
• Significant operating history and first mover advantage. As an early entrant in the online lending sector, we have accumulated
more than 95 terabytes of currently accessible consumer behavior data from more than 69 million transactions. This database
allows us to market to a customer base with an established borrowing history as well as to better evaluate and underwrite new
customers, leading to better loan performance. In order to develop a comparable database, we believe that competitors would
need to incur high marketing and customer acquisition costs, overcome customer brand loyalties and have sufficient capital to
withstand higher early losses associated with unseasoned loan portfolios. Additionally, we are licensed in all jurisdictions that
require licensing and believe that it would be difficult and time-consuming for a new entrant to obtain such licenses. We have
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also created strong brand recognition over our more than 21 years of operating history and we continue to invest in our brands,
such as CashNetUSA, NetCredit, OnDeck, Headway Capital, Simplic and Pangea, to further increase our visibility.
• Proprietary analytics, data and underwriting. We have developed a fully integrated decision engine that evaluates and rapidly
makes credit and other determinations throughout the customer relationship, including automated decisions regarding
marketing, underwriting, customer contact and collections. Our decision engine currently handles more than 100 algorithms and
over 1,000 variables. These algorithms are constantly monitored, validated, updated and optimized to continuously improve our
operations. Our machine learning-enabled proprietary models are built on over 21 years of lending history, using advanced
statistical methods that take into account our experience with the millions of transactions we have processed during that time,
and the use of data from numerous third-party sources. Since we designed our system specifically for our specialized products,
we believe our system provides more predictive assessments of future loan behavior than traditional credit assessments, such as
the Fair Isaac Corporation score (“FICO score”), and therefore, results in better evaluation of our customer base. With OnDeck,
we have a loan decision process, including the proprietary OnDeck Score®, which provides us with significant visibility and
predictability to assess the creditworthiness of small businesses and allows us to better serve more customers across more
industries.
• Scalable and flexible technology platforms. Our proprietary technology platforms are designed to be powerful enough to
handle the large volume of data required to evaluate customer applications and flexible enough to capitalize on changing
customer preferences, market trends and regulatory requirements. These platforms have enabled us to achieve significant growth
as we expanded our product offerings. We began offering installment loans in the United States in 2008, then added line of
credit products in 2010 and have experienced significant growth since. Due to the scalability of our platform, we were able to
achieve this growth without significant investment in additional infrastructure, and over the past three years, capital
expenditures have averaged only 1.8% of revenue per year. We expect our advanced technology and underwriting platform to
help continue to drive significant growth in our business.
• Customer First approach. We believe that non-prime credit consumers and small businesses are not adequately served by
traditional lenders. To better serve these consumers and small businesses, we use customer-focused business practices, including
extended-hours availability of our customer service team by phone, email and web chat. We continuously work to improve
customer satisfaction by evaluating information from website analytics, customer surveys, contact center feedback and focus
groups. Our contact center teams receive training on a regular basis and are monitored by quality assurance managers. We
believe customers who wish to access credit or financing again often return to us because of our dedication to customer service,
the transparency of our fees and interest charges and our adherence to trade association “best practices.” As of January 2026,
NetCredit, CashNetUSA, OnDeck and Headway Capital have Excellent TrustScores of 4.8, 4.5, 4.6 and 4.3, respectively, on
Trustpilot. Trustpilot is an online customer review platform that hosts 300+ million reviews of businesses worldwide who use it
for insights into customer satisfaction. A TrustScore is calculated on a scale from 1 to 5, giving more weight to newer reviews.
Each brand’s score is at the upper end of customer satisfaction ratings in the non-bank financial services industry. NetCredit,
CashNetUSA, OnDeck and Headway Capital have also achieved an A+ rating from the Better Business Bureau.
• Diligent regulatory compliance. We conduct our business in a highly regulated industry. We are focused on regulatory
compliance and have devoted significant resources to comply with laws that apply to us in each of the jurisdictions in which we
operate, including laws and regulations relating to interest, fees, loan durations and renewals or extensions, loan amounts,
disclosures and underwriting requirements. Our compliance experience and proprietary technology platform allow us to launch
new products and enter new geographic regions with a focus on compliance with applicable laws and customer protection. We
are members of industry trade groups, including the Online Lenders Alliance in the United States, which has promulgated “best
practices” for our industry that we have adopted, and the Innovative Lending Platform Association, a leading trade organization
representing a diverse group of online lending and service companies serving small businesses. The flexibility of our online
platform enables us to rapidly adapt our products as necessary to comply with changes in regulation, without the need for costly
and time-consuming retraining of store-based employees and other expenses faced by our storefront competitors.
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• Proven history of growth and profitability. Over the last five years, we grew the principal balance of our loans and finance
receivables at a compound annual growth rate of 30.3%, from $1,263.1 million as of December 31, 2020 to $4,748.0 million as
of December 31, 2025. Over the same period, our revenue grew at a compound annual growth rate of 23.8%, from $1,083.7
million in 2020 to $3,151.7 million in 2025 and our net income from continuing operations was $378.1 million in 2020 and
$308.4 million in 2025, and our net income from continuing operations as a percent of revenue was 34.9% in 2020 and 9.8% in
2025. Adjusted EBITDA, a non-GAAP measure, grew at a compound annual growth rate of 14.6%, from $415.3 million in 2020
to $820.9 million in 2025 and adjusted EBITDA as a percent of revenue was 38.3% in 2020 and 26.0% in 2025.
• Top Talent and Teamwork. We believe we have one of the most skilled and talented teams of professionals in the industry. Our
employees have exceptional educational backgrounds, with numerous post-graduate and undergraduate degrees in science,
technology, engineering and mathematics fields. We hire and develop top talent from graduate and undergraduate programs at
institutions such as Carnegie Mellon University, Northwestern University, the University of Chicago and Harvard University.
The extensive education of our team is complemented by the experience our leadership team obtained at leading financial
services companies and technology firms such as optionsXpress, Discover Financial Services, First American Bank, JPMorgan
Chase and Groupon.
Our Growth Strategy
• Increase penetration in existing markets through strong brands and direct marketing. While we have some of the most well-
known online lending brands in the markets where we currently operate, we believe that we have directly reached only a small
number of potential customers for our products and services. Our TV and digital advertising have raised awareness for our
brands, improving effectiveness in both direct and indirect channels. In addition to our strong online and direct mail acquisition
activities, our consumer and small business lending businesses both partner with marketplaces and other marketing service
providers to grow our customer base. We believe our competitors – banks as well as smaller and less sophisticated online and
store-based lenders – struggle to adapt to evolving customer preferences and marketing regulatory requirements, giving us the
opportunity to continue to gain significant market share.
• Introduce new products and services. We plan to attract new categories of consumers and small businesses not well served by
traditional lenders through the introduction of new products and services. We have introduced new products and customer-
friendly product features to meet customer demand for timely, flexible credit options including installment loans, line of credit
accounts, and small business loans and financing, many of which offer risk-tiered rate structures and some that offer
performance-based rate reduction features. We also offer international money transfer services for people working in the U.S.
sending money to people overseas. All of these leverage our analytics expertise and our flexible and scalable technology
platform. One of our first, industry changing product introductions was offering short-term unsecured installment loans and line
of credit accounts to working people who previously were limited to two-week loans, bank overdrafts, or pawn loans. Next,
starting over ten years ago, our NetCredit business began offering one of the first longer duration installment loan products
reporting to major credit-reporting agencies for near-prime consumers in the U.S. and, in 2019, we launched a line of credit
product for that market with a performance-based fee reduction feature. In 2014, we launched our business in Brazil, where we
arrange installment loans with convenient repayment features for borrowers in partnership with a third-party lender. In October
2020, we acquired OnDeck, a small business lending company, to expand our small business lending and funding offerings in
the U.S., joining it with our line of credit product from Headway Capital (established in 2014). In 2016, we launched a program
for chartered banks where we provide technology, loan servicing and marketing services to banks to allow them to offer
unsecured consumer installment loans and line of credit accounts; with the acquisition of OnDeck, the program expanded to
small business installment loans and line of credit accounts. In March 2021, we added international money transfer services with
the acquisition of Pangea, which provides mobile international money transfer services to customers in the U.S. In December
2025, we agreed to acquire Grasshopper, which we expect will provide opportunities for simplicity in certain regulatory areas,
expanded product and market reach and access to lower-cost funding. We intend to continue to evaluate and offer new products
and services that complement our online specialty financial services in order to meet the growing needs of consumers and small
businesses.
Online Financing Process
Our consumer and small business financing transactions are conducted almost exclusively online. When a customer is approved for a
new loan, nearly all customers choose to have funds promptly deposited in their bank account and choose to use a pre-authorized debit
for repayment from their bank account or debit card.
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We have created a quick and simple process for customers to apply for an online loan, as shown below:
Technology Platforms
Our proprietary technology platforms are built for scalability and flexibility and are based on proven open source software. The
technology platforms were designed to be powerful enough to handle the large volumes of data required to evaluate consumer and
small business applications and flexible enough to capitalize on changing customer preferences, market trends and regulatory changes.
The scalability and flexibility of our technology platforms allow us to enter new markets and launch new products quickly, typically
within three to six months from conception to launch.
We continually employ technological innovations to improve our technology platforms, which perform a variety of integrated and
core functions, including:
• Front-end system, which includes external websites, landing pages and mobile sites and applications that customers use when
applying for loans or financing and managing their accounts;
• Back-end and customer relationship management (“CRM”) systems, which maintain customer-level data and are used by our
contact center employees to provide real-time information for all inquiries. Our back-end system and CRM systems include,
among other things, our contact management system, operational and marketing management system, automated phone system,
Interactive Voice Response and contact center performance management system;
• Decision engine, which leverages machine learning and artificial intelligence to rapidly evaluate and make credit and financing
decisions throughout the customer relationship; and
• Financial system, which manages the external interface for funds transfers and provides daily accounting, reconciliation and
reporting functions.
The key elements of our technology platforms include:
• Scalable Information Technology infrastructure. Our Information Technology infrastructure allows us to meet customer
demand and accommodate business growth. Our services rely on accessing, evaluating and creating large volumes of data
including, for example, information collected from nearly 100 million credit reports during 2025. This rich dataset has grown
significantly over our more than 21 year history and will continue to grow as our business expands. We believe that our scalable
IT infrastructure enables us to meet substantial growth demands.
• Flexible software and integration systems. Our software system is designed to allow us to enter new markets and launch new
products rapidly, modify our business operations quickly and account for complex regulatory requirements imposed in the
jurisdictions in which we operate. We have developed a proprietary software solution that allows us to innovate quickly and to
improve the customer experience. Our integration system allows us to easily interface with banks and other strategic partners in
order to deliver the best financial products and services possible. Our software and integration systems and their flexibility allow
us much more control over the continually evolving aspects of our business.
• Rapid development processes. Our software development life cycle is rapid and iterative to increase the efficiency of our
platform. We are able to implement software updates while maintaining our system stability.
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• Security. We collect and store personally identifiable customer information, including names, addresses, social security numbers
and bank account information. We have safeguards designed to protect this information. We also created controls to limit
employee access to that information and to monitor that access. Our safeguards and controls have been independently verified
through regular and recurring audits and assessments.
• Redundant disaster recovery. Certain key parts of our technology platform, such as our phone system for handling customer
service on consumer loans, are distributed across two different locations. In addition, critical components of our platform are
redundant. This provides redundancy, fault tolerance and disaster recovery functionality in case of a catastrophic outage.
Proprietary Data and Analytics
Decision Engine
We have developed a fully integrated decision engine that evaluates and rapidly makes credit and other determinations throughout the
customer relationship, including automated decisions regarding marketing, fraud, underwriting, customer contact and collections that
leverage artificial intelligence and machine learning-enabled models. Our decision engine currently handles more than 100 algorithms
and over 1,000 variables. The algorithms in use are constantly monitored, validated, updated and optimized to continuously improve
our operations. In order to support the daily running and ongoing improvement of our decision engine, we have assembled a highly
skilled team of approximately 90 data and analytics professionals as of December 31, 2025.
Proprietary Data, Models and Underwriting
Our proprietary models are built on more than 21 years of history, using advanced statistical methods that take into account our
experience with the millions of transactions we have processed during that time and the use of data from numerous third-party
sources. We continually update our machine learning-enabled underwriting models to manage risk of defaults and to structure loan
and financing terms. Our system completes these assessments within seconds of receiving the customer’s data.
Our underwriting systems are able to assess risks associated with each customer individually based on specific customer information
and historical trends in our portfolio. We use a combination of numerous factors when evaluating a potential consumer loan applicant,
which may include a consumer’s income, rent or mortgage payment amount, employment history, external credit reporting agency
scores, amount and status of outstanding debt and other recurring expenditures, fraud reports, repayment history, charge-off history
and the length of time the customer has lived at his or her current address. While the relative weight or importance of the specific
variables that we consider when underwriting a loan changes from product to product, generally, the key factors that we consider for
loans include monthly gross income, disposable income, length of employment, duration of residency, credit report history and prior
loan performance history if the applicant is a returning customer. Similar factors are considered for small business loan applicants and
also include length of time in business, online business reviews, and sales volumes. Our customer base for consumer loans is
predominantly in the low to fair range of FICO scores, with scores generally between 500 and 680 for most of our loan products. We
generally do not take into account a potential customer’s FICO score when deciding whether to make a loan. A Vantage-Score is one
of the factors in our credit models for our near-prime loan products in the United States. Since we designed our system specifically for
our specialized products, we believe our system provides more predictive assessments of future payment behavior and results in better
evaluation of our customer base when compared to traditional credit assessments, such as a FICO score. In the small business space,
we utilize the OnDeck Score® in our decision models, which incorporates small business credit scores from various commercial credit
bureaus, the cash flow data of the small business and the personal credit attributes of the business’ owner(s).
Fraud Prevention
Our fraud prevention system is built from in-depth analysis of previous fraud incidences and information from third-party data
sources. To ensure sustainable growth, our fraud prevention team has built systems and processes that leverage artificial intelligence
and machine learning-enabled models to detect fraud trends, identify fraudulent applications and learn from past fraudulent cases.
Working together with multiple vendors, our systems first determine whether customer information submitted matches other
indicators regarding the application and that the applicant can authorize transactions for the submitted bank account. To prevent more
organized and systematic fraud, we have developed predictive models that incorporate signals from various sources that we have
found to be useful in identifying fraud. These models utilize advanced data mining algorithms, machine learning-enabled algorithms
and artificial intelligence to effectively identify fraudulent applications with a very low false positive rate. In addition, we have built
strong loan processing teams that handle suspicious activities efficiently while minimizing friction in customer experience. Our fraud
prevention system incorporates algorithms to differentiate customers in an effort to identify suspected fraudulent activity and to reduce
our risks of loss from fraud.
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We continuously develop and implement ongoing improvements to these systems and, while no system can completely protect against
losses from fraud, we believe our systems provide protection against significant fraud losses.
Marketing
We use a multi-channel approach to marketing our online loans and financing products, with both broad-reach and highly-targeted
channels, including television, digital, direct mail, telemarketing and partner marketing (which includes lead providers, independent
brokers and marketing affiliates). The goal of our marketing is to promote our brands and products in the online lending marketplace
and to directly acquire new customers at low cost. Our marketing has successfully built strong awareness of and preference for our
brands, as our products have achieved market leadership through the following:
• Traditional advertising. We use television, direct mail and radio advertisements, supported by technology infrastructure and key
vendors, to drive and optimize website traffic and loan volume. We believe our investments through these channels have helped
create strong brand awareness and preference in the customer segments and markets we serve.
• Digital acquisition. Our online marketing efforts include pay-per-click, keyword advertising, search engine optimization,
marketing affiliate partnerships, social media programs and mobile advertising integrated with our operating systems and
technology from vendors that allow us to optimize customer acquisition tactics within the daily operations cycle.
• Partner marketing. We purchase qualified leads for prospective new customers from a number of online lead providers and
independent brokers and through marketing affiliate partnerships. We believe that our rapid decision making on lead purchases,
strong customer conversion rate and significant scale in each of our markets make us a preferred partner for lead providers,
brokers and affiliates while at the same time our technology and analytics help us determine the right price for the right leads.
• User experience and conversion. We measure and monitor website visitor usage metrics and regularly test website design
strategies to improve customer experience and conversion rates.
Customer Service
We believe that our in-house contact center and our emphasis on superior customer service are significant contributors to our growth.
To best serve our consumers and small businesses, we use customer-oriented business practices, such as offering extended-hours
customer service. We continuously work to improve our customers’ experience and satisfaction by evaluating information from
website analytics, customer satisfaction surveys, contact center feedback, call monitoring and focus groups. Our contact center teams
receive training on a regular basis, are monitored by quality assurance managers and adhere to rigorous internal service-level
agreements. We do not outsource our contact center operations, except for our Simplic and Pangea businesses.
Collections
We operate consumer and small business-specific collection teams that have implemented loan and financing collection policies and
practices designed to optimize regulatory compliant loan and financing repayment, while also providing excellent customer service.
Our collections employees are trained to help the customer understand available payment alternatives and make arrangements to repay
the loan or financing. We use a variety of collection strategies to satisfy a delinquent loan or finance receivable, such as settlements
and payment plans, or to adjust the delivery of finance receivables. Employees are continually trained and coached towards
improvement based on quality assurance and work effort audits resulting in continued success in presenting best available payment
options to the customer while limiting complaints and dissatisfaction.
Contact center employees contact customers following the first missed payment and periodically thereafter. Our primary methods of
contacting past due customers are through phone calls, letters and emails. At times, we sell loans that we are unable to collect to debt
collection companies or place the debt for collection with debt collection companies.
Competition
We have many competitors. Our principal competitors are consumer and small business loan and finance companies, CSOs, online
lenders, credit card companies, auto title lenders and other financial institutions that offer similar financial products and services,
including loans on an unsecured as well as a secured basis. We believe that there is also indirect competition to some of our products,
including bank overdraft facilities and banks’ and retailers’ insufficient funds policies, many of which may be more expensive
alternative approaches for consumers and small businesses to cover their bills and expenses than the consumer and small business loan
and financing products we offer. Some of our U.S. competitors operate using other business models, including a “tribal model” where
the lender follows the laws of a Native American tribe regardless of the state in which the customer resides.
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We believe that the principal competitive factors in the consumer and small business loan and financing industry consist of the ability
to provide sufficient loan or financing size to meet customers’ financing requests, speed of funding, customer privacy, ease of access,
transparency of fees and interest and customer service. We believe we have a significant competitive advantage as an early mover in
many of the markets that we serve. New entrants face obstacles typical to launching new lending operations, such as successfully
implementing underwriting and fraud prevention processes, incurring high marketing and customer acquisition costs, overcoming
customer brand loyalty and having or obtaining sufficient capital to withstand early losses associated with unseasoned loan portfolios.
In addition, there are substantial regulatory and compliance costs, including the need for expertise to customize products and obtain
licenses to lend in various states in the United States and in international jurisdictions. Our proprietary technology, analytics expertise,
scale, international reach, brand recognition and regulatory compliance would be difficult for a new competitor to duplicate.
Because numerous competitors offer consumer and small business loan and financing products, and many of our competitors are
privately held, it is difficult for us to determine our exact competitive position in the market. We believe our principal online
competitors in the United States include a variety of privately held, technology enabled lenders. Storefront consumer loan lenders that
offer loans online or in storefronts are also a source of competition in some of the markets where we offer consumer loans, including
Ace Cash Express, Check Into Cash, Check ‘n Go and One Main Financial. For online small business financing, we believe our main
competitors include traditional banks, legacy merchant cash advance providers, and newer, technology-enabled FinTech lenders.
Intellectual Property
Protecting our rights to our intellectual property is critical, as it enhances our ability to offer distinctive services and products to our
customers, which differentiates us from our competitors. We rely on a combination of trademark laws and trade secret protections in
the United States and other jurisdictions, as well as confidentiality procedures and contractual provisions, to protect the intellectual
property rights related to our proprietary analytics, predictive underwriting models, tradenames and marks and software systems. We
have several registered trademarks, including NetCredit, CashNetUSA and our “e” logo. OnDeck also has registered trademarks in the
United States, including “OnDeck,” “OnDeck Score” and the OnDeck logo. These trademarks have varying expiration dates, and we
believe they are materially important to us and we anticipate maintaining them and renewing them.
Seasonality
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. Demand for our small business loan products and services in the United States has historically been highest in
the fourth quarter and early first quarter of each year, corresponding generally to holiday and post-holiday season needs, and lowest at
the end of the first quarter and beginning of the second quarter of each year, where we believe that our customers' businesses are
generally slower. Consequently, we experience seasonal fluctuations in our domestic operating results and cash needs.
Financial Information on Segments and Areas
Additional financial information regarding our operating segment and each of the geographic areas in which we do business is
provided in “Item 8. Financial Statements and Supplementary Data—Note 17” of this report.
Operations
Management and Personnel
Executive Officers
Our executive officers, and information about each as of February 20, 2026 are listed below.
NAME POSITION WITH ENOVA AGE
Steven Cunningham.................................. Chief Executive Officer 56
Scott Cornelis ........................................... Chief Financial Officer and Treasurer 47
David Fisher ............................................. Executive Chairman 56
Kirk Chartier ............................................. Chief Strategy Officer 62
Sean Rahilly.............................................. General Counsel & Chief Compliance Officer 52
There are no family relationships among any of the officers named above. Each officer of Enova holds office from the date of
appointment until removal or termination of employment with Enova. Set forth below is additional information regarding the
executive officers identified above.
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Steven Cunningham has served as our Chief Executive Officer since January 1, 2026. Mr. Cunningham joined Enova as our Chief
Financial Officer in June 2016. Mr. Cunningham joined Enova from Discover Financial Services, where he most recently served as
Executive Vice President and Chief Risk Officer for Discover’s $8.7 billion direct banking and payment services business. He joined
Discover as its Corporate Treasurer in 2010. Prior to Discover, Mr. Cunningham was the CFO of Harley-Davidson Financial Services,
a $7 billion receivables business, and spent eight years at Capital One Financial in various corporate and line of business finance
leadership positions, including CFO for the Auto Finance segment, a $20 billion receivables business, and CFO for the company’s
banking segment. Mr. Cunningham also has experience as a bank regulator with the FDIC. Mr. Cunningham has served on the Board
of Directors of AgriBank, a Farm Credit Bank, since January 2022. Mr. Cunningham received a bachelor’s degree in Corporate
Finance and Investment Management from the University of Alabama and a Master of Business Administration from George
Washington University. He also holds the professional designation of Chartered Financial Analyst.
Scott Cornelis has served as our Chief Financial Officer since January 1, 2026. Mr. Cornelis joined Enova in September 2017 as
Treasurer and became the Vice President of Finance and Treasurer in June 2023. In his prior roles at Enova, he led the company’s
treasury, capital markets, finance and investor relations functions. Mr. Cornelis has more than 25 years of finance and banking
experience. Prior to joining Enova, he led the treasury, capital markets and finance functions at BorrowersFirst, an online consumer
lending platform, from 2015 to 2017. Prior to BorrowersFirst, Mr. Cornelis spent 14 years at J.P. Morgan, and its predecessor, Bank
One, where he served in various roles in commercial and investment banking. Most recently, he served as an Executive Director in the
Securitized Products group at J.P. Morgan, where he led the structuring and execution of complex asset-backed transactions for
financial services clients, including credit card, consumer loan and student loan securitizations. Mr. Cornelis holds a Bachelor of
Business Administration in Economics from the University of Iowa.
David Fisher has served as our Executive Chairman since January 1, 2026, following his transition from Chief Executive Officer. Mr.
Fisher joined Enova as our Chief Executive Officer in January 2013, and has also served as a Director since February 2013, including
as Chairman since October 2014. Prior to joining Enova, Mr. Fisher was Chief Executive Officer of optionsXpress Holdings, Inc., or
optionsXpress, from October 2007 until The Charles Schwab Corporation (“Schwab”), acquired the business in September 2011.
Following the acquisition, Mr. Fisher served as President of optionsXpress until March 2012. Mr. Fisher also served as the President
of optionsXpress from March 2007 to October 2007 and as the Chief Financial Officer of optionsXpress from August 2004 to March
2007. Prior to joining optionsXpress, Mr. Fisher served as Chief Financial Officer of Potbelly Sandwich Works from February 2001 to
July 2004, and before that in the roles of Chief Financial Officer and General Counsel for Prism Financial Corporation. In addition,
Mr. Fisher currently serves on the Board of Directors of GoHealth, Inc., Meridian International and Friss fraudebestrijding. Mr. Fisher
previously served on the Boards of Directors of Fathom Digital Manufacturing Corporation, optionsXpress, CBOE Holdings, Inc.,
InnerWorkings, Inc., GrubHub, Inc. and Just Eat Takeaway.com N.V. Mr. Fisher received a Bachelor of Science degree in Finance
from the University of Illinois and a law degree from Northwestern University School of Law.
Kirk Chartier currently serves as our Chief Strategy Officer. Mr. Chartier joined Enova in April 2013 as Chief Marketing Officer.
Prior to joining Enova, Mr. Chartier was the Executive Vice President & Chief Marketing Officer of optionsXpress Holdings from
January 2010 until Schwab acquired the business in September 2011. Following the acquisition, Mr. Chartier served as Vice President
of Schwab through May 2012. From 2004 to 2010, Mr. Chartier was the Senior Managing Principal and Business Strategy Practice
Leader for the Zyman Group, a marketing and strategy consultancy owned by MDC Partners, where he also served in interim senior
marketing executive roles for Fortune 500 companies, including Safeco Insurance. Mr. Chartier has held executive roles at technology
companies including as Senior Vice President of Business Services & eCommerce for CommerceQuest, as Vice President of Online
Marketing & Strategy for THINK New Ideas and as a Corporate Auditor for the General Electric Company. In addition, Mr. Chartier
serves on the Board of Directors of Lifeway Foods, Inc. He started his career as a combat pilot with the U.S. Marine Corps and is a
veteran of Desert Storm. Mr. Chartier received a Master of Business Administration from Syracuse University, a Bachelor of Arts in
Economics from the College of the Holy Cross, and a Bachelor of Science in Engineering from Worcester Polytechnic Institute.
Sean Rahilly has served as our General Counsel and Chief Compliance Officer since June 2018. Mr. Rahilly joined Enova in October
2013 as Chief Compliance Officer. Mr. Rahilly previously served as Assistant General Counsel and Compliance Officer of First
American Bank from September 2006 to September 2013. He also served as First American Bank’s Vice President—Community
Reinvestment Act and Compliance Officer from January 2006 to September 2006, Vice President—Compliance Manager from
November 2003 to January 2006 and Assistant Vice President—Compliance and Community Reinvestment Act from July 2002 to
November 2003. Prior to joining First American Bank, Mr. Rahilly served as an attorney with the Law Offices of Victor J. Cacciatore,
a project assistant with Schiff Hardin & Waite and in various roles with Pullman Bank and Trust Company. He received a Bachelor of
Science in Accountancy from DePaul University College of Commerce and a Juris Doctor from DePaul University College of Law.
Human Capital
Our Workforce. Our employees are primarily located in the United States, with a portion of our workforce in Mexico and Brazil. As
of December 31, 2025, we had 1,836 employees, with 1,794 of our employees located in the United States. None of our employees are
currently covered by a collective bargaining agreement or represented by an employee union. We believe we have one of the most
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skilled and talented teams of professionals in the industry. Our employees have exceptional educational backgrounds, with numerous
post-graduate and undergraduate degrees in science, technology, engineering, and mathematics fields. We hire and develop a diverse
range of top talent from graduate and undergraduate programs at premier institutions as well as from coding bootcamps such as Code
Platoon. The extensive education of our team is complemented by the experience our leadership team obtained at leading financial
services companies and technology firms such as optionsXpress, Discover Financial Services, First American Bank, JPMorgan Chase
and Groupon.
We are committed to fostering a culture where everyone is treated equitably and fairly, with a sense of belonging, community and
value. We believe this is important to all aspects of our business, including our goal to attract, develop and retain top talent. Our
business is better when we have a team of people with diverse backgrounds, experiences, talents, skills and perspectives contributing
to our success, enhancing our ability to deliver world-class products and exceptional customer service to our diverse customer base.
In The Community. We are dedicated to having a positive impact on our community. We encourage our employees to volunteer in
their communities and on behalf of causes that are important to them through our Enova Gives program. Corporate employees are
granted one paid volunteer day per calendar year to volunteer with or on behalf of a qualified 501(c)(3) non-profit organization of
their choice during work hours. In addition, Enova matches charitable donations from employees to qualifying 501(c)(3) non-profit
organizations—up to $500 per employee each calendar year. At a company level, Enova invests financially in organizations that are
dedicated to strengthening and broadening access to quality education; improving the lives of children and young adults in need; and
providing access to high quality financial literacy programs.
Learning & Development. We offer a combination of required and optional learning and development opportunities to every Enova
employee. Our learning and development program is facilitated and guided primarily by our Talent Development team, Operations
Learning and Development team, company leaders, subject matter experts and our People team. We utilize an enterprise learning
management system (“LMS”) to deliver and manage all online learning. Enova employees can utilize tuition reimbursement or
department training budgets for external learning and development. Required compliance training is administered and tracked through
our LMS, and every Enova employee is assigned required compliance e-Learning modules. We also invest in our talent through a
variety of leadership and mentor programs, as well as other events focused on professional development.
Rewards & Benefits. The primary objectives of our compensation program are to: support Enova’s core values; attract, motivate, and
retain the best talent; encourage and reward high performance and results, while aligning short- and long-term interests with those of
our stockholders; and reinforce our strategy to grow our business as we continue to innovate. We offer employees competitive and
comprehensive total rewards packages. For U.S.-based employees, this includes competitive base pay; annual bonus consideration;
long-term incentive grants; employer-subsidized health, dental, and vision insurance; an employer match for 401(k) savings; paid and
unpaid time off; group term life and disability insurance; paid volunteer day; paid holidays; paid parental leave; and a summer hours
program. Enova offers additional corporate perks to its U.S. employees, including a discount savings program, tuition reimbursement,
last-minute childcare reimbursement, and meal ordering. Enova also offers a paid four-week sabbatical program for eligible
employees. Legal, financial, and work-life solutions and support are available through our Employee Assistance Program.
Market and Industry Data
The market and industry data contained in this Annual Report on Form 10-K, including trends in our markets and our position within
such markets, are based on a variety of sources, including our good faith estimates, which are derived from our review of internal
surveys, information obtained from customers and publicly available information, as well as from independent industry publications,
reports by market research firms and other published independent sources. None of the independent industry publications used in this
report were prepared on our behalf.
REGULATION
Our operations are subject to extensive regulation, supervision and licensing under various federal, state, local and international
statutes, ordinances and regulations.
U.S. Federal Regulation
Consumer Lending Laws. Our consumer loan business is subject to the federal Truth in Lending Act (“TILA”), and its underlying
regulations, known as Regulation Z, and the Fair Credit Reporting Act (“FCRA”). These laws require us to provide certain disclosures
to prospective borrowers and protect against unfair credit practices. The principal disclosures required under TILA are intended to
promote the informed use of consumer credit. Under TILA, when acting as a lender, we are required to disclose certain material terms
related to a credit transaction, including, but not limited to, the annual percentage rate, finance charge, amount financed, total of
payments, the number and amount of payments and payment due dates to repay the indebtedness. The FCRA regulates the collection,
dissemination and use of consumer information, including consumer credit information. The federal Equal Credit Opportunity Act
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(“ECOA”) prohibits us from discriminating against any credit applicant on the basis of any protected category, such as race, color,
religion, national origin, sex, marital status or age, and requires us to notify credit applicants of any action taken on the individual’s
credit application.
Consumer Reports and Information. The use of consumer reports and other personal data used in credit underwriting is governed by
the FCRA and similar state laws governing the use of consumer credit information. The FCRA establishes requirements that apply to
the use of “consumer reports” and similar data, including certain notifications to consumers where their loan application has been
denied because of information contained in their consumer report. The FCRA requires us to promptly update any credit information
reported to a credit 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.
Information-Sharing Laws. We are also subject to the federal Fair and Accurate Credit Transactions Act, which limits the sharing of
information with affiliates for marketing purposes and requires us to adopt written guidance and procedures for detecting, preventing
and responding appropriately to mitigate identity theft and to adopt various policies and procedures and provide training and materials
that address the importance of protecting non-public personal information and aid us in detecting and responding to suspicious
activity, including suspicious activity that may suggest a possible identity theft red flag, as appropriate.
Marketing Laws. Our advertising and marketing activities are subject to several federal laws and regulations including the Federal
Trade Commission Act (the “FTC Act”), which prohibits unfair or deceptive acts or practices and false or misleading advertisements
in all aspects of our business. As a financial services company, any advertisements related to our products must also comply with the
advertising requirements set forth in TILA. Also, any of our telephone marketing activities must comply with the Telephone
Consumer Protection Act (the “TCPA”) and the Telemarketing Sales Rule (the “TSR”). The TCPA prohibits the use of automatic
telephone dialing systems for communications with wireless phone numbers without express consent of the consumer, and the TSR
established the Do Not Call Registry and sets forth standards of conduct for all telemarketing. Our advertising and marketing activities
are also subject to the CAN-SPAM Act of 2003, which establishes certain requirements for commercial email messages and specifies
penalties for the transmission of commercial email messages that are intended to deceive the recipient as to the source of content.
Protection of Military Members and Dependents. The Military Lending Act (“MLA”) is a federal law that limits the annual
percentage rate to 36% on certain consumer loans made to active duty members of the U.S. military, reservists and members of the
National Guard and their immediate families. The MLA’s implementing regulation also contains various disclosure requirements,
limitations on renewals and refinancing, as well as restrictions on the use of prepayment penalties, arbitration provisions and certain
waivers of rights. The 36% annual percentage rate cap applies to a variety of consumer loan products. Therefore, due to these rate
restrictions, we are unable to offer certain consumer loans to active duty military personnel, active reservists and members of the
National Guard and their immediate dependents. Federal law also limits the annual percentage rate on existing loans when the
borrower, or spouse of the borrower, becomes an active-duty member of the military during the life of a loan. Pursuant to federal law,
the interest rate must be reduced to 6% per year on amounts outstanding during the time in which the service member is on active
duty.
Funds Transfer and Signature Authentication Laws. The consumer loan business is also subject to the federal Electronic Funds
Transfer Act (“EFTA”), and various other laws, rules and guidelines relating to the procedures and disclosures required in debiting or
crediting a debtor’s bank account relating to a consumer loan (i.e., Automated Clearing House (“ACH”) funds transfer). Furthermore,
we are subject to various state and federal e-signature rules mandating that certain disclosures be made and certain steps be followed
in order to obtain and authenticate e-signatures.
Debt Collection Practices. Certain subsidiaries are subject to the Fair Debt Collection Practices Act (“FDCPA”), and for certain other
subsidiaries, we use the FDCPA as a guide in connection with operating our collection activities. We are also required to comply with
all applicable state collection practices laws.
Privacy and Security of Non-Public Customer Information. Under the federal Gramm-Leach-Bliley Act (“GLBA”), we must
disclose to individuals our privacy policy and practices, including those policies relating to the sharing of individuals’ nonpublic
personal information with third parties. The GLBA also requires us to ensure that our systems are designed to protect the
confidentiality of individuals’ nonpublic personal information and dictates certain actions that we must take to notify individuals if
their personal information is disclosed in an unauthorized manner.
Anti-Money Laundering and Economic Sanctions. We are also subject to certain provisions of the USA PATRIOT Act and the Bank
Secrecy Act under which we must maintain an anti-money laundering compliance program covering certain of our business activities.
In addition, the Office of Foreign Assets Control (“OFAC”) prohibits us from engaging in financial transactions with specially
designated nationals.
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Anticorruption. We are also subject to the U.S. Foreign Corrupt Practices Act (the “FCPA”), which generally prohibits companies and
their agents or intermediaries from making improper payments to foreign officials for the purpose of obtaining or keeping business
and/or other benefits.
CFPB
In July 2010, the U.S. Congress passed the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and
Title X of the Dodd-Frank Act created the Consumer Financial Protection Bureau (the “CFPB”), which regulates consumer financial
products and services, including consumer loans and remittance transfers that we offer. The CFPB has regulatory, supervisory and
enforcement powers over providers of certain consumer financial products and services, including explicit supervisory authority to
examine and require registration of certain providers. Pursuant to these powers, the CFPB has examined our lending products, services
and practices, and we expect certain products to continue to be examined on a regular basis by the CFPB.
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. While the ability to repay provisions were rescinded in 2020, the
payment provisions remain in effect. These provisions require that if 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.
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. Following a series of constitutional challenges, the Supreme Court
upheld the constitutionality of the funding structure of the CFPB and the Fifth Circuit upheld 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
“will not prioritize enforcement or supervision actions with regard to any penalties or fines associated with the Payment Withdrawal
provisions and the Payment Disclosure provisions once they become operative on March 30, 2025.” The CFPB also indicated that it is
contemplating issuing a notice of proposed rulemaking to narrow the scope of the Small Dollar Rule. If the CFPB elects to prioritize
enforcement and we are not able to execute payment 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.
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 related to issues,
the majority of which were self-disclosed, including payment processing and debiting errors. Effective August 29, 2025, the CFPB
terminated the Consent Order in full and waived any alleged non-compliance therewith.
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 June 18, 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, the CFPB issued a notice of proposed rulemaking to
narrow the scope of the rule, including removing certain data points, and to extend the compliance date to January 1, 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 and report data required by Section 1071’s implementing regulation. The Company
will continue to monitor litigation, rulemaking and bills related to the rule.
For further discussion of the CFPB and its regulatory, supervisory and enforcement powers, see “Risk Factors—Risks Related to Our
Business and Industry—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” in Part I, Item 1A of this report.
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 provisions, 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
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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.
U.S. State Regulation
Our consumer lending business is regulated under a variety of state statutes, all of which are subject to change and which may impose
significant costs or limitations on the way we conduct or expand our business. As of the date of this report, we offer or arrange
consumer loans in 37 states that have specific statutes and regulations that enable us to offer economically viable products. We
currently do not offer consumer loans in the remaining states because we do not believe it is economically feasible to operate in those
jurisdictions due to specific statutory or regulatory restrictions, such as interest rate ceilings, caps on the fees that may be charged, or
costly operational requirements. However, we may later offer our consumer products or services in any of these states if we believe
doing so may become economically viable because of changes in applicable statutes or regulations or if we determine we can broaden
our product offerings to operate under existing laws and regulations.
The scope of state regulation of consumer loans, including the fees and terms of our products and services, varies from state to state.
The terms of our products and services vary from state to state in order to comply with the laws and regulations of the states in which
we operate. In addition, our advertising and marketing activities and disclosures are subject to review under various state consumer
protection laws and other applicable laws and regulations. The states with laws that specifically regulate our consumer products and
services may limit the principal amount of a consumer loan, set maximum fees or interest rates customers may be charged and specify
minimum and maximum maturity dates. Our collection activities regarding past due amounts may be subject to consumer protection
laws and state regulations relating to debt collection practices. In addition, some states require certain disclosures or content to
accompany our advertising or marketing materials. Also, some states require us to report consumer loan activity to state-wide
databases and restrict the number and/or principal amount of loans a consumer may have outstanding at any particular time or over the
course of a particular period of time.
In Texas, where we offer our CSO program, we comply with the jurisdiction’s Credit Services Organization Act and related
regulations. These laws generally define the services that we can provide to consumers and require us to provide a contract to the
customer outlining our services and the cost of those services to the customer. In addition, these laws may require additional
disclosures to consumers and may require us to be registered with the jurisdiction and/or be bonded.
We must also comply with state restrictions on the use of lead providers. In the past, several states took actions that caused us to
discontinue the use of lead providers in those states. Other states may propose or enact similar restrictions on lead providers in the
future.
A variety of states have recently enacted legislation related to consumer data privacy. The laws have varying consumer protections,
including the right to access and delete personal information and to opt-out of the sale of personal information. Other states may
propose or enact similar laws in the future.
Over the last few years, legislation that prohibits or severely restricts our consumer loan products and services has been introduced or
adopted in a number of states. As a result, we have altered or ceased making consumer loans in certain states, in compliance with the
new statutes. We regularly monitor proposed legislation or regulations that could affect our business.
Licensing Requirements – Small Business Loans
In states and jurisdictions that do not require a license to make commercial loans, OnDeck, and certain other of our subsidiaries,
typically make commercial installment loans and extend lines of credit directly to customers pursuant to Utah or Virginia law. There
are other states and jurisdictions that require a license or have other requirements or restrictions applicable to commercial loans,
including both installment loans and line of credit accounts, and may not honor a Utah or Virginia choice of law. In these other states,
historically we have originated some installment loans and lines of credit directly but purchased other installment loans and lines of
credit from issuing bank partners, the foregoing depending on the requirements or restrictions of these other states. Certain line of
credit accounts are extended by an issuing bank partner and we may purchase extensions under those line of credit accounts.
The issuing bank partner establishes its underwriting criteria for the issuing bank partner program in consultation with us. We
recommend commercial loans to the issuing bank partner that meet the bank partner's underwriting criteria, at which point the issuing
bank partner may elect to fund the installment finance loan or extend the line of credit. The issuing bank partner earns origination fees
from the customers who borrow from it and retains the interest paid during the period that the issuing bank partner owns the loan. In
exchange for recommending loans to an issuing bank partner, we earn a marketing referral fee based on the loans recommended to,
and originated by, that issuing bank partner. Historically, OnDeck has been the purchaser of the loans that it referred to issuing bank
partners.
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Local Regulation—United States
In addition to state and federal laws and regulations, the consumer lending industry is subject to various local rules and regulations.
These local rules and regulations are subject to change and vary widely from city to city. Local jurisdictions’ efforts to restrict short-
term lending have been increasing. Typically, these local ordinances apply to storefront operations, however, local jurisdictions could
attempt to enforce certain business conduct and registration requirements on online lenders lending to residents of that jurisdiction.
Actions taken in the future by local governing bodies to impose other restrictions on short-term lenders such as us could impact our
business.
Company and Website Information
Our principal executive offices are located at 175 West Jackson Blvd., Chicago, Illinois 60604, and our telephone number is (312)
568-4200.
Our website is located at www.enova.com. Through our website, we provide free access to our Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports filed or furnished pursuant to
Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after such reports are electronically
filed with or furnished to the SEC. The information posted on our website is not incorporated by reference into this Annual Report on
Form 10-K.
ITEM 1A. RISK FACTORS
Risk Factors Summary
The summary of risks below provides an overview of the principal risks we are exposed to in the normal course of our business
activities:
Risks Related to Our Business and Industry
• Our business is highly regulated, and if we fail to comply with applicable laws, regulations, rules and guidance, our business could
be adversely affected.
• The lending and financing industry continues to be targeted by new laws and regulations in many jurisdictions that could restrict
the lending and financing products and services we offer, impose additional compliance costs on us, render our current operations
unprofitable or even prohibit our current operations.
• Our access to payment processing systems to disburse and collect loan and financing proceeds and repayments, including the
Automated Clearing House, is critical to our business, and any interruption or limitation on our ability to utilize any of the
available means of processing deposits or payments could materially adversely affect our business.
• The failure to comply with debt collection regulations could subject us to fines and other liabilities, which could harm our
reputation and business.
• We use lead providers and marketing affiliates to assist us in obtaining new customers, and if lead providers or marketing affiliates
do not comply with an increasing number of applicable laws and regulations, or if our ability to use such lead providers or
marketing affiliates is otherwise impaired, it could adversely affect our business.
• The use of personal data for credit underwriting is highly regulated, which exposes us to compliance risk and increased costs.
• Negative public perception of our business could cause demand for our products to significantly decrease.
• Control of the Congress and the executive branch of the U.S. government could have a significant impact on financial services
legislation passed in Congress and signed into law.
• Current and future litigation or regulatory proceedings could have a material adverse effect on our business, prospects, results of
operations, financial condition and cash flows.
• Judicial decisions, CFPB rulemaking or amendments to the Federal Arbitration Act could render the arbitration agreements we use
illegal or unenforceable.
• In some circumstances, federal preemption and application of an out-of-state choice of law provision will not, or may not, be
available for the benefit of certain non-bank purchasers of loans to defend against a state law claim of usury.
• Significant changes in international laws or regulations or a deterioration of the political, regulatory or economic environment of
Brazil, or any other country in which we may begin operations, could affect our operations in these countries.
• The failure of third parties who provide products, services or support to us to maintain their products, services or support could
disrupt our operations or result in a loss of revenue.
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• Our business depends on the uninterrupted operation of our systems and business functions, including our information technology
and other business systems, as well as the ability of such systems to support compliance with applicable legal and regulatory
requirements.
• Decreased demand for our products and specialty financial services and our failure to adapt to such decrease could result in a loss
of revenue and could have a material adverse effect on us.
• The CFPB has supervisory authority over certain of our U.S. consumer businesses that could have a significant impact on our U.S.
business.
• We are subject to impairment risk.
• If the information provided by customers to us is incorrect or fraudulent, we may misjudge a customer’s qualification to receive a
loan and our operating results may be harmed.
• We are subject to anticorruption laws including the U.S. Foreign Corrupt Practices Act, anti-money laundering laws and economic
sanctions laws, and our failure to comply therewith, particularly if we continue to expand internationally, could result in penalties
that could harm our reputation and have a material adverse effect on our business, prospects, results of operations, financial
condition and cash flows.
• Failure of operating controls could produce a significant negative outcome, including customer experience degradation, legal
expenses, increased regulatory cost, significant internal and external fraud losses and vendor risk.
• Increased competition from banks, credit card companies, other consumer and small business lenders, and other entities offering
similar financial products and services could adversely affect our business, prospects, results of operations, financial condition and
cash flows.
• A sustained deterioration in the economy could reduce demand for our products and services and result in reduced earnings.
• We may be unable to protect our proprietary technology and analytics or keep up with that of our competitors.
• We may be subject to intellectual property disputes, which are costly to defend and could harm our business and operating results.
• We are subject to cybersecurity risks and security breaches and may incur increasing costs in an effort to minimize those risks and
to respond to cyber incidents.
• Our ability to collect payment on loans and maintain the accuracy of accounts may be adversely affected by computer viruses,
electronic break-ins, technical errors and similar disruptions.
• If internet search engine providers change their methodologies for organic rankings or paid search results, or our organic rankings
or paid search results decline for other reasons, our new customer growth or volume from returning customers could decline.
• Growth may place significant demands on our management and our infrastructure and could be costly.
• Future acquisitions could disrupt our business and harm our financial condition and operating results.
• The preparation of our financial statements and certain tax positions taken by us require the judgment of management, and we
could be subject to risks associated with these judgments or could be adversely affected by the implementation of new, or changes
in the interpretation of existing, accounting principles, financial reporting requirements or tax rules.
• Our U.S. consumer loan and small business loan businesses are seasonal in nature, which causes our cash flows to fluctuate over
the year.
• Our success is dependent, in part, upon our officers, and if we are not able to attract and retain qualified officers, our business
could be materially adversely affected.
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.
Risk Related to Our Indebtedness
• We have incurred significant indebtedness, which could adversely affect our financial condition and prevent us from fulfilling our
obligations under anticipated agreements governing our indebtedness.
• The terms of the agreements governing our indebtedness restrict our current and future operations, particularly our ability to
respond to changes or to take certain actions, which could harm our long-term interests.
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• We may not be able to generate sufficient cash to service our indebtedness and may be forced to take other actions to satisfy our
obligations under our indebtedness, which may not be successful.
• Changes in our financial condition or a potential disruption in the capital markets could reduce available capital.
• Increases in customer default rates could make us and our loans less attractive to lenders under debt facilities and investors in
securitizations which may adversely affect our access to financing and our business.
Risk Related to Our Common Stock and the Securities Market
• Certain provisions of our restated certificate of incorporation, amended and restated bylaws and Delaware law may discourage
takeovers.
• The market price of our shares may fluctuate widely.
• If securities or industry analysts publish research that is unfavorable about our business, our stock price and trading volume could
decline.
• We do not anticipate paying any dividends on our common stock in the foreseeable future.
• Our restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the exclusive forum for
certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable
judicial forum for disputes with us.
Risk Factors
Our business and future results may be affected by a number of risks and uncertainties that should be considered carefully in
evaluating us. In addition, this report also contains forward-looking statements that involve risks and uncertainties. Our actual results
could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including the risks
faced by us described below. The occurrence of one or more of the events listed below could also have a material adverse effect on
our business, prospects, results of operations, financial condition and cash flows.
Risks Related to Our Business and Industry
Our business is highly regulated, and if we fail to comply with applicable laws, regulations, rules and guidance, our business could
be adversely affected.
Our products and services are subject to extensive regulation, supervision and licensing under various federal, state, local and
international statutes, ordinances, regulations, rules and guidance. For example, our loan products may be subject to requirements that
generally mandate licensing or authorization as a lender or as a CSO; establish limits on the amount, duration, renewals or extensions
of and charges for (including interest rates and fees) various categories of loans; direct the form and content of our loan contracts and
other documentation; restrict collection practices; outline underwriting requirements and subject us to periodic examination and
ongoing supervision by regulatory authorities, among other things. We must comply with federal laws, such as TILA, ECOA, FCRA,
EFTA, GLBA and Title X of the Dodd-Frank Act, among others, as well as regulations adopted to implement those laws. In addition,
our marketing and disclosure efforts and the representations made about our products and services are subject to unfair and deceptive
practice statutes, including the FTC Act, the TCPA and the CAN-SPAM Act of 2003 in the United States and analogous state statutes
under which the FTC, the CFPB, state attorneys general or private plaintiffs may bring legal actions.
Additionally, changes in laws or regulations or changes to the application or interpretation of the laws and regulations applicable to
small business lenders could adversely affect the Company’s ability to operate in the manner in which the Company currently
conducts business or make it more difficult or costly for the Company to originate or otherwise acquire additional small business
loans, or for the Company to collect payments on the small business loans. Such changes could subject the Company to additional
licensing, registration and other legal or regulatory requirements in the future or otherwise that could, individually or in the aggregate,
adversely affect the Company’s ability to conduct its business.
We are also subject to various international laws, licensing or authorization requirements in connection with the products or services
we offer in Brazil. Compliance with applicable laws, regulations, rules and guidance requires forms, processes, procedures, training,
controls and the infrastructure to support these requirements. Compliance may also create operational constraints, be costly or
adversely affect operating results. See “Business—Regulation” of Part I, Item 1 of this report for further discussion of the laws
applicable to us.
The regulatory environment in which we conduct our business is extensive and complex. From time to time we become aware of
instances where our products and services have not fully complied with requirements under applicable laws and regulations or
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applicable contracts. Determinations of compliance with applicable requirements or contracts, such as those discussed above, can be
highly technical and subject to varying interpretations. When we become aware of such an instance, products or services that may not
be in compliance with applicable laws, whether as a result of our compliance reviews, regulatory inquiry, customer complaint or
otherwise, we generally conduct a review of the activity in question and determine how to address it, such as modifying the product,
making customer refunds or providing additional disclosure. We also evaluate whether reports or other notices to regulators are
required and provide notice to regulators whenever required. In some cases, we have decided and will decide to take corrective action
even after applicable statutory or regulatory cure periods have expired, and in other cases we have notified regulators even where such
notification may not have been required. Regulators or customers reviewing such incidents or remedial activities may interpret the
laws, regulations and customer contracts differently than we have, or may take regulatory action against us or bring private litigation
against us notwithstanding the corrective measures we have taken. This may be the case even if we no longer offer the product or
service in question.
State, federal and international regulators, as well as the plaintiffs’ bars, subject our industry to intense scrutiny. In addition, our
contracts for certain products and services may be governed by the law applicable in a state other than the state in which the customer
resides. If a court were to reject our choice of law and determine that a contract was governed by the laws of another state, the contract
may be unenforceable. A judgment that the choice of law provisions in our loan agreements is unenforceable also could result in
costly and time-consuming litigation, penalties, damage to our reputation, trigger repurchase obligations, negatively impact the terms
of our future loans and harm our operating results. Likewise, a judgment that the choice of law provision in other commercial loan
agreements is unenforceable could result in challenges to our choice of law provision and that could result in costly and time-
consuming litigation.
Failure to comply with applicable laws, regulations, rules and guidance, or any finding that our past forms, practices, processes,
procedures, controls or infrastructure were insufficient or not in compliance, could subject us to regulatory enforcement actions, result
in the assessment against us of civil, monetary, criminal or other penalties (some of which could be significant in the case of knowing
or reckless violations), result in the issuance of cease and desist orders (which can include orders for restitution, as well as other kinds
of affirmative relief), require us to refund payments, interest or fees, result in a determination that certain financial products are not
collectible, result in a suspension or revocation of licenses or authorization to transact business, result in a finding that we have
engaged in unfair and deceptive practices, limit our access to services provided by third-party financial institutions or cause damage to
our reputation, brands and valued customer relationships. We may also incur additional, substantial expenses to bring those products
and services into compliance with the laws of various jurisdictions or stop offering certain products and services in certain
jurisdictions.
Additionally, we may expand into complementary businesses that engage in financial, consumer credit transactions or lending services
that may involve products or services that we do not currently offer, or we may implement the use of new technologies in our existing
businesses and products, such as artificial intelligence-based technologies, all of which may be subject to a variety of statutes, laws
and regulatory requirements in addition to those laws and regulations currently applicable to our operations. This may impose
increased costs or restrictions on the manner in which we currently conduct our businesses or increase our exposure to regulatory risks
and liabilities.
Our failure to comply with any regulations, rules or guidance applicable to our business could have a material adverse effect 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. See “—Current and future litigation or regulatory proceedings could have a material adverse
effect on our business, prospects, results of operations, financial condition and cash flows.”
The lending and financing industry continues to be targeted by new laws and regulations in many jurisdictions that could restrict
the lending and financing products and services we offer, impose additional compliance costs on us, render our current operations
unprofitable or even prohibit our current operations.
Governments at the national, state and local levels, as well as international governments, may seek to impose new laws, regulatory
restrictions or licensing requirements that affect the products or services we offer, the terms on which we may offer them, and the
disclosure, compliance and reporting obligations we must fulfill in connection with our lending and financing business. They may also
interpret or enforce existing requirements in new ways that could restrict our ability to continue our current methods of operation or to
expand operations and impose significant additional compliance costs, which could have a negative effect on our business, prospects,
results of operations, financial condition and cash flows. In some cases, these measures could even directly prohibit some or all of our
current business activities in certain jurisdictions or render them unprofitable and/or impractical to continue.
In recent years, consumer loans have come under increased regulatory scrutiny that has resulted in increasingly restrictive regulations
and legislation that makes offering such loans in certain states in the United States or the international countries where we operate (as
further described below) less profitable or unattractive. Laws or regulations in some states in the United States require that all
borrowers of certain consumer loan products be reported to a centralized database and limit the number of loans a borrower may
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receive or have outstanding. Other laws prohibit us from providing some of our consumer loan products in the United States to active
duty military personnel, active members of the National Guard or members on active reserve duty and their spouses and covered
dependents.
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.
Furthermore, legislative or regulatory actions may be influenced by negative perceptions of us and our industry, even if such negative
perceptions are inaccurate, attributable to conduct by third parties not affiliated with us (such as other industry members), or
attributable to matters not specific to our industry.
We cannot currently assess the likelihood of any future unfavorable federal, state, local or international legislation or regulations being
enacted that could materially affect our products and services. We closely monitor proposed legislation in jurisdictions where we offer
our loan products. Additional legislative or regulatory provisions could be enacted that could severely restrict, prohibit or eliminate
our ability to offer a consumer or small business loan or financing product. In addition, U.S. state regulators have broad discretionary
power and may impose new licensing requirements, interpret or enforce existing regulatory requirements in different ways or issue
new administrative rules, even if not contained in state statutes, that could adversely affect the way we do business and may force us
to terminate or modify our operations in particular states or affect our ability to obtain new licenses or renew the licenses we hold.
Any of these or other legislative or regulatory actions that affect our lending and financing business at the national, state, international
and local level could, if enacted or interpreted differently, 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.
If the CFPB elects to prioritize enforcement of a new rule that impacts the consumer lending industry, 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”), which covers certain consumer loans that we offer. While the ability to repay provisions were rescinded in 2020, the
payment provisions remain in effect. These provisions require that if 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.
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. Following a series of constitutional challenges, the Supreme Court
upheld the constitutionality of the funding structure of the CFPB and the Fifth Circuit upheld 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
“will not prioritize enforcement or supervision actions with regard to any penalties or fines associated with the Payment Withdrawal
provisions and the Payment Disclosure provisions once they become operative on March 30, 2025.” The CFPB also indicated that it is
contemplating issuing a notice of proposed rulemaking to narrow the scope of the Small Dollar Rule. If the CFPB elects to prioritize
enforcement and we are not able to execute payment 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.
Our advertising and marketing materials and disclosures have been and continue to be subject to regulatory scrutiny.
In the jurisdictions where we operate, our advertising and marketing activities and disclosures are subject to regulation under various
industry standards, consumer protection laws, and other applicable laws and regulations. Consistent with the lending industry as a
whole, our advertising and marketing materials have come under increased scrutiny.
Any inability to continue to advertise and market our business in a manner we consider effective as a result of regulatory review or
new restrictions could have a material adverse effect on our business, prospects, results of operations, financial condition and cash
flows.
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We have previously ceased business in certain jurisdictions due to regulatory restrictions and, if we are forced to exit key
jurisdictions in the future due to regulatory restrictions, this could adversely affect our business as a whole.
In the past we have ceased business in, restricted our operations in, or chosen not to begin business in, certain jurisdictions due to
regulatory restrictions which render our operations impermissible, unprofitable or impractical. In addition, because we are in some
cases subject to state/provincial and local regulation in addition to federal/national regulation, we may restrict or discontinue business
in certain jurisdictions within countries where we are otherwise active. For example, as of December 31, 2025, we did not offer or
arrange consumer loans in 13 U.S. states because we do not believe it is economically feasible to operate in those jurisdictions due to
specific statutory or regulatory restrictions, such as interest rate ceilings or caps on the fees that may be charged.
The adoption of state regulatory measures cannot be predicted, but we expect that other states may propose or enact similar
restrictions impacting our consumer or small business loan or financing products in the future, which could affect our operations in
such states. Legislation or regulations targeting or otherwise directly affecting our products and services have been introduced or
adopted in a number of states over the last few years, and we regularly monitor proposed legislation or regulations that could affect
our business. For more information, see “Regulation and Legal Proceedings—U.S. State Regulation.”
If we are forced to exit key jurisdictions due to such concerns, we cannot guarantee that we will be able to find suitably attractive
additional business opportunities elsewhere, which could have a material adverse effect on our business, prospects, results of
operations, financial condition and cash flows.
Our access to payment processing systems to disburse and collect loan and financing proceeds and repayments, including the
Automated Clearing House, is critical to our business, and any interruption or limitation on our ability to utilize any of the
available means of processing deposits or payments could materially adversely affect our business.
When making loans and providing financing in the United States, we use several means of depositing proceeds into and collecting
repayments from our customers’ bank accounts, including the use of ACH. Our business, including loans made through the CSO
program, depends on payment processing systems to collect amounts due by repayments from our customers’ bank accounts when we
have obtained authorization to do so from the customer. Our transactions are processed by banks, and if these banks cease to provide
any of the available means of payment processing services, we would have to materially alter, or possibly discontinue, some or all of
our business if alternative processing methods are not as effective or not available.
Previous heightened regulatory scrutiny by the U.S. Department of Justice, the Federal Deposit Insurance Corporation and other
regulators, in an action referred to as Operation Choke Point, caused banks and ACH payment processors to cease doing business with
certain short-term consumer lenders who were operating legally, without regard to whether those lenders were complying with
applicable laws, simply to avoid the risk of heightened scrutiny or even litigation.
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 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.
The failure to comply with debt collection regulations could subject us to fines and other liabilities, which could harm our
reputation and business.
The FDCPA regulates persons who regularly collect or attempt to collect, directly or indirectly, consumer debts owed or asserted to be
owed to another person. Many states impose additional requirements on persons collecting or attempting to collect consumer debts
owed to them and on debt collection communications, and some of those requirements may be more stringent than the federal
requirements. Moreover, regulations governing debt collection are subject to changing interpretations that differ from jurisdiction to
jurisdiction.
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.
Non-U.S. jurisdictions also regulate debt collection. We could be subject to fines, written orders or other penalties if we, or parties
working on our behalf, are determined to have violated the FDCPA or analogous state or international laws, which could have a
material adverse effect on our reputation, business, prospects, results of operations, financial condition and cash flows.
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We use lead providers and marketing affiliates to assist us in obtaining new customers, and if lead providers or marketing affiliates
do not comply with an increasing number of applicable laws and regulations, or if our ability to use such lead providers or
marketing affiliates is otherwise impaired, it could adversely affect our business.
We are dependent on third parties, referred to as lead providers (or lead generators) and marketing affiliates, as a source of new
customers. Our marketing affiliates place our advertisements on their websites that direct potential customers to our websites.
Generally, lead providers operate, and also work with their own marketing affiliates who operate, separate websites to attract
prospective customers and then sell those “leads” to online lenders. As a result, the success of our business depends substantially on
the willingness and ability of lead providers or marketing affiliates to provide us customer leads at acceptable prices.
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. 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.
Lead providers’ or marketing affiliates’ failure to comply with applicable laws or regulations, or any changes in laws or regulations
applicable to lead providers or marketing affiliates’ or changes in the interpretation or implementation of such laws or regulations,
could have an adverse effect on our business and could increase negative perceptions of our business and industry. Additionally, the
use of lead providers and marketing affiliates could subject us to additional regulatory cost and expense. If our ability to use lead
generators or marketing affiliates were to be impaired, our business, prospects, results of operations, financial condition and cash
flows could be materially adversely affected.
In addition, we do business with third parties who are not part of our independent sales organization program, including third parties
who may refer potential small business customers to us or to whom we may refer potential customers for their business. In general, if
we refer an applicant that takes a loan from one of our strategic partners, that strategic partner pays us a commission based on the
amount of the originated loan. The partners determine whether to extend credit to referred applicants using their own credit models
and criteria.
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 most 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.
To the extent that independent sales organization program partners, other third parties or internal sales representatives mislead
loan applicants or engage or previously engaged in disreputable behavior, our reputation may be harmed and we may face liability.
We rely on third-party independent advisors, including commercial loan brokers, which we call independent sales organization
program partners, or ISOs, for a significant portion of the small business customers to whom we issue loans. As a consequence of their
status as independent contractors who provide services for multiple lenders, we have less control of third-party independent sales
activities as compared to the activities of our internal sales representatives.
Because ISOs earn fees on a commission basis, ISOs may have an incentive to mislead loan applicants, facilitate the submission by
loan applicants of false application data or engage in other disreputable behavior so as to earn additional commissions. We also rely on
our internal sales representatives for customer acquisition in our direct marketing channel, who may also be motivated to engage in
disreputable behavior to increase our customer base because such internal sales representatives are paid on a commission basis. If
ISOs or our internal sales representatives mislead our customers or engage in other disreputable behavior, our customers are less likely
to be satisfied with their experience and we may be subject to costly and time-consuming disputes. Negative publicity relating to ISOs
or internal sales representatives could impair our ability to continue to increase our revenue and our business could otherwise be
materially and negatively impacted.
We significantly enhanced, and regularly update, the nature and scope of the due diligence conducted on both prospective and existing
ISOs. We also implemented certain enhanced contractual provisions and compliance-related measures related to our ISO program.
While these measures were intended to improve certain aspects and reduce the risks of how we work with ISOs and how they work
with our customers, we cannot assure that these measures will work or continue to work as intended, that other compliance-related
concerns will not emerge in the future, that the ISOs will comply with these measures, and that these measures will not negatively
impact our business from this channel or have other unintended or negative impacts on our business beyond the ISO channel.
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In addition, we do business with third parties who are not part of our ISO program, including third parties who may refer potential
customers to us. Although such third parties are solely intended to refer to our internal processes, we are exposed to the risks of
potential misleading or disreputable behavior from these third parties as well as from our ISOs.
As to our sales force, sales representatives are given sales scripts and receive rigorous training, including in-person training on
avoiding unfair, abusive, and deceptive practices. In addition, internal sales representative calls are recorded and monitored for
purposes of compliance and quality assurance. Despite these controls, we cannot assure that they will work as intended or that all of
our internal sales representatives will comply with our procedures. Failure of our internal sales representatives to do so would expose
us to the same, or worse, consequences than those relating to the ISO channel. We also refer merchants to third-party lenders. It is
conceivable that we are exposed to risk if such third-party lenders engage in wrongful behavior.
We pay commissions to our strategic partners, other third parties and ISOs upfront and generally do not recover them in the event
the related term loan or line of credit is eventually charged off.
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.
Any violations of our Code of Business Conduct and Ethics, or the failure to detect any such violations, may cause our business,
financial condition or results of operations to be adversely affected.
Our Code of Business Conduct and Ethics prohibits us and our employees from engaging in unethical business practices. In addition,
our ISOs are required to comply with a code of conduct, or the ISO Code, tailored to their brokering services. We refer to our Code of
Business Conduct and Ethics and the ISO Code collectively as the “Code.” However, there can be no assurance that all of our
employees, agents, or contractors will refrain from acting in violation of our Code, or that we will be able to detect any such
violations. The investigation into potential violations of our Code, or even allegations of such violations, could disrupt our operations,
involve significant management distraction, and lead to significant costs and expenses, and such expenses may have a material adverse
effect on our financial results. If we, or our employees, agents or contractors, are found to have engaged in practices that violate our
Code, we could suffer severe fines, penalties or other consequences that may have a material adverse effect on our business, financial
condition or results of operations. In addition, negative public opinion could result from actual or alleged conduct by us, or our
employees, agents or contractors acting on our behalf, in any number of activities or circumstances in violation of our Code, including
employment related offenses, such as harassment (sexual or otherwise) and discrimination, regulatory compliance and the use and
protection of data and systems, or from actions taken by regulators or others in response to such conduct.
The use of personal data for credit underwriting is highly regulated, which exposes us to compliance risk and increased costs.
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 remains 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 FCRA may have a material adverse impact on
our business, including our operations, our mode and manner of conducting business and our financial results.
In addition, our operations in the State of California are subject to the California Consumer Privacy Act of 2018 (“CCPA”), which
expanded the privacy rights of California residents and regulates the sharing of consumer information of California residents, and the
California Privacy Rights Act (“CPRA”), which amended and expanded the rights and obligations under the CCPA. Compliance with
the CCPA and the CPRA has increased our costs of conducting business in California, and we could see increased litigation costs as a
result of these laws. Several other states have passed legislation regarding data privacy and use, which could create more risks and
potential costs.
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Negative public perception of our business could cause demand for our products to significantly decrease.
In recent years, consumer advocacy groups and some media reports have advocated governmental action to prohibit or place severe
restrictions on short-term and high-cost consumer loans. Such consumer advocacy groups and media reports generally focus on the
annual percentage rate for this type of consumer loan, which is compared unfavorably to the interest typically charged by banks to
consumers with top-tier credit histories. The fees and/or interest charged by us and others in the industry attract media publicity about
the industry and may be perceived as controversial. If the negative characterization of these types of loans becomes increasingly
accepted by consumers, demand for any or all of the consumer loan products that we offer could significantly decrease, which could
materially affect our business, prospects, results of operations, financial condition and cash flows. Additionally, if the negative
characterization of these types of loans is accepted by legislators and regulators, we could become subject to more restrictive laws and
regulations applicable to short-term loans or other consumer loan products that we offer that could materially adversely affect our
business, prospects, results of operations, financial condition and cash flows and could impair our ability to continue current
operations.
In addition, our ability to attract and retain customers is highly dependent upon the external perceptions of our level of service,
trustworthiness, business practices, financial condition and other subjective qualities. Negative perceptions or publicity regarding
these matters—even if related to seemingly isolated incidents, or even if related to practices not specific to short-term loans, such as
debt collection—could erode trust and confidence and damage our reputation among existing and potential customers, which could
make it difficult for us to attract new customers and retain existing customers and could significantly decrease the demand for our
products, could materially adversely affect our business, prospects, results of operations, financial condition and cash flows and could
impair our ability to continue current operations.
Control of the Congress and the executive branch of the U.S. government could have a significant impact on financial services
legislation passed in Congress and signed into law.
In January 2025, the Republican party took control of the Senate and retained control of the House of Representatives, and Donald
Trump was inaugurated as President of the United States. The Trump administration has publicly discussed meaningful changes to
staffing, structure and funding for regulatory bodies with authority over Enova businesses, changes in regulatory and tax burdens on
individuals and small businesses, and changes in immigration policies. We are unable to predict at this time the likelihood or effect of
any such policy or structural changes or any new legislation or regulations.
Current and future litigation or regulatory proceedings could have a material adverse effect on our business, prospects, results of
operations, financial condition and cash flows.
We have been and are currently subject to lawsuits (including purported class actions) that could cause us to incur substantial
expenditures, generate adverse publicity and could significantly impair our business, force us to cease doing business in one or more
jurisdictions or cause us to cease offering or alter one or more products. We are also likely to be subject to further litigation in the
future. An adverse ruling in or a settlement of any current or future litigation against us or another provider of loans or financings
similar to those we offer could cause us to have to refund fees and/or interest collected, forego collection of the principal amount of
loans or the delivery of purchased receivables, pay treble or other multiple damages, pay monetary penalties and/or modify or
terminate our operations in particular jurisdictions.
Defense of any lawsuit, even if successful, could require substantial time and attention of our management and could require the
expenditure of significant amounts for legal fees and other related costs. We and others are also subject to regulatory proceedings, and
we could suffer losses as a result of interpretations of applicable laws, rules and regulations in those regulatory proceedings, even if
we are not a party to those proceedings. Any of these events could have a material adverse effect on our business, prospects, results of
operations, financial condition and cash flows and could impair our ability to continue current operations.
Judicial decisions, CFPB rulemaking or amendments to the Federal Arbitration Act could render the arbitration agreements we
use illegal or unenforceable.
We include arbitration provisions in our consumer and small business loan and financing agreements. These provisions are designed
to allow us to resolve any customer disputes through individual arbitration rather than in court and explicitly provide that all
arbitrations will be conducted on an individual and not on a class basis. Thus, our arbitration agreements, if enforced, have the effect
of shielding us from class action liability. Our arbitration agreements do not generally have any impact on regulatory enforcement
proceedings. We take the position that the arbitration provisions in loan and financing agreements, including class action waivers, are
valid and enforceable; however, the enforceability of arbitration provisions is often challenged in court. If those challenges are
successful, our arbitration and class action waiver provisions could be unenforceable, which could subject us to additional litigation,
including additional class action litigation.
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In addition, the U.S. Congress has, 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.
The CFPB did issue a final rule on arbitration, which would have prohibited class action waivers in certain consumer financial
services contracts. However, the House and Senate each passed a resolution of disapproval of the rule, pursuant to their powers under
the Congressional Review Act, and the President signed the bill. Because the rule was disapproved, it cannot be reissued in
substantially the same form, and the CFPB cannot issue a substantially similar rule unless the new rule is specifically authorized by a
law enacted after the date of the joint resolution disapproving the original rule.
Any judicial decisions, legislation or other rules or regulations that impair our ability to enter into and enforce consumer arbitration
agreements and class action waivers will increase our exposure to class action litigation as well as litigation in plaintiff-friendly
jurisdictions, which would be costly and could have a material adverse effect on our business, prospects, results of operations,
financial condition and cash flows.
In some circumstances, federal preemption and application of an out-of-state choice of law provision will not, or may not, be
available for the benefit of certain non-bank purchasers of loans to defend against a state law claim of usury.
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-banks,
including by the Company.
In May 2015, the U.S. Court of Appeals for the Second Circuit held in Madden v. Midland Funding, LLC that federal law did not
preempt a state’s interest rate limitations when applied to a non-bank debt buyer of a consumer credit card loan seeking to collect
interest at the rate originally contracted for by a national bank.
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 2020, the attorneys general for a
number of states filed complaints in the U.S. District Court for the Northern District of California challenging the OCC and FDIC
rules on both substantive and procedural 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.
If we were deemed by a court to be the “true lender” of any loans originated by the issuing bank partner, it could impact the
enforceability of the loans; it could subject us to regulatory investigations, penalties and fines; we might have to alter the terms of the
loans we broker; it could create challenges for our capital markets and securitization models; we would have to change the way we do
business in such jurisdictions; and we may suffer an adverse impact on our business.
Significant changes in international laws or regulations or a deterioration of the political, regulatory or economic environment of
Brazil, or any other country in which we may begin operations, could affect our operations in these countries.
We offer, arrange and/or service online consumer loans to customers in Brazil. New legislation or regulations could further restrict the
loan products we offer.
Significant changes in international laws or regulations or a deterioration of the political, regulatory or economic environment of
Brazil could restrict our ability to sustain or expand our operations. Similarly, a significant change in laws, regulations or overall
treatment (including an interpretation or application of such laws and regulations not anticipated when exploring or initiating business)
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or a deterioration of the political, regulatory or economic environment of any other country in which we may decide to do business,
could also materially adversely affect our prospects and could restrict our ability to initiate a pilot program or develop a pilot program
into full business operations.
If our relationship with certain of our issuing bank partners was to end, or if the legal structure supporting such relationship is
successfully challenged, then we may have to comply with additional laws, regulations, and restrictions, and certain states may
require us to obtain a lending or similar license, or we may determine to withdraw from doing business in such state.
Some 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 some of 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.
If we were otherwise not able to work with an issuing bank partner or if we were to seek to make commercial and consumer loans
directly in certain states, we would have to attempt to comply with the laws of these states in other ways, including through obtaining
the appropriate licenses. Compliance with the laws of such states could be costly, and if we are unable to obtain such licenses, our
lending activity could substantially decrease or cease entirely in that state jurisdiction and our revenues, growth and profitability
would be harmed.
As of December 31, 2025, we operated programs with five separate bank partners, with purchases under these programs representing
31.6% of our consolidated originations and purchases for the year ended December 31, 2025. If our relationship with an issuing bank
partner of commercial and consumer loans were to end or if any other issuing bank partner were to cease operations, we would either
need to find a replacement financial institution with which to enter into a similar arrangement or we would need to obtain individual
federal, state or local lending licenses and otherwise comply with the laws of those jurisdictions in order to make loans in those
jurisdictions. Even if we were able to obtain the necessary licenses in those jurisdictions, compliance with the laws, rules and
regulations of those jurisdictions could be costly and, depending on the terms of the loans, the interest rates or other loan terms and
practices applicable to loans in those jurisdictions might be subject to limits, prohibitions or restrictions. If we were unable to maintain
the necessary relationships, unable to obtain the necessary licenses or unable to otherwise comply with applicable law, or in the
absence of a relationship with a bank partner were to determine that compliance with an applicable jurisdiction’s laws is cost-
prohibitive, we would be required to (or would seek to voluntarily) discontinue or curtail our business activity, or limit the rates of
interest charged on such loans, in those jurisdictions and would face increased costs and compliance burdens.
In addition, if it were found that our activities under our current arrangements with our issuing bank partners constituted impermissible
lending within any such jurisdiction, we could face penalties and fines within such jurisdictions, and all or a portion of the interest
charged on the loans and/or all or a portion of the principal of the loans could be found to be unenforceable or recoverable by the
borrower and, to the extent it is determined that the loans were not originated in accordance with all applicable laws, we could be
obligated to purchase certain loans that failed to comply with such legal requirements. Further, any finding that we engaged in lending
in states where we are not properly licensed to do so could lead to litigation, harm to our reputation and negatively impact our ability
to originate loans.
The failure of third parties who provide products, services or support to us to maintain their products, services or support could
disrupt our operations or result in a loss of revenue.
A portion of our consumer installment loan revenue depends in part on the willingness and ability of an unaffiliated third-party lender,
through the CSO program, to make loans to customers. We also utilize many other third parties to provide services to facilitate our
lending and financing, including in our underwriting and payment processing. In addition, we rely on a third-party lender in
connection with our lending business in Brazil. The loss of the relationship with any of these third parties, and an inability to replace
them or the failure of these third parties to maintain quality and consistency in their programs or services or to have the ability to
provide their products and services, could cause us to lose customers and substantially decrease the revenue and earnings of our
business. Our revenue and earnings could also be adversely affected if any of those third-party providers make material changes to the
products or services that we rely on. We also use third parties to support and maintain certain of our communication systems and
information systems. If a third-party provider fails to provide its products or services, makes material changes to such products and
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services, does not maintain its quality and consistency or fails to have the ability to provide its products and services, our operations
could be disrupted. Any of these events could result in a loss of revenue and could have a material adverse effect on our business,
prospects, results of operations, financial condition and cash flows.
Our business depends on the uninterrupted operation of our systems and business functions, including our information technology
and other business systems, as well as the ability of such systems to support compliance with applicable legal and regulatory
requirements.
Our business is highly dependent upon our employees’ ability to perform, in an efficient and uninterrupted fashion, necessary business
functions, such as internet support, contact center activities, and processing and servicing of our loans. A shut-down of or inability to
access the facilities in which our internet operations and other technology infrastructure are based, such as a power outage, a failure of
one or more of our information technology, telecommunications or other systems, or sustained or repeated disruptions of such systems
could significantly impair our ability to perform such functions on a timely basis and could result in a deterioration of our ability to
underwrite, approve and process loans and finance receivables, provide customer service, perform collections activities, or perform
other necessary business functions. Any such interruption could have a materially adverse effect on our business, prospects, results of
operations, financial condition and cash flows.
In addition, our systems and those of third parties on whom we rely must comply with applicable legal and regulatory requirements
and be capable of timely modification to comply with new or amended requirements. Any such systems problems going forward could
have a material adverse effect on our business, prospects, results of operations, financial conditions and cash flows and could impair
or prohibit our ability to continue current operations.
Decreased demand for our products and specialty financial services and our failure to adapt to such decrease could result in a loss
of revenue and could have a material adverse effect on us.
The demand for a particular product or service may decrease due to a variety of factors, such as regulatory restrictions that reduce
customer access to particular products, the availability of competing or alternative products or changes in customers’ financial
conditions. Should we fail to adapt to a significant change in our customers’ demand for, or access to, our products, our revenue could
decrease significantly. Even if we make adaptations or introduce new products to fulfill customer demand, customers may resist or
may reject products whose adaptations make them less attractive or less available. In any event, the effect of any product change on
the results of our business may not be fully ascertainable until the change has been in effect for some time. In particular, we have
changed, and will continue to change, some of our operations and the products we offer. Any of these events could result in a loss of
revenue and could have a material adverse effect on our business, prospects, results of operations, financial condition and cash flows.
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.
The CFPB also has broad authority to prohibit unfair, deceptive and abusive acts and practices and to investigate and penalize
financial institutions that violate this prohibition. In addition to having the authority to obtain monetary penalties for violations of
applicable federal consumer financial laws (including the CFPB’s own rules), the CFPB can require remediation of practices, pursue
administrative proceedings or litigation and obtain cease and desist orders (which can include orders for restitution or rescission of
contracts, as well as other kinds of affirmative relief). Also, where a company has violated Title X of the Dodd-Frank Act or CFPB
regulations implemented thereunder, the Dodd-Frank Act empowers state attorneys general and state regulators to bring civil actions
to remedy violations of state law. If the CFPB or one or more state attorneys general or state regulators believe that we have violated
any of the applicable laws or regulations, they could exercise their enforcement powers in ways that could have a material adverse
effect on our business, prospects, results of operations, financial condition and cash flows.
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We are subject to impairment risk.
At December 31, 2025, we had goodwill totaling $279.3 million on our consolidated balance sheet, all of which represents assets
capitalized in connection with acquisitions and business combinations. Accounting for goodwill requires significant management
estimates and judgment. Events may occur in the future, and we may not realize the value of our goodwill. Management performs
periodic reviews of the carrying value of our goodwill to determine whether events and circumstances indicate that impairment in
value may have occurred. A variety of factors could cause the carrying value of goodwill or an intangible asset to become impaired.
Should a review indicate impairment, a write-down of the carrying value of the goodwill or intangible asset would occur, resulting in a
non-cash charge, which could adversely affect our results of operations and could also lead to our inability to comply with certain
covenants in our financing documents, which could cause a default under those agreements.
If the information provided by customers to us is incorrect or fraudulent, we may misjudge a customer’s qualification to receive a
loan and our operating results may be harmed.
Our lending decisions are based partly on information provided to us by loan applicants. To the extent that these applicants provide
information to us in a manner that we are unable to verify, our loan decisioning process, including the OnDeck Score®, may not
accurately reflect the associated risk. In addition, data provided by third-party sources is a significant component of our loan
decisioning and this data may contain inaccuracies. Inaccurate analysis of credit data that could result from false loan application
information could harm our reputation, business and operating results.
In addition, we use identity and fraud checks analyzing data provided by external databases to authenticate each customer’s identity.
From time to time in the past, these checks have failed and there is a risk that these checks could also fail in the future, and fraud,
which may be significant, may occur. We may not be able to recoup funds underlying loans made in connection with inaccurate
statements, omissions of fact or fraud, in which case our revenue, operating results and profitability will be harmed. Fraudulent
activity or significant increases in fraudulent activity could also lead to regulatory intervention, negatively impact our operating
results, brand and reputation, and require us to take steps to reduce fraud risk, which could increase our costs.
We are subject to anticorruption laws including the U.S. Foreign Corrupt Practices Act, anti-money laundering laws and
economic sanctions laws, and our failure to comply therewith, particularly if we continue to expand internationally, could result in
penalties that could harm our reputation and have a material adverse effect on our business, prospects, results of operations,
financial condition and cash flows.
Anticorruption Laws. We are subject to the FCPA, which generally prohibits companies and their agents or intermediaries from
making improper payments to foreign officials for the purpose of obtaining or keeping business and/or other benefits. Although we
have policies and procedures designed to ensure that we, our employees, agents and intermediaries comply with the FCPA and other
anticorruption laws, such policies or procedures may not work effectively all of the time or protect us against liability for actions taken
by our employees, agents and intermediaries with respect to our business or any businesses that we may acquire. In the event that we
believe, or have reason to believe, that our employees, agents or intermediaries have or may have violated applicable anti-corruption
laws, including the FCPA, we may be required to investigate or have a third party investigate the relevant facts and circumstances,
which can be expensive and require significant time and attention from senior management. Our continued operation and expansion
outside the United States could increase the risk of such violations in the future.
Other countries in which we operate or have operated, including Brazil, and other countries where we intend to operate also have
anticorruption laws, which we are, have been or will be subject to.
If we are not in compliance with the FCPA and other laws governing the conduct of business with government entities (including local
laws), we may be subject to criminal and civil penalties and other remedial measures, which could have an adverse effect on our
business, reputation, results of operations and financial condition. Any investigation of any potential violations of the FCPA or other
anticorruption laws by U.S. or foreign authorities could harm our reputation and could have a material adverse effect on our business,
reputation, prospects, results of operations, financial condition and cash flows.
Anti–Money Laundering Laws. We are also subject to anti-money laundering laws and related compliance obligations in the United
States and other jurisdictions in which we do business. In the United States, the USA PATRIOT Act and the Bank Secrecy Act require
us to maintain an anti-money laundering compliance program covering certain of our business activities. The program must include:
(1) the development of internal policies, procedures and controls; (2) designation of a compliance officer; (3) an ongoing employee
training program; and (4) an independent audit function to test the program. If we are not in compliance with U.S. or other anti-money
laundering laws, we may be subject to criminal and civil penalties and other remedial measures, which could have an adverse effect on
our business, results of operations, financial condition and cash flows. Any investigation of any potential violations of anti-money
laundering laws by U.S. or international authorities could harm our reputation and could have a material adverse effect on our
business, prospects, results of operations, financial condition and cash flows.
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Economic Sanctions Laws. The United States has imposed economic sanctions that affect transactions with designated foreign
countries, nationals and others. In particular, the United States prohibits U.S. persons from engaging with individuals and entities
identified as “Specially Designated Nationals,” such as terrorists and narcotics traffickers. These prohibitions are administered by the
Treasury Department’s Office of Foreign Assets Control (“OFAC”). OFAC rules prohibit U.S. persons from engaging in financial
transactions with or relating to the prohibited individual, entity or country, require the blocking of assets in which the individual,
entity or country has an interest. Blocked assets (e.g., property or bank deposits) cannot be paid out, withdrawn, set off or transferred
in any manner without a license from OFAC. Other countries in which we operate also maintain economic and financial sanctions
regimes. In the event that we believe, or have reason to believe, that our employees, agents or intermediaries have or may have
violated applicable laws or regulations, we may be required to investigate or have a third party investigate the relevant facts and
circumstances, which can be expensive and require significant time and attention from senior management. If we are not in
compliance with OFAC regulations and other economic and financial sanctions regulations, we may be subject to criminal and civil
penalties and other remedial measures, which could have an adverse effect on our business, prospects, results of operations, financial
condition and cash flows. Any investigation of any potential violations of OFAC regulations or other economic sanctions by U.S. or
foreign authorities could harm our reputation and could have a material adverse effect on our business, prospects, results of operations,
financial condition and cash flows.
Any continued international expansion could increase the risk of violations of FCPA, anti-money laundering laws, OFAC regulations,
or similar applicable laws and regulations in the future.
Failure of operating controls could produce a significant negative outcome, including customer experience degradation, legal
expenses, increased regulatory cost, significant internal and external fraud losses and vendor risk.
Losses from operational failures can be material. These losses can arise from a wide range of breaches in controls, procedures,
processes and security. Breaches in any of these controls, procedures, processes or security measures could lead to significant legal
expense and even punitive damages. Internal fraud, including the stealing and dissemination of client personally identifiable
information, can create significant client distrust and result in serious legal action against us. Breaches in client onboarding and
servicing processes can degrade customer experience and place current and future revenues at risk. The continued proliferation and
technological advances in first and third-party fraud can result in large losses over a short period of time if undetected. While we seek
to enhance and develop our operational risk strategy and control structure, there can be no assurance that our efforts will be successful
and that we will avoid material operational losses. These potential operational risk loss scenarios are not exhaustive and we could
experience a significant loss in any scenario if our operational risk enhancements do not keep pace with our business, capabilities or
our continued organizational growth and complexity. In addition, operational failures could have a significant effect on our reputation
which could cause additional material harm to our business and prospects.
Increased competition from banks, credit card companies, other consumer and small business lenders, and other entities offering
similar financial products and services could adversely affect our business, prospects, results of operations, financial condition and
cash flows.
We have many competitors. Our principal competitors are consumer and small business loan and finance companies, CSOs, online
lenders, credit card companies, auto title lenders and other financial institutions that offer similar financial products and services,
including loans on an unsecured as well as a secured basis. Many other financial institutions or other businesses that do not now offer
products or services directed toward our traditional customer base, many of whom may be much larger than us, could begin doing so.
Significant increases in the number and size of competitors for our business could result in a decrease in the number of loans that we
fund or necessitate a change in the terms of the loans that we offer, resulting in lower levels of revenue and earnings in these
categories.
Competitors of our business may operate, or begin to operate, under business models less focused on legal and regulatory compliance,
which could put us at a competitive disadvantage. Some of our U.S. competitors operate using other business models, including a
“tribal model” where the lender follows the laws of a Native American tribe regardless of the state in which the customer resides.
Competitors using these models may be able to lend in jurisdictions where we do not and may have higher revenue per customer and
significantly less burdensome compliance requirements, among other advantages. Additionally, negative perceptions about these
models could cause legislators or regulators to pursue additional industry restrictions that could affect the business model under which
we operate. To the extent that these models or other new lending models gain acceptance among consumers, small businesses and
investors or that they face less onerous regulatory restrictions than we do, we may be unable to replicate their business practices or
otherwise compete with them effectively, which could cause demand for our products to decline substantially. We may be unable to
compete successfully against any or all of our current or future competitors. As a result, we could lose market share and our revenue
could decline, thereby affecting our ability to generate sufficient cash flow to service our indebtedness and fund our operations. Any
such changes in our competition could materially adversely affect our business, prospects, results of operations, financial condition
and cash flows.
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A sustained deterioration in the economy could reduce demand for our products and services and result in reduced earnings.
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 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.
We may be unable to protect our proprietary technology and analytics or keep up with that of our competitors.
The success of our business depends to a significant degree upon the protection of our software, fraud defenses, underwriting
algorithms and other proprietary intellectual property rights. We may be unable to deter misappropriation of our proprietary
information, detect unauthorized use or take appropriate steps to enforce our intellectual property rights. In addition, competitors
could, without violating our proprietary rights, develop technologies that are as good as or better than our technology. Our failure to
protect our software and other proprietary intellectual property rights or to develop technologies that are as good as our competitors’
could put us at a disadvantage relative to our competitors. Any such failures could have a material adverse effect on our business.
We may be subject to intellectual property disputes, which are costly to defend and could harm our business and operating results.
From time to time, we face, and we expect to face in the future, allegations that we have infringed the trademarks, copyrights, patents
or other intellectual property rights of third parties, including from our competitors or non-practicing entities. Patent and other
intellectual property litigation may be protracted and expensive, and the results are difficult to predict and may require us to stop
offering certain products or product features, acquire licenses, which may not be available at a commercially reasonable price or at all,
or modify our products, product features, processes or websites while we develop non-infringing substitutes.
In addition, we use open source software in our technology platform and plan to use open source software in the future. From time to
time, we may face claims from parties claiming ownership of, or demanding release of, the source code, potentially including our
valuable proprietary code, or derivative works that were developed using such software, or otherwise seeking to enforce the terms of
the applicable open source license. These claims could also result in litigation, require us to purchase a costly license or require us to
devote additional research and development resources to change our platform, any of which could have a negative effect on our
business and operating results.
We are subject to cybersecurity risks and security breaches and may incur increasing costs in an effort to minimize those risks and
to respond to cyber incidents.
Our business involves the storage and transmission of consumers’ and businesses’ proprietary information, and security breaches
could expose us to a risk of loss or misuse of this information, litigation, and potential liability. We are entirely dependent on the
secure operation of our websites and systems as well as the operation of the internet generally. While we have incurred no material
cyber-attacks or security breaches to date, a number of other companies have disclosed cyber-attacks and security breaches, some of
which have involved intentional attacks.
Attacks may be targeted at us, our customers, or both. Although we devote significant resources to maintain and regularly upgrade our
systems and processes that are designed to protect the security of our computer systems, software, networks and other technology
assets and the confidentiality, integrity and availability of information belonging to us and our customers, our security measures may
not provide absolute security. Despite our efforts to ensure the integrity of our systems, it is possible that we may not be able to
anticipate or to implement effective preventive measures against all security breaches, especially because the techniques used by
hackers change frequently or may not be recognized until launched, and because cyber-attacks can originate from a wide variety of
sources, including third parties outside the Company such as persons who are involved with organized crime or associated with
external service providers or who may be linked to terrorist organizations or hostile foreign governments. These risks may increase in
the future as we continue to increase our mobile and other internet-based product offerings and expand our internal usage of web-
based products and applications or expand into new countries. Additionally, the risk of successful cyber-attacks and data breaches may
increase with the use of artificial intelligence, which may accelerate such attacks and cause them to evolve more rapidly. If an actual
or perceived breach of security occurs, customer and/or supplier perception of the effectiveness of our security measures could be
harmed and could result in the loss of customers, suppliers or both. Actual or anticipated attacks and risks may cause us to incur
increasing costs, including costs to deploy additional personnel and protection technologies, train employees, and engage third-party
experts and consultants.
A successful penetration or circumvention of the security of our systems could cause serious negative consequences, including
significant disruption of our operations, misappropriation of our confidential information or that of our customers, or damage to our
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computers or systems or those of our customers and counterparties, and could result in violations of applicable privacy and other laws,
financial loss to us or to our customers, loss of confidence in our security measures, customer dissatisfaction, significant litigation
exposure, and harm to our reputation, all of which could have a material adverse effect on us. In addition, our applicants provide
sensitive information, including bank account information, when applying for loans or financing. We rely on encryption and
authentication technology licensed from third parties to provide the security and authentication to effectively secure transmission of
confidential information, including customer bank account and other personal information. Advances in computer capabilities, new
discoveries in the field of cryptography or other developments may result in the technology used by us to protect transaction data
being breached or compromised. Data breaches can also occur as a result of non-technical issues. In addition, federal and some state
regulators are considering rules and standards to address cybersecurity risks and many U.S. states have already enacted laws requiring
companies to notify individuals of data security breaches involving their personal data. These mandatory disclosures regarding a
security breach are costly to implement and may lead to widespread negative publicity, which may cause customers to lose confidence
in the effectiveness of our data security measures.
Our servers are also vulnerable to computer viruses, physical or electronic break-ins, and similar disruptions, including denial-of-
service attacks. We may need to expend significant resources to protect against security breaches or to address problems caused by
breaches. Security breaches, including any breach of our systems or by persons with whom we have commercial relationships that
result in the unauthorized release of consumers’ personal information or businesses’ proprietary information, could damage our
reputation and expose us to a risk of loss or litigation and possible liability. In addition, many of the third parties who provide
products, services or support to us could also experience any of the above cyber risks or security breaches, which could impact our
customers and our business and could result in a loss of customers, suppliers or revenue.
Any of these events could result in a loss of revenue and could have a material adverse effect on our business, prospects, results of
operations, financial condition and cash flows.
Our ability to collect payment on loans and maintain the accuracy of accounts may be adversely affected by computer viruses,
electronic break-ins, technical errors and similar disruptions.
The accessibility and automated nature of our platform may make for an attractive target for hacking, computer viruses, physical or
electronic break-ins and similar disruptions. Despite efforts to ensure the integrity of our platform, it is possible that we may not be
able to anticipate or to implement effective preventive measures against all security breaches of these types, in which case there would
be an increased risk of fraud or identity theft, and we may experience losses on, or delays in the collection of amounts owed on, a
fraudulently induced loan. In addition, the software that we have developed is highly complex and may contain undetected technical
errors that could cause our computer systems to fail. Because each loan and financing provided involves our proprietary underwriting
and fraud scoring models, and the applications are highly automated, any failure of our computer systems involving our proprietary
credit and fraud scoring models and any technical or other errors contained in the software pertaining to our proprietary underwriting
and fraud scoring models could compromise the ability to accurately evaluate potential customers, which would negatively impact our
results of operations. Furthermore, any failure of our computer systems could cause an interruption in operations that may result in
disruptions or reductions in the amount of collections from the loans and financings we provide to customers. If any of these risks
were to materialize, it could have a material adverse effect on our business, prospects, results of operations, financial condition or cash
flows.
If internet search engine providers change their methodologies for organic rankings or paid search results, or our organic
rankings or paid search results decline for other reasons, our new customer growth or volume from returning customers could
decline.
Our new customer acquisition marketing and our returning customer relationship management is partly dependent on search engines
such as Google, Bing and Yahoo! to direct a significant amount of traffic to our desktop and mobile websites via organic ranking and
paid search advertising. Our competitors’ paid search activities, pay per click or search engine marketing may result in their sites
receiving higher paid search results than ours and significantly increasing the cost of such advertising for us.
Our paid search activities may not produce (and in the past have not always produced) the desired results. Internet search engines
often revise their methodologies, which could adversely affect our organic rankings or paid search results, resulting in a decline in our
new customer growth or existing customer retention, difficulty for our customers in using our web and mobile sites, more successful
organic rankings, paid search results or tactical execution efforts for our competitors than for us, a slowdown in overall growth in our
customer base and the loss of existing customers, and higher costs for acquiring returning customers, which could adversely impact
our business. In addition, search engines could implement policies that restrict the ability of consumer finance companies such as us to
advertise their services and products, which could preclude companies in our industry from appearing in a favorable location or any
location in the organic rankings or paid search results when certain search terms are used by the consumer. For example, Google’s
policy prohibits lenders, lead providers and affiliates from advertising certain financial products on Google AdWords. Advertisements
for personal loans that require repayment within 60 days, or U.S. loans with an APR of 36 percent or more, are not allowed on Google
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paid search advertising. In addition, Google requires that advertisements for personal loans contain or link to information about the
features, fees, risks and benefits of the advertised loan product.
Our online marketing efforts are also susceptible to actions by third parties that could negatively impact our search results. Our sites
have experienced meaningful fluctuations in organic rankings and paid search results in the past, and we anticipate similar fluctuations
in the future. Any reduction in the number of consumers or small businesses directed to our web and mobile sites could harm our
business and operating results.
Failure to keep up with the rapid changes in e-commerce and the uses and regulation of the internet could harm our business.
The business of providing products and services such as ours over the internet is dynamic and relatively new. We must keep pace with
rapid technological change, consumer and small business use habits, internet security risks, risks of system failure or inadequacy, and
governmental regulation and taxation, and each of these factors could adversely impact our business. In addition, concerns about
fraud, computer security and privacy and/or other problems may discourage additional consumers and small businesses from adopting
or continuing to use the internet as a medium of commerce. In countries such as the United States, where e-commerce generally has
been available for some time and the level of market penetration of our online financial services is relatively high, acquiring new
customers for our services may be more difficult and costly than it has been in the past. In order to expand our customer base, we must
appeal to and acquire customers who historically have used traditional means of commerce to conduct their financial services
transactions. If these customers prove to be less profitable than our previous customers, and we are unable to gain efficiencies in our
operating costs, including our cost of acquiring new customers, our business could be adversely impacted.
Our business is subject to complex and evolving U.S. and international laws and regulations regarding privacy, data protection,
and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in
claims, changes to our business practices, monetary penalties, increased cost of operations, or declines in user growth or
engagement, or otherwise harm our business.
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, previously 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.
Growth may place significant demands on our management and our infrastructure and could be costly.
We have experienced substantial growth in our business. This growth has placed and may continue to place significant demands on
our management and our operational and financial infrastructure. Expanding our products or entering into new jurisdictions with new
or existing products can be costly and require significant management time and attention. Additionally, as our operations grow in size,
scope and complexity and our product offerings increase, we will need to enhance and upgrade our systems and infrastructure to offer
an increasing number of enhanced solutions, features and functionality. The expansion of our systems and infrastructure will require
us to commit substantial financial, operational and technical resources in advance of an increase in the volume of business, with no
assurance that the volume of business will increase. Continued growth could also strain our ability to maintain reliable service levels
for our customers, develop and improve our operational, financial and management controls, develop and enhance our legal and
compliance controls and processes, enhance our reporting systems and procedures and recruit, train and retain highly skilled
personnel. Competition for these personnel is intense and is particularly intense for technology and analytics professionals. We may
not be successful in attracting and retaining qualified personnel. We have from time to time in the past experienced, and we expect to
experience in the future, difficulty in hiring and retaining highly skilled employees with appropriate qualifications. Many of the
companies with which we compete for experienced personnel have greater resources or more attractive compensation mixes than we
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have had. Managing our growth will require significant expenditures and allocation of valuable management resources. Failure to
achieve the necessary level of efficiency in our organization as it grows could materially adversely affect our business, prospects,
results of operations, financial condition and cash flows and could impair our ability to continue current operations.
New top-level domain names may allow the entrance of new competitors or dilution of our brands, which may reduce the value of
our domain name assets.
We have invested heavily in promoting our brands, including our website addresses. The Internet Corporation for Assigned Names
and Numbers, the entity responsible for administering internet protocol addresses, has introduced additional new domain name
suffixes in different formats, many of which may be more attractive than the formats held by us and which may allow the entrance of
new competitors at limited cost. It may also permit other operators to register websites with addresses similar to ours, causing
customer confusion and dilution of our brands, which could materially adversely affect our business, prospects, results of operations,
financial condition and cash flows. Any defensive domain registration strategy or attempts to protect our trademarks or brands could
become a large and recurring expense and may not be successful.
Future acquisitions could disrupt our business and harm our financial condition and operating results.
Our success will depend, in part, on our ability to expand our product and service offerings and markets and grow our business in
response to changing customer demands, regulatory environments, technologies and competitive pressures. In some circumstances, we
may expand our offerings through the acquisition of complementary businesses, solutions or technologies rather than through internal
development. The identification of suitable acquisition candidates can be difficult, time-consuming and costly, and we may not be able
to successfully complete identified acquisitions. Furthermore, even if we successfully complete an acquisition, we may not be able to
successfully assimilate and integrate the business, technologies, solutions, personnel or operations of the business that we acquire,
particularly if key personnel of an acquired company decide not to work for us. In addition, we may issue equity securities to complete
an acquisition, which would dilute our stockholders’ ownership and could adversely affect the price of our common stock.
Acquisitions may also involve the entry into geographic or business markets in which we have little or no prior experience or may
expose us to additional material liabilities. Consequently, we may not achieve anticipated benefits of the acquisitions, which could
harm our operating results.
The preparation of our financial statements and certain tax positions taken by us require the judgment of management, and we
could be subject to risks associated with these judgments or could be adversely affected by the implementation of new, or changes
in the interpretation of existing, accounting principles, financial reporting requirements or tax rules.
The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities, and disclosure of contingent assets and liabilities, at the dates of the consolidated financial statements and the
reported amounts of revenue and expenses during the reporting periods.
We carry our loans and finance receivables at fair value on the consolidated balance sheets. The fair values of our loans and finance
receivables are determined using Level 3 inputs for which changes could significantly impact our fair value measurements. Valuations
are highly dependent upon the reasonableness of our assumptions and the predictability of the relationships that drive the results of our
valuation methodologies. A variety of factors including, but not limited to, estimated customer default rates, the timing of expected
payments, estimated costs to service the portfolio, interest rates, observed credit spreads in the marketplace and valuations of
comparable portfolios may ultimately affect the fair values of our loans and finance receivables. Modifications to our assumptions due
to the passage of time and more information becoming available could result in material changes to our fair value calculations. These
changes to fair value could adversely affect our results of operations. These changes are generally recorded directly to the income
statement, which may make our financial statements less comparable to others in the industry that do not record their loan balances
under the fair value option.
Management’s judgment is required in determining the provision for income taxes, the deferred tax assets and liabilities and any
valuation allowance recorded against deferred tax assets. Management’s judgment is also required in evaluating whether tax benefits
meet the more-likely-than-not threshold for recognition under Accounting Standards Codification 740-10-25, Income Taxes. Our
interpretations of tax laws are subject to review and examination by the various taxing authorities in the jurisdictions where we
operate, and disputes may occur regarding our view on a tax position. These disputes over interpretations with the various taxing
authorities may be settled by audit, administrative appeals or adjudication in the court systems of the tax jurisdictions in which we
operate. In addition, we may revise our estimate of income taxes due to changes in income tax laws, legal interpretations, and business
strategies. It is possible that revisions in our estimate of income taxes may materially affect our results of operations in any reporting
period. We regularly review whether we may be assessed additional income taxes as a result of the resolution of these matters, and we
record additional reserves as appropriate.
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In addition, we prepare our financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”), and its
interpretations are subject to change over time. If new rules or interpretations of existing rules require us to change our financial
reporting, our results of operations and financial condition could be materially adversely affected, and we could be required to restate
historical financial reporting.
Our U.S. consumer and small business loan businesses are seasonal in nature, which causes our cash flows to fluctuate over the
year.
Our U.S. consumer and small business loan businesses are affected by fluctuating demand for our products and services and
fluctuating collection rates throughout the year. Demand for our consumer loan products 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. Demand for our small business loan products and services in the
United States has historically been highest in the fourth quarter and early first quarter of each year, corresponding generally to holiday
and post-holiday season needs, and lowest at the end of the first quarter and beginning of the second quarter of each year, where we
believe that our customers’ businesses are generally slower. This seasonality requires us to manage our cash flows over the course of
the year. If our originations were to increase and our collections were to fall substantially below what we would normally expect
during certain periods, our ability to service debt and meet our other liquidity requirements may be adversely affected, which could
have a material adverse effect on our business, prospects, results of operations, and financial condition.
Potential union activities could have an adverse effect on our relationship with our workforce.
None of our employees are currently covered by a collective bargaining agreement or represented by an employee union. Occasionally
we experience union organizing activities. If our employees become represented by an employee union or become subject to a
collective bargaining agreement, it may make it more difficult for us to manage our business and to attract and retain new employees
and may increase our cost of doing business. Having our employees become represented by an employee union, having a collective
bargaining agreement or having additional requirements related to our employees imposed on us could result in work stoppages and
higher employee costs and could have a material adverse effect on our business, prospects, results of operations, financial condition
and cash flows and could impair our ability to continue current operations.
Our success is dependent, in part, upon our officers, and if we are not able to attract and retain qualified officers, our business
could be materially adversely affected.
Our success depends, in part, on our officers, which are a relatively small group of individuals. Many members of the senior
management team have significant industry experience, and we believe that our senior management would be difficult to replace, if
necessary. Because the market for qualified individuals is highly competitive, we may not be able to attract and retain qualified
officers or candidates. In addition, increasing regulations on and negative publicity about the consumer financial services industry
could affect our ability to attract and retain qualified officers. If we are unable to attract or retain qualified officers, it could materially
adversely affect our business.
Our operations could be subject to natural disasters and other business disruptions, which could adversely impact our future
revenue and financial condition and increase our costs and expenses.
Our services and operations are vulnerable to damage or interruption from tornadoes, hurricanes, earthquakes, fires, floods, other
natural disasters, power losses, telecommunications failures, terrorist attacks, acts of war, human errors, public health crises and
similar events. A significant natural disaster, such as a tornado, hurricane, earthquake, fire or flood, could have a material adverse
impact on our ability to conduct business, and our insurance coverage may be insufficient to compensate for losses that may occur.
Despite any precautions we may take, system interruptions and delays could occur if there is a natural disaster, if a third-party
provider closes a facility we use without adequate notice for financial or other reasons, or if there are other unanticipated problems at
our leased facilities. Because we rely heavily on our servers, computer and communications systems and the internet to conduct our
business and provide high-quality customer service, disruptions could harm our ability to run our business and cause lengthy delays
which could harm our business, results of operations and financial condition. Acts of terrorism, war, civil unrest, violence or human
error could cause disruptions to our business or the economy as a whole. Our business interruption insurance may not be sufficient to
compensate us for losses that may result from interruptions in our service as a result of system failures or other disruptions. Any of
these events could cause consumer and small business confidence to decrease, which could result in a decreased number of loans and
financing being made to customers. Any of these occurrences could have a material adverse effect on our business, prospects, results
of operations, financial condition and cash flows.
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We may incur property, casualty or other losses not covered by insurance.
We maintain a program of insurance coverage for various types of property, casualty and other risks. The types and amounts of
insurance that we obtain will vary from time to time, depending on availability, cost and management’s decisions with respect to risk
retention. The policies are subject to deductibles and exclusions that could result in our retention of a level of risk on a self-insurance
basis. Losses not covered by insurance could be substantial and may increase our expenses, which could harm our results of operations
and financial condition.
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.
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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.
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Risks Related to our Indebtedness
We have incurred significant indebtedness, which could adversely affect our financial condition and prevent us from fulfilling our
obligations under anticipated agreements governing our indebtedness.
As of December 31, 2025, we had approximately $4,498.4 million of total debt outstanding. Interest expense on our indebtedness
totaled $341.1 million during the year ended December 31, 2025. Our level of debt could have important consequences to our
stockholders, including:
• limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or other
general corporate requirements;
• requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby
reducing the amount of cash flows available for working capital, capital expenditures, acquisitions and other general corporate
purposes;
• increasing our vulnerability to general adverse economic and industry conditions;
• exposing us to the risk of increased interest rates to the extent that our borrowings are at variable rates of interest;
• limiting our flexibility in planning for and reacting to changes in the industry in which we compete;
• placing us at a disadvantage compared to other, less leveraged competitors or competitors with comparable debt and more
favorable terms and thereby affecting our ability to compete; and
• increasing our cost of borrowing.
We and our subsidiaries may incur significant additional indebtedness in the future. If new indebtedness is added to our current
indebtedness levels, the related risks that we face would increase.
The terms of the agreements governing our indebtedness restrict our current and future operations, particularly our ability to
respond to changes or to take certain actions, which could harm our long-term interests.
The agreements governing our indebtedness contain various restrictive covenants and require that we maintain certain financial ratios
that impose operating and financial restrictions on us and limit our ability to engage in actions that may be in our long-term best
interests. These restrictive covenants, among other things, restrict our ability to:
• incur additional debt;
• incur or permit certain liens to exist;
• make certain investments;
• merge or consolidate with or into, or convey, transfer, lease or dispose of all or substantially all of our assets to, another
company;
• make certain dispositions;
• make certain payments; and
• engage in certain transactions with affiliates.
As a result of all of these covenants and restrictions, we may be:
• limited in how we conduct our business;
• unable to raise additional debt or equity financing to operate during general economic or business downturns;
• restricted in our ability to acquire new businesses; or
• unable to compete effectively or to take advantage of new business opportunities.
Any failure to comply with any of these financial and other affirmative and negative covenants could constitute an event of default or
trigger an amortization event under our debt agreements, entitling the lenders to, among other things, terminate future credit
availability (including under our Credit Agreement), increase the interest rate on outstanding debt, and/or accelerate the maturity of
outstanding obligations under our debt agreements. If we were unable to repay the amounts due and payable under such debt
agreements that are secured, the applicable lenders and noteholders could seek remedies, including against the collateral pledged
under such facilities. An acceleration of the debt under certain facilities could also lead to a default under other facilities due to cross-
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acceleration provisions. Any such default could materially adversely affect our business, prospects, results of operations, financial
condition and cash flows and could impair our ability to continue current operations. In addition, we act as servicer with respect to
certain of our securitization facilities. If we default in our servicing obligations, an early amortization event or default could occur
with respect to the applicable facility and we could be replaced as servicer.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” in
Part II, Item 7 of this report for additional information concerning our indebtedness.
We may not be able to generate sufficient cash to service our indebtedness and may be forced to take other actions to satisfy our
obligations under our indebtedness, which may not be successful.
Our ability to make scheduled payments on or refinance prior to maturity our debt obligations will depend on our financial condition
and operating performance and our ability to enter into other debt financings, which are subject to prevailing economic and
competitive conditions and to financial, business, legislative, regulatory, capital markets and other factors beyond our control. We
might not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if
any, and interest on our indebtedness. For information regarding the risks to our business that could impair our ability to satisfy our
obligations under our indebtedness, see “Risk Factors—Risks Related to Our Business and Industry.” If our cash flows and capital
resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to
reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity
capital or restructure or refinance our indebtedness. We may not be able to effect any such alternative measures on commercially
reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service
obligations. If we cannot make scheduled payments on our debt, we will be in default, and lenders could declare all outstanding
principal and interest to be due and payable, the lenders under our Credit Agreement could terminate their commitments to loan
money and we could be forced into bankruptcy or liquidation. The agreements governing our indebtedness restrict our ability to
dispose of certain assets and use the proceeds from those dispositions and may also restrict our ability to raise debt or equity capital to
be used to repay other indebtedness when it becomes due. We may not be able to consummate those dispositions or to obtain proceeds
in an amount sufficient to meet any debt service obligations then due. Our inability to generate sufficient cash flows to satisfy our debt
obligations, or to refinance our indebtedness on commercially reasonable terms or at all, would materially and adversely affect our
financial condition, liquidity, results of operations and cash flows and our ability to satisfy our obligations under our indebtedness.
Changes in our financial condition or a potential disruption in the capital markets could reduce available capital.
If funds are not available from our operations and any excess cash or from our Credit Agreement, we may be required to access the
banking and credit markets to meet our financial commitments and short-term liquidity needs. We also expect to periodically access
the debt capital markets to obtain capital to finance growth. Efficient access to the debt capital markets will be critical to our ongoing
financial success; however, our future access to the debt capital markets could become restricted due to a variety of factors, including
a deterioration of our earnings, cash flows, balance sheet quality, or overall business or industry prospects, adverse regulatory
changes, a disruption to or deterioration in the state of the capital markets or a negative bias toward our industry by market
participants. Disruptions and volatility in the capital markets may cause banks and other credit providers to restrict availability of new
credit. Due to the negative bias toward our industry, commercial banks and other lenders have restricted access to available credit to
participants in our industry, and we may have more limited access to commercial bank lending than other businesses. Our ability to
obtain additional financing in the future will depend in part upon prevailing capital market conditions, and a potential disruption in the
capital markets may adversely affect our efforts to arrange additional financing on terms that are satisfactory to us, if at all. If adequate
funds are not available, or are not available on acceptable terms, we may not have sufficient liquidity to fund our operations, make
future investments, take advantage of acquisitions or other opportunities, or respond to competitive challenges and this, in turn, could
adversely affect our ability to advance our strategic plans. Additionally, if the capital and credit markets experience volatility, and the
availability of funds is limited, third parties with whom we do business may incur increased costs or business disruption and this could
adversely affect our business relationships with such third parties.
Increases in customer default rates could make us and our loans less attractive to lenders under debt facilities and investors in
securitizations which may adversely affect our access to financing and our business.
Increases in customer default rates could make us and our loans less attractive to our existing (or prospective) funding sources. If our
existing funding sources do not achieve their desired financial returns or if they suffer losses, they (or prospective funding sources)
may increase the cost of providing future financing or refuse to provide future financing on terms acceptable to us or at all. Certain of
our securitization facilities and asset-backed notes issued by our subsidiaries are non-recourse to Enova and are collateralized by our
loans. If the loans securing such securitization facilities and asset-backed notes fail to perform as expected, the lenders under our
securitization facilities and investors in our asset-backed notes, or future lenders or investors in similar arrangements, may increase the
cost of providing financing or refuse to provide financing on terms acceptable to us or at all. If we were to be unable to arrange new or
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alternative methods of financing on favorable terms, we may have to curtail or cease our origination of loans, which could have a
material adverse effect on our business, financial condition, operating results and cash flow.
Risks Related to our Common Stock and the Securities Market
Certain provisions of our restated certificate of incorporation, amended and restated bylaws and Delaware law may discourage
takeovers.
Our restated certificate of incorporation authorizes our Board of Directors to issue preferred stock and to determine the designations,
powers, preferences, and relative, participating, optional, or other special rights, if any, and the qualifications, limitations, or
restrictions of our preferred stock, including the number of shares, in any series, without any further vote or action by the
stockholders. The rights of the holders of our common stock will be subject to the rights of the holders of any preferred stock that may
be issued in the future. The issuance of preferred stock could delay, deter, or prevent a change in control and could adversely affect the
voting power or economic value of our stock.
In addition, some provisions of our restated certificate of incorporation and amended and restated bylaws could make it more difficult
for a third party to acquire control of us, even if the change of control would be beneficial to our stockholders, including:
• limitations on the ability of our stockholders to call special meetings;
• limitations on the ability of our stockholders to act by written consent;
• a separate vote of 80% of the voting power of the outstanding shares of capital stock in order for stockholders to amend the
bylaws; and
• advance notice provisions for stockholder proposals and nominations for elections to the Board of Directors to be acted upon at
meetings of stockholders.
The market price of our shares may fluctuate widely.
The market price of our common stock may be influenced by many factors, some of which are beyond our control, including, among
other things:
• changes in federal, state or international laws and regulations affecting our industry;
• actual or anticipated variations in quarterly and annual operating results;
• changes in financial estimates and recommendations by research analysts following our common stock or the failure of research
analysts to cover our common stock;
• actual or anticipated changes in the United States or international economies;
• terrorist acts or wars or other major catastrophic events;
• announcements by us or our competitors of significant acquisitions, strategic partnerships, divestitures, joint ventures, or other
strategic initiatives;
• the trading volume of our common stock; and
• the other risks and uncertainties described herein.
The stock markets have experienced price and volume fluctuations that have affected and continue to affect the market price of equity
securities of many companies. These fluctuations have often been unrelated or disproportionate to the operating performance of these
companies. These broad market fluctuations, as well as general economic, systemic, political, and market conditions, such as
recessions, loss of investor confidence or interest rate changes, may negatively affect the market price of our common stock.
If securities or industry analysts publish research that is unfavorable about our business, our stock price and trading volume could
decline.
The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about
us or our business. We currently have a limited number of analysts who are publishing research about us. In the event that one or more
of our analysts downgrades our stock or publishes misleading or unfavorable research about our business, our stock price could
decline. If one or more of these analysts ceases coverage of our company, demand for our stock may decrease, which could cause our
stock price or trading volume to decline.
39
We do not anticipate paying any dividends on our common stock in the foreseeable future. As a result, stockholders will need to
sell their shares of common stock to receive any income or realize a return on their investment.
We do not anticipate paying any dividends on our common stock in the foreseeable future. Any declaration and payment of future
dividends to holders of our common stock may be limited by the provisions of the Delaware General Corporation Law (“DGCL”) and
are limited by the terms of the Credit Agreement, 2028 Senior Notes, 2029 Senior Notes and our loan securitization facilities. The
future payment of dividends, if permitted, will be at the sole discretion of our Board of Directors and will depend on many factors,
including our earnings, capital requirements, financial condition, and other considerations that our Board of Directors deem relevant.
As a result, to receive any income or realize a return on their investment, our stockholders will need to sell their shares of common
stock.
Our restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the exclusive forum for
certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial
forum for disputes with us.
Our restated certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the sole and exclusive
forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty
owed to us or our stockholders by any of our directors, officers, employees or agents, (iii) any action asserting a claim against us
arising under the DGCL or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine. Our
stockholders are deemed to have notice of and have consented to the provisions of our restated certificate of incorporation related to
choice of forum. The choice of forum provision in our restated certificate of incorporation may limit our stockholders’ ability to obtain
a favorable judicial forum for disputes with us.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
Our Board of Directors recognizes the critical importance of maintaining the trust and confidence of our customers, clients, business
partners and employees. The Audit Committee of the Board in conjunction with the Board is actively involved in the oversight of risk,
and cybersecurity represents an important component of our overall approach to risk management. Our cybersecurity policies,
standards, processes and practices, which are based on recognized frameworks established by the National Institute of Standards and
Technology and other applicable industry standards, are fully integrated into our overall risk management. In general, we seek to
address cybersecurity risks through a comprehensive, cross-functional approach that is focused on preserving the confidentiality,
integrity and availability of the information that we collect and store by seeking to identify, prevent and mitigate cybersecurity threats
and effectively respond to cybersecurity incidents that may occur.
Risk Management and Strategy
Our cybersecurity risk management program is focused on the following key areas:
• Governance. As discussed in more detail under the heading “Governance,” the Board's oversight of cybersecurity risk
management is supported by the Audit Committee of the Board, which regularly reviews the Company’s cybersecurity risk
management approach and interacts with various members of management.
• Collaborative Approach. We use a comprehensive, cross-functional approach to identify, prevent and mitigate cybersecurity
threats and incidents, and have implemented procedures designed to promptly escalate certain cybersecurity incidents so that
decisions regarding the public disclosure and reporting of such incidents can be made by senior management in a timely manner.
• Technical Safeguards. We deploy technical safeguards that are designed to protect our information systems from cybersecurity
threats, including next-generation firewalls, intrusion prevention and detection systems, antimalware functionality and access
controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence.
• Incident Response and Recovery Planning. We have established and maintain incident response and recovery plans that
address our response to a cybersecurity incident, and such plans are evaluated on a regular basis.
• Third-Party Risk Management. We maintain a comprehensive, risk-based approach to identifying and overseeing cybersecurity
risks presented by third parties, including vendors, service providers and other external users of our systems, as well as the
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systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-
party systems.
• Education and Awareness. We provide regular, mandatory training for personnel regarding cybersecurity threats as a means to
equip our personnel with effective tools to address cybersecurity threats and to support this, we highlight best practices with a
dedicated Cybersecurity month. We communicate the evolving information security policies, standards, processes and practices
with personnel throughout the year.
We engage in the periodic assessment and testing of our policies, standards, processes and practices that are designed to address
cybersecurity threats and incidents. These efforts include audits, internal assessments, tabletop exercises, threat modeling,
vulnerability testing and other exercises focused on evaluating the effectiveness of our cybersecurity measures and planning. We also
engage third parties to perform assessments on our cybersecurity measures, including information security maturity assessments,
audits and independent reviews of our information security control environment and operating effectiveness. The results of such
assessments, audits and reviews are reported to the Audit Committee and we adjust our cybersecurity policies, standards, processes
and practices as necessary based on the information provided by these assessments, audits and reviews.
Although we devote significant resources to implementing, maintaining, testing and upgrading our cybersecurity systems and
processes, these security measures do not provide absolute security. Despite our efforts to maintain an effective cybersecurity risk
management program, it is possible that our cybersecurity risk mitigation and prevention efforts may not be able to adequately
mitigate or prevent all possible security breaches, whether because of the use of new techniques that may not be known or recognized,
because cyber-attacks can originate from a wide variety of sources, or for other reasons. As of the date of this Annual Report on Form
10-K, we are not aware of any cybersecurity incident that has materially affected or is reasonably likely to materially affect our
business, strategy, results of operations or financial condition; however, there can be no assurance that a cybersecurity incident that
could have an adverse material impact on us will not occur in the future. See “Risk Factors—Risk Related to Our Business and
Industry—We are subject to cybersecurity risks and security breaches and may incur increasing costs in an effort to minimize those
risks and to respond to cyber incidents” in Part I, Item 1A of this report.
Governance
Board and Audit Committee Oversight
The Board, in coordination with the Audit Committee, oversees our risk management process, including the management of risks
arising from cybersecurity threats. The Audit Committee receives regular presentations and reports on cybersecurity risks, which
address a wide range of topics including recent developments, evolving standards, vulnerability assessments, third-party and
independent reviews, the threat environment, technological trends and information security considerations arising with respect to our
peers and third parties. The Board also receives scheduled periodic reports both directly from management and through the Audit
Committee. Our procedures require that the Board and the Audit Committee also receive prompt and timely information regarding any
significant cybersecurity incident that meets established reporting thresholds, as well as ongoing updates, until it has been addressed,
which allows the Board and Audit Committee to provide comprehensive oversight and guidance on critical cybersecurity issues. On a
periodic basis, the Board and the Audit Committee discuss our approach to cybersecurity risk management with our Chief Analytics
and Technology Officer (“CTO”), IT Risk Management team leader (“Head of IT Risk”) or other members of the IT Risk
Management function.
Management’s Role
Our Head of IT Risk, with the CTO’s oversight, is primarily responsible for assessing, monitoring and managing material risks from
cybersecurity threats and manages our IT Risk Management team. The Head of IT Risk is currently a Certified Information Systems
Security Professional (CISSP), with a Master of Science in Digital Forensic Science and has 19 years of cybersecurity work
experience. The members of our IT Risk Management team have an average of five years of cybersecurity work experience with
degrees in information technology and computer engineering. The Head of IT Risk works closely with the CTO, including holding bi-
weekly meetings, to discuss cybersecurity risks and any changes in our cybersecurity policies and practices. The CTO, Head of IT
Risk and IT Risk Management function work collaboratively across our company to implement a program designed to protect our
information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents, if any, in accordance with our
incident response and recovery plans.
ITEM 2. PROPERTIES
We lease our corporate headquarters, which is located in Chicago, Illinois. We maintain additional leased offices in (i) South Jordan,
Utah focusing on consumer and small business application intake and support functions and small business underwriting functions, (ii)
New York, New York and Denver, Colorado for primarily small business operations and (iii) São Paulo, for our Brazilian operations.
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We do not own any real property. We believe that our leased facilities are adequate to support our operations and that, as needed, we
will be able to obtain suitable additional facilities on commercially reasonable terms.
ITEM 3. LEGAL PROCEEDINGS
Information concerning legal proceedings is incorporated herein by reference to Note 11, “Commitments and Contingencies,” in the
Notes to Consolidated Financial Statements.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
Principal Market
The principal market for our common stock is the New York Stock Exchange (“NYSE”), and our shares of common stock are listed
under the symbol “ENVA.”
Stockholders
There were 218 registered stockholders of record of Enova common stock as of February 17, 2026.
Dividends
We do not anticipate paying any dividends on our common stock in the foreseeable future. The declaration and amount of any future
dividends, however, will be determined by our Board of Directors and will depend on our financial condition, earnings and capital
requirements, covenants associated with our debt obligations and any other factors that our Board of Directors believes are relevant.
There can be no assurance, however, that we will pay any cash dividends on our common stock in the future. See “Management’s
Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” in Part II, Item 7 of this
report.
Performance Graph
The following graph shows a comparison of the cumulative total shareholder return for our common stock to the returns for the S&P
SmallCap 600® Index, representing a broad-based equity market index that we are a part of, and the S&P SmallCap 600® Financials
Index, representing an industry-based index that we are a part of, from December 31, 2020 through December 31, 2025. This data
assumes an investment of $100 in each of our common stock and the two indices on December 31, 2020 and that all dividends were
reinvested. Note that historic performance is not necessarily indicative of future performance.
Unregistered Sales of Equity Securities
We did not sell any unregistered securities during the three years ended December 31, 2025.
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Issuer Purchases of Equity Securities
The following table provides the information with respect to purchases made by us of shares of our common stock.
Approximate
Total Number Dollar Value
of Shares of Shares that
Purchased as May Yet Be
Part of Purchased
Total Number Average Price Publicly Under the
of Shares Paid Per Announced Plan(b)(c)
Period Purchased(a) Share(b) Plan(c) (in thousands)
October 1 – October 31, 2025..................................................................... 123,528 $ 113.13 123,528 $ 65,608
November 1 – November 30, 2025.............................................................. 82,471 124.60 81,781 394,306
December 1 – December 31, 2025 .............................................................. 72,561 150.13 72,561 383,413
Total ........................................................................................................ 278,560 $ 126.17 277,870 $ 383,413
(a) Includes shares withheld from employees as tax payments for shares issued under the Company’s stock-based compensation
plans of 690 shares for the month of November. See Note 13 in the Notes to Consolidated Financial Statements for additional
details on the Company’s stock-based compensation plans.
(b) The Inflation Reduction Act of 2022 imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made
after December 31, 2022. During the three months ended December 31, 2025, the Company reflected the applicable excise tax in
treasury stock as part of the cost basis of the stock repurchased and recorded a corresponding liability for the excise taxes
payable in accounts payable and accrued expenses on the consolidated balance sheet. All dollar amounts presented in this table
exclude such excise taxes.
(c) On August 12, 2024, the Company announced the Board of Directors authorized a new share repurchase program totaling
$300.0 million through December 31, 2025 (the “August 2024 Authorization”). The August 2024 Authorization replaced the
previous authorization. On November 12, 2025, the Company announced the Board of Directors authorized a new share
repurchase program totaling $400.0 million through June 30, 2027 (the “November 2025 Authorization”). The November 2025
Authorization replaced the August 2024 Authorization. The Company repurchased $238.9 million of common stock under the
August 2024 Authorization before it was terminated. All share repurchases made under the November 2025 Authorization and
August 2024 Authorization were made through open market transactions. Our share repurchase program is subject to market
conditions, does not obligate us to purchase any shares of our common stock, and may be terminated, increased or decreased by
the Board of Directors in its discretion at any time.
ITEM 6. RESERVED
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
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.
RECENT REGULATORY DEVELOPMENTS
Consumer Financial Protection Bureau (“CFPB”)
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 related to issues,
the majority of which were self-disclosed, including payment processing and debiting errors. Effective August 29, 2025, the CFPB
terminated the Consent Order in full and waived any alleged non-compliance 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. While the ability to repay provisions were rescinded in 2020, the
payment provisions remain in effect. These provisions require that if 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.
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. Following a series of constitutional challenges, the Supreme Court
upheld the constitutionality of the funding structure of the CFPB and the Fifth Circuit upheld 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
“will not prioritize enforcement or supervision actions with regard to any penalties or fines associated with the Payment Withdrawal
provisions and the Payment Disclosure provisions once they become operative on March 30, 2025.” The CFPB also indicated that it is
contemplating issuing a notice of proposed rulemaking to narrow the scope of the Small Dollar Rule. If the CFPB elects to prioritize
enforcement and we are not able to execute payment 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.
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 June 18, 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, the CFPB issued a notice of proposed rulemaking to
narrow the scope of the rule, including removing certain data points, and to extend the compliance date to January 1, 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 and report data required by Section 1071’s implementing regulation. The Company
will continue to monitor litigation, rulemaking and bills related to the rule.
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European Union Pillar Two Directive
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, 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.
RESULTS OF OPERATIONS
Highlights
Our financial results for the year ended December 31, 2025 (“2025”) are summarized below.
• Revenue increased $493.9 million, or 18.6%, to $3,151.7 million in 2025 compared to $2,657.8 million in the year ended
December 31, 2024 (“2024”).
• Net revenue increased $300.9 million, or 19.7%, to $1,830.3 million in 2025 compared to $1,529.4 million in 2024.
• Income from operations increased $154.6 million, or 26.5%, to $739.4 million in 2025 compared to $584.8 million in 2024.
• Net income was $308.4 million in 2025 compared to $209.4 million in 2024. Diluted earnings per share were $11.52 in 2025
compared to $7.43 in 2024.
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Overview
The following tables reflect our results of operations for the periods indicated, both in dollars and as a percentage of total revenue
(dollars in thousands, except per share data):
Year Ended December 31,
2025 2024 2023
Revenue
Loans and finance receivables revenue.............................................................. $ 3,110,301 $ 2,620,296 $ 2,086,035
Other ............................................................................................................. 41,352 37,504 31,604
Total Revenue ................................................................................................... 3,151,653 2,657,800 2,117,639
Change in Fair Value ........................................................................................ (1,321,412) (1,128,351) (887,717)
Net Revenue ...................................................................................................... 1,830,241 1,529,449 1,229,922
Operating Expenses
Marketing ...................................................................................................... 621,077 523,569 414,460
Operations and technology............................................................................... 258,179 224,391 194,905
General and administrative .............................................................................. 169,722 156,524 160,265
Depreciation and amortization.......................................................................... 41,831 40,207 38,157
Total Operating Expenses ................................................................................. 1,090,809 944,691 807,787
Income from Operations ................................................................................... 739,432 584,758 422,135
Interest expense, net ........................................................................................ (339,305) (290,442) (194,779)
Foreign currency transaction gain (loss), net ...................................................... 367 (1,064) 57
Equity method investment income (loss) ........................................................... 1,559 (16,460) 116
Other nonoperating expenses ........................................................................... (1,019) (5,691) (282)
Income before Income Taxes ............................................................................. 401,034 271,101 227,247
Provision for income taxes............................................................................... 92,645 61,653 52,126
Net income ........................................................................................................ 308,389 209,448 175,121
Diluted earnings per share................................................................................. $ 11.52 $ 7.43 $ 5.49
Revenue
Loans and finance receivables revenue.............................................................. 98.7% 98.6% 98.5%
Other ............................................................................................................. 1.3 1.4 1.5
Total Revenue ................................................................................................... 100.0 100.0 100.0
Change in Fair Value ........................................................................................ (41.9) (42.5) (41.9)
Net Revenue ...................................................................................................... 58.1 57.5 58.1
Operating Expenses
Marketing ...................................................................................................... 19.7 19.7 19.6
Operations and technology............................................................................... 8.2 8.4 9.2
General and administrative .............................................................................. 5.4 5.9 7.6
Depreciation and amortization.......................................................................... 1.3 1.5 1.8
Total Operating Expenses ................................................................................. 34.6 35.5 38.2
Income from Operations ................................................................................... 23.5 22.0 19.9
Interest expense, net ........................................................................................ (10.8) (11.0) (9.2)
Foreign currency transaction gain (loss), net ...................................................... — — —
Equity method investment income (loss) ........................................................... — (0.6) —
Other nonoperating expenses ........................................................................... — (0.2) —
Income before Income Taxes ............................................................................. 12.7 10.2 10.7
Provision for income taxes............................................................................... 2.9 2.3 2.5
Net income ........................................................................................................ 9.8% 7.9% 8.3%
Valuation of Loans and Finance Receivables
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 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.
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In 2025, 2024 and 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, 2025 and 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.
NON-GAAP FINANCIAL MEASURES
In addition to the financial information prepared in conformity with generally accepted accounting principles (“GAAP”), we provide
historical non-GAAP financial information. We present non-GAAP financial information because such measures are used by
management in understanding the activities and business metrics of our operations. We believe that these non-GAAP financial
measures reflect an additional way of viewing aspects of our business that, when viewed with our GAAP results, provide a more
complete understanding of factors and trends affecting our business.
We provide non-GAAP financial information for informational purposes and to enhance understanding of our GAAP consolidated
financial statements. Readers should consider the information in addition to, but not instead of or superior to, our consolidated
financial statements prepared in accordance with GAAP. This non-GAAP financial information may be determined or calculated
differently by other companies, limiting the usefulness of those measures for comparative purposes.
Adjusted Earnings Measures
We provide adjusted earnings and adjusted earnings per share, or, collectively, the Adjusted Earnings Measures, which are non-GAAP
measures. We believe that the presentation of these measures provides investors with greater transparency and facilitates comparison
of operating results across a broad spectrum of companies with varying capital structures, compensation strategies, derivative
instruments and amortization methods, which provides a more complete understanding of our financial performance, competitive
position and prospects for the future. We utilize, and also believe that investors utilize, the Adjusted Earnings Measures to assess
operating performance, recognizing that such measures may highlight trends in our business that may not otherwise be apparent when
relying on financial measures calculated in accordance with GAAP. In addition, we believe that the Adjusted Earnings Measures are
useful to management and investors in comparing our financial results during the periods shown without the effect of certain items
that are not indicative of our core operating performance or results of operations.
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The following table provides reconciliations between net income and diluted earnings per share calculated in accordance with GAAP
to the Adjusted Earnings Measures (in thousands, except per share data):
Year Ended December 31,
2025 2024 2023
Net income .......................................................................................... $ 308,389 $ 209,448 $ 175,121
Adjustments:
Transaction-related costs(a) .............................................................. 6,566 327 755
Lease termination and cease use loss(b) ........................................... — — 1,698
Equity method investment (income) loss(c) ..................................... (1,559) 16,460 (116)
Other nonoperating expenses(d) ....................................................... 1,019 5,691 282
Intangible asset amortization........................................................... 7,290 8,055 8,385
Stock-based compensation expense ................................................ 33,096 31,816 26,738
Foreign currency transaction (gain) loss, net .................................. (367) 1,064 (57)
Cumulative tax effect of adjustments .............................................. (7,528) (14,789) (9,456)
Regulatory settlement(e) ................................................................... — — 15,201
Adjusted earnings ................................................................................ $ 346,906 $ 258,072 $ 218,551
Diluted earnings per share ................................................................... $ 11.52 $ 7.43 $ 5.49
Adjustments:
Transaction-related costs(a) .............................................................. 0.25 0.01 0.02
Lease termination and cease use loss(b) ........................................... — — 0.05
Equity method investment (income) loss(c) ..................................... (0.06) 0.58 —
Other nonoperating expenses(d) ....................................................... 0.04 0.20 0.01
Intangible asset amortization........................................................... 0.27 0.29 0.26
Stock-based compensation expense ................................................ 1.24 1.13 0.84
Foreign currency transaction (gain) loss, net .................................. (0.01) 0.04 —
Cumulative tax effect of adjustments .............................................. (0.29) (0.53) (0.30)
Regulatory settlement(e) ................................................................... — — 0.48
Adjusted earnings per share ................................................................ $ 12.96 $ 9.15 $ 6.85
(a) 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.
(b) For the year ended December 31, 2023, we recorded losses of $1.7 million ($1.3 million net of related tax) to write off leasehold
improvements related to the exit of leased office space.
(c) 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.
(d) 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.
(e) For the year ended December 31, 2023, we reached an agreement with the CFPB, pursuant to which we agreed to pay a civil
money penalty of $15.0 million, which is nondeductible for tax purposes.
Adjusted EBITDA
We provide Adjusted EBITDA, which is a non-GAAP measure that we define as earnings excluding depreciation, amortization,
interest, foreign currency transaction gains or losses, taxes, stock-based compensation expense and certain other items, as appropriate,
that are not indicative of our core operating performance. We utilize, and also believe that investors utilize, Adjusted EBITDA to
analyze operating performance and evaluate our ability to incur and service debt and our capacity for making capital expenditures. We
believe Adjusted EBITDA is useful to management and investors in comparing our financial results during the periods shown without
the effect of certain non-cash items and certain items that are not indicative of our core operating performance or results of operations.
49
Adjusted EBITDA is also useful to investors to help assess our estimated enterprise value. The computation of Adjusted EBITDA as
presented below may differ from the computation of similarly-titled measures provided by other companies (dollars in thousands):
Year Ended December 31,
2025 2024 2023
Net income .......................................................................................... $ 308,389 $ 209,448 $ 175,121
Depreciation and amortization expenses ........................................ 41,831 40,207 38,157
Interest expense, net........................................................................ 339,305 290,442 194,779
Foreign currency transaction (gain) loss, net.................................. (367) 1,064 (57)
Provision for income taxes ............................................................. 92,645 61,653 52,126
Stock-based compensation expense................................................ 33,096 31,816 26,738
Adjustments:
Transaction-related costs(a) ............................................................. 6,566 327 755
Equity method investment (income) loss(c)..................................... (1,559) 16,460 (116)
Regulatory settlement(e) .................................................................. — — 15,201
Other nonoperating expenses(d)....................................................... 1,019 5,691 282
Adjusted EBITDA .............................................................................. $ 820,925 $ 657,108 $ 502,986
Adjusted EBITDA margin calculated as follows:
Total Revenue ................................................................................. $ 3,151,653 $ 2,657,800 $ 2,117,639
Adjusted EBITDA .......................................................................... $ 820,925 $ 657,108 $ 502,986
Adjusted EBITDA as a percentage of total revenue....................... 26.0% 24.7% 23.8%
Refer to footnotes in previous table for explanation of (a), (c), (d) and (e).
Combined Loans and Finance Receivables
Combined loans and finance receivables is a non-GAAP measure that includes both loans and finance 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.
YEAR ENDED 2025 COMPARED TO YEAR ENDED 2024
Revenue and Net Revenue
Revenue increased $493.9 million, or 18.6%, to $3,151.7 million for 2025 as compared to $2,657.8 million for 2024. The change in
revenue was driven primarily by a 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. Our net revenue as a percentage of revenue
(“net revenue margin”) was 58.1% in 2025 compared to 57.5% in 2024. The increase in net revenue margin was driven primarily by
higher net revenue margin in the small business portfolio, partially offset by lower net revenue margin in the consumer portfolio.
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The following table sets forth the components of revenue and net revenue, separated by product for 2025 and 2024 (dollars in
thousands):
Year Ended December 31,
2025 2024 $ Change % Change
Revenue by product:
Consumer loans and finance receivables revenue ........................ $ 1,748,114 $ 1,576,821 $ 171,293 10.9%
Small business loans and finance receivables revenue................. 1,362,187 1,043,475 318,712 30.5
Total loan and finance receivable revenue ....................................... 3,110,301 2,620,296 490,005 18.7
Other ............................................................................................. 41,352 37,504 3,848 10.3
Total revenue .................................................................................... 3,151,653 2,657,800 493,853 18.6
Change in fair value.......................................................................... (1,321,412) (1,128,351) (193,061) 17.1
Net revenue....................................................................................... $ 1,830,241 $ 1,529,449 $ 300,792 19.7%
Revenue by product (% to total):
Consumer loans and finance receivables revenue ........................ 55.5% 59.3%
Small business loans and finance receivables revenue................. 43.2 39.3
Total loan and finance receivable revenue ....................................... 98.7 98.6
Other ............................................................................................. 1.3 1.4
Total revenue .................................................................................... 100.0 100.0
Change in fair value.......................................................................... (41.9) (42.5)
Net revenue....................................................................................... 58.1% 57.5%
The percentage of revenue from our small business loans and finance receivables increased in 2025 due to increased demand and
favorable unit economics.
The following table summarizes revenue generated from our operations for 2025 and 2024 (in thousands):
Years Ended December 31,
2025 2024
Loan interest ............................................................................................ $ 2,095,151 $ 1,719,631
Statement and draw fees on line of credit accounts ................................ 866,995 774,190
Other ........................................................................................................ 189,507 163,979
Total Revenue.......................................................................................... $ 3,151,653 $ 2,657,800
Loan and Finance Receivable Balances
The fair value of our loan and finance receivable portfolio in our consolidated financial statements at December 31, 2025 and 2024
was $5,471.5 million and $4,386.4 million, respectively, with an outstanding principal balance of $4,748.0 million and $3,810.4
million, respectively. The fair value of the combined loan and finance receivables portfolio includes $26.1 million (with an
outstanding principal balance of $18.7 million) and $28.4 million (with an outstanding principal balance of $19.9 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 December 31, 2025 and 2024, respectively. See “—Non-GAAP Financial Measures—Combined Loans and Finance
Receivables” above for additional information related to combined loans and finance receivables.
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The following table summarizes loan and finance receivable balances outstanding as of December 31, 2025 and 2024 (dollars in
thousands):
As of December 31,
2025 2024
Guaranteed Guaranteed
Company by the Company by the
Owned(a) Company(a) Combined(b) Owned(a) Company(a) Combined(b)
Consumer loans and finance receivables
Principal ............................................ $ 1,446,938 $ 18,656 $ 1,465,594 $ 1,354,014 $ 19,859 $ 1,373,873
Fair value ........................................... 1,764,469 26,148 1,790,617 1,639,307 28,414 1,667,721
Fair value as a % of principal .................. 121.9% 140.2% 122.2% 121.1% 143.1% 121.4%
Small business loans and finance receivables
Principal ............................................ $ 3,301,076 $ — $ 3,301,076 $ 2,456,430 $ — $ 2,456,430
Fair value ........................................... 3,707,075 — 3,707,075 2,747,137 — 2,747,137
Fair value as a % of principal .................. 112.3% —% 112.3% 111.8% —% 111.8%
Total loans and finance receivables
Principal ............................................ $ 4,748,014 $ 18,656 $ 4,766,670 $ 3,810,444 $ 19,859 $ 3,830,303
Fair value ........................................... 5,471,544 26,148 5,497,692 4,386,444 28,414 4,414,858
Fair value as a % of principal .................. 115.2% 140.2% 115.3% 115.1% 143.1% 115.3%
(a) GAAP measure. The loan and finance receivable balances guaranteed by us relate to loans originated by third-party lenders
through the CSO program and are not included in our consolidated balance sheets.
(b) Amounts represent non-GAAP measures.
At December 31, 2025, the ratio of fair value as a percentage of principal was 115.2% on company owned loans and finance
receivables and 115.3% on combined loans and finance receivables compared to 115.1% on company owned loans and finance
receivables and 115.3% on combined loans and finance receivables at December 31, 2024. These ratios were consistent year over year
due to consistency in credit performance in both the consumer and small business portfolios.
Average Amount Outstanding per Loan and Finance Receivable
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 December 31,
2025 and 2024:
As of December 31,
2025 2024
Average amount outstanding per loan and finance receivable
(in ones)(a)
Consumer loans and finance receivables(b) .......................................... $ 1,690 $ 1,653
Small business loans and finance receivables...................................... 44,249 40,354
Total loans(b) ........................................................................................ $ 4,830 $ 4,102
(a) The disclosure regarding the average amount per loan 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 and are not
included in our consolidated balance sheets.
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.
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
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originated, renewed and purchased for the period. The following table shows the average loan and finance receivable origination
amount by product for 2025 compared to 2024:
Year Ended
December 31,
2025 2024
Average loan and finance receivable origination amount (in ones)(a)
Consumer loans and finance receivables(b)(c) ........................................ $ 576 $ 573
Small business loans and finance receivables(c) .................................... 16,441 16,067
Total loans(b).......................................................................................... $ 1,810 $ 1,576
(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 and are not
included in our consolidated balance sheets.
(c) For line of credit accounts the average represents the average amount of each incremental draw.
The average loan and finance receivable origination amount is smaller than the average amount outstanding per loan and finance
receivable in the previous section as the former measure includes incremental draws on our line of credit accounts whereas the latter
measure includes the entire outstanding receivable on our line of credit accounts.
The average loan origination amount increased to $1,810 from $1,576 during 2025 compared to 2024, due primarily to an increase in
the mix of loans and finance receivables held by small businesses in our portfolio as they have higher average origination amounts.
Credit Performance of Loans and Finance Receivables
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.
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The payment status of a customer, including the degree of any delinquency, is a significant factor in determining estimated charge-offs
in the cash flow models that we use to determine fair value. The following table shows payment status on outstanding principal,
interest and fees as of the end of each of the last eight quarters (dollars in thousands):
2025
First Second Third Fourth
Quarter Quarter Quarter Quarter
Ending combined loans and finance receivables, including
principal and accrued fees/interest outstanding:
Company owned ............................................................................... $ 4,117,245 $ 4,298,675 $ 4,500,360 $ 4,902,287
Guaranteed by the Company(a) ......................................................... 17,954 20,014 20,750 22,349
Ending combined loan and finance receivables balance(b).......... $ 4,135,199 $ 4,318,689 $ 4,521,110 $ 4,924,636
> 30 days delinquent......................................................................... 318,356 305,583 327,387 332,164
> 30 days delinquency rate ............................................................... 7.7% 7.1% 7.2% 6.7%
2024
First Second Third Fourth
Quarter Quarter Quarter Quarter
Ending combined loans and finance receivables, including
principal and accrued fees/interest outstanding:
Company owned.............................................................................. $ 3,438,468 $ 3,569,726 $ 3,742,767 $ 3,966,486
Guaranteed by the Company(a) ........................................................ 13,046 14,941 21,797 23,826
Ending combined loan and finance receivables balance(b) ........ $ 3,451,514 $ 3,584,667 $ 3,764,564 $ 3,990,312
> 30 days delinquent ....................................................................... 279,659 268,053 293,839 297,832
> 30 days delinquency rate.............................................................. 8.1% 7.5% 7.8% 7.5%
(a) Represents loans originated by third-party lenders through the CSO program, which are not included in our consolidated
financial statements.
(b) Non-GAAP measure.
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Refer to the following sections for discussion of receivable balances and credit metrics at the consumer and small business levels.
Consumer Loans and Finance Receivables
The following table includes financial information for our consumer loans and finance receivables. Delinquency metrics include
principal, interest and fees, and only amounts that are past due (dollars in thousands):
2025
First Second Third Fourth
Quarter Quarter Quarter Quarter
Consumer loans and finance receivables:
Consumer combined loan and finance receivable principal
balance:
Company owned ............................................................................... $ 1,326,768 $ 1,375,065 $ 1,396,611 $ 1,446,938
Guaranteed by the Company(a) ......................................................... 14,813 16,762 17,301 18,656
Total combined loan and finance receivable principal
balance(b) .......................................................................................... $ 1,341,581 $ 1,391,827 $ 1,413,912 $ 1,465,594
Consumer combined loan and finance receivable fair value
balance:
Company owned ............................................................................... $ 1,616,337 $ 1,668,336 $ 1,694,839 $ 1,764,469
Guaranteed by the Company(a) ......................................................... 21,225 23,777 24,372 26,148
Ending combined loan and finance receivable fair value
balance(b) .......................................................................................... $ 1,637,562 $ 1,692,113 $ 1,719,211 $ 1,790,617
Fair value as a % of principal(b)(c) ..................................................... 122.1% 121.6% 121.6% 122.2%
Consumer combined loan and finance receivable balance,
including principal and accrued fees/interest outstanding:
Company owned ............................................................................... $ 1,449,511 $ 1,502,158 $ 1,525,989 $ 1,573,763
Guaranteed by the Company(a) ......................................................... 17,954 20,014 20,750 22,349
Ending combined loan and finance receivable balance(b) ........... $ 1,467,465 $ 1,522,172 $ 1,546,739 $ 1,596,112
Average consumer combined loan and finance receivable
balance, including principal and accrued fees/interest
outstanding:
Company owned(d) ............................................................................ $ 1,476,814 $ 1,467,200 $ 1,524,792 $ 1,527,733
Guaranteed by the Company(a)(d) ...................................................... 20,700 18,495 20,881 20,562
Average combined loan and finance receivable balance(b)(d) ...... $ 1,497,514 $ 1,485,695 $ 1,545,673 $ 1,548,295
Installment loans as percentage of average combined loan and
finance receivable balance ................................................................ 35.4% 35.5% 36.2% 38.1%
Line of credit accounts as percentage of average combined loan
and finance receivable balance ......................................................... 64.6% 64.5% 63.8% 61.9%
Revenue ............................................................................................ $ 430,825 $ 428,311 $ 443,413 $ 445,565
Change in fair value.......................................................................... (217,057) (215,393) (246,788) (225,915)
Net revenue....................................................................................... $ 213,768 $ 212,918 $ 196,625 $ 219,650
Net revenue margin .......................................................................... 49.6% 49.7% 44.3% 49.3%
Combined loan and finance receivable originations and purchases . 508,245 564,214 589,565 612,705
Delinquencies:
q
> 30 days delinquent......................................................................... $ 120,598 $ 121,333 $ 142,240 $ 124,894
> 30 days delinquent as a % of combined loan and finance
receivable balance(b)(c)....................................................................... 8.2% 8.0% 9.2% 7.8%
Charge-offs:
g
Charge-offs (net of recoveries) ......................................................... $ 227,785 $ 215,004 $ 249,545 $ 247,598
Charge-offs (net of recoveries) as a % of average combined loan
and finance receivable balance(b)(d) ................................................... 15.2% 14.5% 16.1% 16.0%
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2024
First Second Third Fourth
Quarter Quarter Quarter Quarter
Consumer loans and finance receivables:
Consumer combined loan and finance receivable principal
balance:
Company owned ............................................................................... $ 1,106,364 $ 1,176,727 $ 1,266,030 $ 1,354,014
Guaranteed by the Company(a).......................................................... 10,780 12,487 18,292 19,859
Total combined loan and finance receivable principal
balance(b) .......................................................................................... $ 1,117,144 $ 1,189,214 $ 1,284,322 $ 1,373,873
Consumer combined loan and finance receivable fair value
balance:
Company owned ............................................................................... $ 1,347,165 $ 1,421,814 $ 1,526,834 $ 1,639,307
Guaranteed by the Company(a).......................................................... 14,773 17,284 25,446 28,414
Ending combined loan and finance receivable fair value
balance(b) .......................................................................................... $ 1,361,938 $ 1,439,098 $ 1,552,280 $ 1,667,721
Fair value as a % of principal(b)(c)...................................................... 121.9% 121.0% 120.9% 121.4%
Consumer combined loan and finance receivable balance,
including principal and accrued fees/interest outstanding:
Company owned ............................................................................... $ 1,208,551 $ 1,285,755 $ 1,390,882 $ 1,482,970
Guaranteed by the Company(a).......................................................... 13,046 14,941 21,797 23,826
Ending combined loan and finance receivable balance(b)............ $ 1,221,597 $ 1,300,696 $ 1,412,679 $ 1,506,796
Average consumer combined loan and finance receivable
balance, including principal and accrued fees/interest
outstanding:
Company owned(d) ............................................................................ $ 1,242,677 $ 1,244,846 $ 1,344,872 $ 1,429,349
Guaranteed by the Company(a)(d)....................................................... 14,956 13,730 18,999 22,060
Average combined loan and finance receivable balance(b)(d)....... $ 1,257,633 $ 1,258,576 $ 1,363,871 $ 1,451,409
Installment loans as percentage of average combined loan and
finance receivable balance ................................................................ 40.4% 39.0% 36.9% 35.9%
Line of credit accounts as percentage of average combined loan
and finance receivable balance ......................................................... 59.6% 61.0% 63.1% 64.1%
Revenue............................................................................................. $ 364,731 $ 367,558 $ 410,884 $ 433,648
Change in fair value .......................................................................... (182,979) (164,011) (203,647) (212,947)
Net revenue ....................................................................................... 181,752 203,547 207,237 220,701
Net revenue margin........................................................................... 49.8% 55.4% 50.4% 50.9%
Combined loan and finance receivable originations and purchases . 417,432 490,640 569,091 601,734
Delinquencies:
q
> 30 days delinquent ......................................................................... $ 84,137 $ 82,169 $ 123,369 $ 123,442
> 30 days delinquent as a % of combined loan and finance
receivable balance(b)(c) ....................................................................... 6.9% 6.3% 8.7% 8.2%
Charge-offs:
g
Charge-offs (net of recoveries) ......................................................... $ 187,419 $ 161,171 $ 203,588 $ 233,139
Charge-offs (net of recoveries) as a % of average combined loan
and finance receivable balance(b)(d) ................................................... 14.9% 12.8% 14.9% 16.1%
(a) Represents loans originated by third-party lenders through the CSO program that we have not yet purchased, which are not
included in our consolidated balance sheets.
(b) Non-GAAP measure.
(c) Determined using period-end balances.
(d) The average combined loan and finance receivable balance is the average of the month-end balances during the period.
The combined ending loan balance, including principal and accrued fees/interest outstanding, of consumer loans and finance
receivables at December 31, 2025 increased 5.9% to $1,596.1 million compared to $1,506.8 million at December 31, 2024, due
primarily to originations outpacing repayments.
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The percentage of loans greater than 30 days delinquent decreased to 7.8% at December 31, 2025 compared to 8.2% at December 31,
2024, driven primarily by a lower percentage of originations to new customers, which typically default at a higher rate compared to
returning customers, and a mix shift to installment loans, which have lower yields and default rates compared to line of credit
products. Charge-offs (net of recoveries) as a percentage of average combined loan and finance receivable balance of 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”), driven primarily by fairly 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 2025 was generally in line with seasonal 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. 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 49.3% for the 2025 fourth quarter, which was fairly consistent with
the net revenue margin of 50.9% in the 2024 fourth quarter.
The ratio of fair value as a percentage of principal on consumer loans and finance receivables increased to 122.2% at December 31,
2025 compared to 121.4% at December 31, 2024, due 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.
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Small Business Loans and Finance Receivables
The following table includes financial information for our small business loans and finance receivables. Delinquency metrics include
principal, interest and fees, and only amounts that are past due (dollars in thousands):
2025
First Second Third Fourth
Quarter Quarter Quarter Quarter
Small business loans and finance receivables:
Total loan and finance receivable principal balance......................... $ 2,637,651 $ 2,766,048 $ 2,948,290 $ 3,301,076
Ending loan and finance receivable fair value balance .................... 2,953,482 3,104,979 3,318,014 3,707,075
Fair value as a % of principal(a) ........................................................ 112.0% 112.3% 112.5% 112.3%
Ending loan and finance receivable balance, including principal
and accrued fees/interest outstanding ............................................... $ 2,667,734 $ 2,796,517 $ 2,974,371 $ 3,328,524
Average loan and finance receivable balance(b)................................ $ 2,591,661 $ 2,734,474 $ 2,882,684 $ 3,157,860
Installment loans as percentage of average combined loan and
finance receivable balance ................................................................ 49.7% 48.9% 48.5% 47.4%
Line of credit accounts as percentage of average combined loan
and finance receivable balance ......................................................... 50.3% 51.1% 51.5% 52.6%
Revenue ............................................................................................ $ 304,596 $ 326,266 $ 348,310 $ 383,015
Change in fair value.......................................................................... (100,423) (105,164) (93,086) (109,568)
Net revenue....................................................................................... 204,173 221,102 255,224 273,447
Net revenue margin .......................................................................... 67.0% 67.8% 73.3% 71.4%
Combined loan and finance receivable originations and purchases . 1,221,234 1,238,835 1,371,874 1,643,237
Delinquencies:
q
> 30 days delinquent......................................................................... $ 197,758 $ 184,250 $ 185,147 $ 207,270
> 30 days delinquent as a % of loan balance(a) ................................. 7.4% 6.6% 6.2% 6.2%
Charge-offs:
g
Charge-offs (net of recoveries) ......................................................... $ 122,551 $ 127,876 $ 128,266 $ 144,477
Charge-offs (net of recoveries) as a % of average loan and finance
receivable balance(b).......................................................................... 4.7% 4.7% 4.4% 4.6%
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2024
First Second Third Fourth
Quarter Quarter Quarter Quarter
Small business loans and finance receivables:
Total loan and finance receivable principal balance......................... $ 2,192,066 $ 2,246,925 $ 2,327,336 $ 2,456,430
Ending loan and finance receivable fair value balance..................... 2,448,045 2,517,345 2,607,606 2,747,137
Fair value as a % of principal(a)......................................................... 111.7% 112.0% 112.0% 111.8%
Ending loan and finance receivable balance, including principal
and accrued fees/interest outstanding ............................................... $ 2,229,917 $ 2,283,971 $ 2,351,885 $ 2,483,516
Average loan and finance receivable balance(b) ................................ $ 2,133,422 $ 2,240,893 $ 2,313,142 $ 2,412,795
Installment loans as percentage of average combined loan and
finance receivable balance ................................................................ 54.0% 52.6% 51.2% 50.3%
Line of credit accounts as percentage of average combined loan
and finance receivable balance ......................................................... 46.0% 47.4% 48.8% 49.7%
Revenue............................................................................................. $ 236,477 $ 251,782 $ 269,454 $ 285,762
Change in fair value .......................................................................... (79,127) (91,969) (83,390) (101,144)
Net revenue ....................................................................................... 157,350 159,813 186,064 184,618
Net revenue margin........................................................................... 66.5% 63.5% 69.1% 64.6%
Combined loan and finance receivable originations and purchases . 959,935 918,014 1,044,829 1,113,185
Delinquencies:
q
> 30 days delinquent ......................................................................... $ 195,522 $ 185,884 $ 170,470 $ 174,390
> 30 days delinquent as a % of loan balance(a) ................................. 8.8% 8.1% 7.2% 7.0%
Charge-offs:
g
Charge-offs (net of recoveries) ......................................................... $ 99,279 $ 107,215 $ 105,737 $ 109,044
Charge-offs (net of recoveries) as a % of average loan and finance
receivable balance(b) .......................................................................... 4.7% 4.8% 4.6% 4.5%
(a) Determined using period-end balances.
(b) The average loan and finance receivable balance is the average of the month-end balances during the period.
The combined ending loan balance, including principal and accrued fees/interest outstanding, of small business loans and finance
receivables at December 31, 2025 increased 34.0% to $3,328.5 million compared to $2,483.5 million at December 31, 2024, due
primarily to originations outpacing repayments.
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. Charge-offs (net of recoveries) as a percentage of average loan and finance receivable balance was flat at
4.6% for the 2025 fourth quarter compared to 4.5% in the 2024 fourth quarter. These metrics evidence stable to improved 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. 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%
in the 2024 fourth quarter. The net revenue margins in the third and fourth 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, due 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.
Total Operating Expenses
Total operating expenses increased $146.1 million, or 15.5%, to $1,090.8 million in 2025 compared to $944.7 million in 2024.
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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.
Operations and technology expense increased $33.8 million, or 15.1%, to $258.2 million in 2025 from $224.4 million in 2024, due
primarily to higher variable costs, particularly personnel costs, underwriting costs, bank charges, collection costs and other selling
expenses, attributable 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, as increased originations and revenues outpaced fixed
costs.
General and administrative expense increased $13.2 million, or 8.4%, to $169.7 million in 2025 compared to $156.5 million in 2024,
due primarily to higher personnel costs and $6.6 million in transaction-related costs associated with the acquisition of Grasshopper. As
a percentage of revenue, general and administrative expense decreased to 5.4% in 2025 from 5.9% as increased originations and
revenues outpaced fixed costs.
Depreciation and amortization expense increased $1.6 million, or 4.0%, to $41.8 million in 2025 compared to $40.2 million in 2024,
driven primarily by general growth in the business and additional internal-use software placed in service.
Nonoperating Items
Interest expense, net increased $48.9 million, or 16.8%, to $339.3 million in 2025 compared to $290.4 million in 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 2024, partially
offset by a decrease in the weighted average interest rate on our outstanding debt to 8.64% in 2025 from 9.31% in 2024. See
“—Liquidity and Capital Resources—Current Debt Facilities” below for further information.
Equity method investment income was $1.6 million in 2025 compared to $16.5 million of loss in 2024, due to the write-down of our
investment in Linear in 2024 as discussed in Note 1 in the Notes to Consolidated Financial Statements.
Provision for Income Taxes
The effective tax rate from continuing operations of 23.1% in 2025 was slightly higher compared to the effective tax rate of 22.7% in
2024. The increase was primarily driven by the prior year having a larger reduction of interest expense due to the remeasurement of
unrecognized tax benefits, partially offset by higher excess tax benefits on stock compensation due to stock 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.
LIQUIDITY AND CAPITAL RESOURCES
Capital Funding Strategy
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, 2025, we had cash, cash 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, as of December 31, 2024. During the year ended
December 31, 2025, we issued $163.9 million of asset-backed notes and entered into a $150.0 million consumer loan securitization
facility to fund growth in our consumer loan portfolio, issued $522.8 million of asset-backed notes to fund growth in our small
business loan portfolio and increased the borrowing capacity of our existing secured revolving credit agreement (the “Credit
Agreement”) to $825.0 million. As of December 31, 2025, we had funding capacity of $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 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.
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,
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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. 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 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. On August 28, 2025, we further 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 February 17, 2026, our available borrowings under the
Credit Agreement were $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 portfolios. As of February 17, 2026, we
had funding capacity of $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, 2025, 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.
Capital
Our total stockholders’ equity increased by $139.8 million to $1,336.7 million at December 31, 2025 from $1,196.9 million at
December 31, 2024. The increase of 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. Our book value per share outstanding increased to $54.08 at December 31, 2025 from $46.38 at
December 31, 2024.
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 authorization, under which 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 August 2024 Authorization before it
was terminated. 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 2025, we paid $190.1 million to repurchase common stock under the share
repurchase programs.
Cash
At December 31, 2025, we had $71.7 million of available unrestricted cash to fund our future operations compared to $73.9 million at
December 31, 2024.
Our cash and cash equivalents at December 31, 2025 were held primarily for working capital purposes and were used to fund a portion
of our lending activities. From time to time, we use excess cash and cash equivalents to fund our lending activities. We do not enter
into investments for trading or speculative purposes. Our policy is to invest cash in excess of our immediate working capital
requirements in short-term investments, deposit accounts or other arrangements designed to preserve the principal balance and
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maintain adequate liquidity. Our excess cash may be invested primarily in overnight sweep accounts, money market instruments or
similar arrangements that provide competitive returns consistent with our polices and market conditions.
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.
Current Debt Facilities
The following table summarizes our debt facilities as of December 31, 2025 (dollars in thousands):
Revolving period Weighted average Borrowing Principal
end date Maturity date interest rate(a) capacity outstanding
Funding Debt:
ODAS IV 2025-2 Securitization Notes...................... October 2028 November 2032 5.65% $ 261,434 $ 261,434
ODAS IV 2025-1 Securitization Notes...................... March 2028 April 2032 5.89% 261,392 261,392
ODAS IV 2024-2 Securitization Notes...................... September 2027 October 2031 5.78% 261,353 261,353
2025-A Securitization Notes................................... — October 2031 7.29% 93,331 93,331
ODAS IV 2024-1 Securitization Notes...................... May 2027 June 2031 6.84% 399,574 399,574
2024-A Securitization Notes................................... — October 2030 8.29% 45,510 45,510
ODAS IV 2023-1 Securitization Notes...................... July 2026 August 2030 7.66% 227,051 227,051
ODR 2021-1 Securitization Facility.......................... November 2027 November 2028 6.86% 246,667 202,890
NCR 2022 Securitization Facility ............................ October 2026 October 2028 7.98% 200,000 175,194
NCLOCR 2025 Securitization Facility ...................... July 2027 July 2028 8.12% 150,000 90,000
NCLOCR 2024 Securitization Facility ...................... February 2027 February 2028 9.37% 150,000 90,000
2023-A Securitization Notes................................... — December 2027 7.78% 9,282 9,282
RAOD Securitization Facility ................................. November 2026 November 2027 6.62% 236,842 236,842
HWCR 2023 Securitization Facility ......................... September 2026 September 2027 8.13% 487,595 473,214
ODR 2022-1 Securitization Facility.......................... June 2026 June 2027 7.60% 420,000 202,325
Total funding debt.................................................... 7.08% $ 3,450,031 $ 3,029,392
Corporate Debt:
Revolving line of credit ......................................... August 2029 August 2029 7.02% (b)
825,000 596,000
9.125% Senior Notes Due 2029............................... — August 2029 9.13% 500,000 500,000
11.25% Senior Notes Due 2028............................... — December 2028 11.25% 400,000 400,000
Total corporate debt ................................................. 8.86% $ 1,725,000 $ 1,496,000
(a) The weighted average interest rate is determined based on the rates and principal balances on December 31, 2025. It does not
include the impact of the amortization of deferred loan origination costs or debt discounts.
(b) We had outstanding letters of credit under the Revolving line of credit of $0.4 million as of December 31, 2025.
Our ability to fully utilize the available capacity of our debt facilities may also be impacted by provisions that limit concentration risk
and eligibility.
Cash Flows
Our cash flows and other key indicators of liquidity are summarized as follows (dollars in thousands):
Year Ended December 31,
2025 2024 2023
Cash flows provided by operating activities ....................................... $ 1,819,121 $ 1,538,576 $ 1,166,869
Cash flows used in investing activities
Loans and finance receivables......................................................... (2,398,643) (1,867,773) (1,449,417)
Purchases of property and equipment.............................................. (47,140) (43,422) (45,241)
Total cash flows used in investing activities ....................................... (2,445,783) (1,911,195) (1,494,658)
Cash flows provided by financing activities ....................................... $ 711,818 $ 318,882 $ 526,541
Total debt to Adjusted EBITDA (a) ...................................................... 5.5x 5.4x 5.9x
(a) Total debt to Adjusted EBITDA, a non-GAAP measure, is calculated using Adjusted EBITDA for the twelve months ended for the
respective period indicated. See “—Non-GAAP Financial Measures—Adjusted EBITDA.”
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Cash Flows from Operating Activities
Net cash provided by operating activities increased $280.5 million, or 18.2%, to $1,819.1 million for 2025 from $1,538.6 million for
2024. The increase was driven primarily by additional interest and fee income from growth in the loan portfolio.
We believe cash flows from operations and available cash balances and borrowings under our securitization facilities and Credit
Agreement, which may include increased borrowings under our Credit Agreement, any refinancing or replacement thereof, and
additional securitization of consumer and small business loans, will be sufficient to fund our future operating liquidity needs,
including to fund our working capital growth.
Cash Flows from Investing Activities
Net cash flows used in investing activities increased $534.6 million, or 28.0%, in 2025 compared to 2024, due primarily to loan
originations outpacing repayments by a wider margin in the current year compared to the prior year.
Cash Flows from Financing Activities
Net cash provided by financing activities in 2025 was $711.8 million compared to $318.9 million in 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.
CRITICAL ACCOUNTING ESTIMATES
Loans and Finance Receivables
We have elected the fair value option for our loans and finance receivables. We estimate the fair value of our loans and finance
receivables primarily using discounted cash flow analyses at an individual loan level 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 U.S. 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, 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.
The following describes the primary inputs to the discounted cash flow analyses that require significant judgment:
• Net losses – Net losses are estimates of the principal payments that will not be repaid over the life of our portfolio, net of the
expected principal recoveries on charged-off receivables. We have developed proprietary underwriting systems based on data
we have collected since the Company’s inception. These systems employ advanced risk analytics to decide whether to
approve financing transactions, to structure the amount and terms of the financings we offer pursuant to jurisdiction-specific
regulations, and to provide customers with funds quickly and efficiently. Our systems closely monitor collection and
portfolio performance data that we use to continually refine the analytical models and statistical measures used in making our
credit, purchase, marketing, and collection decisions. Leveraging the data at the core of our business, we utilize our models to
estimate lifetime credit losses for loans and finance receivables. Inputs to the models include contractual cash flows,
customer application information, historical and current performance, and behavioral information. Management may also
incorporate discretionary adjustments based on our expectations of future credit performance.
• Prepayments – Prepayments are estimates of the amount of principal payments that will occur earlier than contractually
required during the life of a loan and finance receivable. Prepayments accelerate the timing of principal repayment and
reduce interest payments. Prepayment rates in our discounted cash flow models are developed using historical results as the
basis. Model inputs are similar to those utilized to estimate net losses and may also incorporate discretionary adjustments
based on our expectations of future performance.
• Servicing costs – Servicing costs applied to the expected cash flows of our portfolio reflect our estimate of the amount
investors would incur to service the underlying assets for the remainder of their lives. Servicing costs are derived from our
internal analysis of our cost structure considering the characteristics of our receivables and have been benchmarked against
observable information on comparable assets in the marketplace.
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• Discount rates – Determined at a product level, the discount rates utilized in our cash flow analyses reflect our estimates of
the rates of return that investors would require when investing in financial instruments with similar risk and return
characteristics.
Management continuously monitors factors that may impact the fair values of our products. Internal factors such as portfolio
composition (for example, 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, including product and vintage. The
Company also weighs the impact of relevant, internal business decisions on estimated fair value. External factors such as
macroeconomic trends, financial market liquidity expectations, competitive landscape and legal or regulatory requirements are also
reviewed on a regular basis. Management also reviews the results of our fair value model output compared to prior periods for unusual
trends, potential model over- or under-reaction, outlier results and other distorting factors. Based on these analyses, management may
deem it appropriate to adjust model output to derive management’s best estimate of fair value.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired
in each business combination. In accordance with Accounting Standards Codification (“ASC”) 350, Goodwill, we test goodwill for
potential impairment annually on October 1 and between annual tests if an event occurs or circumstances change that would more
likely than not reduce the fair value below its carrying amount.
We first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. In
assessing the qualitative factors, we consider relevant events and circumstances including but not limited to macroeconomic
conditions, industry and market environment, our overall financial performance, cash flow from operating activities, market
capitalization and stock price. If we determine that the quantitative impairment test is required, we use the income approach to
complete our annual goodwill assessment. The income approach uses future cash flows and estimated terminal values that are
discounted using a market participant perspective to determine the fair value, which is then compared to the carrying value to
determine if there is impairment. The income approach includes assumptions about revenue growth rates, operating margins and
terminal growth rates discounted by an estimated weighted-average cost of capital derived from other publicly-traded companies that
are similar from an operational and economic standpoint. See Note 5, Goodwill and Other Intangible Assets, to the Consolidated
Financial Statements.
Income Taxes
We account for income taxes under ASC 740, Income Taxes. As part of the process of preparing our consolidated financial statements,
we are required to estimate income taxes in each of the jurisdictions in which we operate. This process involves estimating the actual
current tax expense together with assessing temporary differences in recognition of income for tax and accounting purposes. These
differences result in deferred tax assets and liabilities and are included within the consolidated balance sheets. We must then assess the
likelihood that the deferred tax assets will be recovered from future taxable income and, to the extent we believe that recovery is not
more likely than not, we must establish a valuation allowance. An expense or benefit is included within the tax provision in the
consolidated statement of income for any increase or decrease in the valuation allowance for a given period.
We report our loans and finance receivables in the Company’s tax returns at fair market value, as determined for U.S. federal income
tax purposes, which differs from how we report them in the consolidated financial statements due in part to statutory tax and judicial
principles that may lead to different interpretations of expected credit losses and discount rate assumptions. Changes in the fair market
value of our loans and finance receivables as determined for tax purposes may have a significant impact on the timing and amount of
how income taxes are recognized in the consolidated financial statements. The estimates of fair market value are dependent on
multiple assumptions, including expected credit losses and discount rates.
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 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.
We account for uncertainty in income taxes in accordance with ASC 740, which requires that a more-likely-than-not threshold be met
before the benefit of a tax position may be recognized in the consolidated financial statements and prescribes how such benefit should
be measured. We must evaluate tax positions taken on our tax returns for all periods that are open to examination by taxing authorities
and make a judgment as to whether and to what extent such positions are more likely than not to be sustained based on the technical
merits. We record interest and penalties related to tax matters as income tax expense in the consolidated statement of income.
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Our judgment is required in determining the provision for income taxes, the deferred tax assets and liabilities and any valuation
allowance recorded against deferred tax assets. Our judgment is also required in evaluating whether tax benefits meet the more-likely-
than-not threshold for recognition under ASC 740.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Refer to Note 1 in the Notes to 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.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is a broad term related to economic losses due to adverse changes in the fair value of a financial instrument. While market
risk may embody several elements, including liquidity and basis risk, the SEC’s market risk rules focus on pricing risk, which relates
to changes in the level of prices due to changes in interest rates, foreign currency exchange rates, commodity prices, equity prices, and
other market changes that affect market risk-sensitive instruments.
We carry our loans and finance receivables at fair value with changes in fair value recognized directly in earnings. The valuation of
our loan portfolio may be impacted by macroeconomic and other factors that may positively or negatively impact the repayment
capacity of our customers or the discounted value of expected future cash flows from our loan portfolio.
Changes to market interest rates can impact the fair value of our loans and finance receivables. The fair value of our loans and
receivables are estimated using a discounted cash flow methodology, where the discount rate represents an estimate of the required
rate of return by market participants. Required returns may increase or decrease depending upon the level of market interest rates and
additional risk premiums required to generate acceptable returns on specific assets. An increase of 100 basis points to the discount
rates used in our valuations would decrease the balance of loans and finance receivables at fair value by approximately 0.54% and
0.68% at December 31, 2025 and 2024, respectively. A decrease of 100 basis points to the discount rates used in our valuations would
increase the balance of loans and finance receivables at fair value by approximately 0.56% and 0.71% at December 31, 2025 and
2024, respectively.
Expectations of future credit losses are a significant input to the valuation of our loans and finance receivables. A variety of
macroeconomic and other factors can impact the expected repayment capacity of our customers and our expectation of future credit
losses, both positively and negatively. Increasing our estimates for future credit losses used in our valuations to 110% of current
expectations would decrease the balance of loans and finance receivables at fair value by approximately 2.4% and 3.6% at
December 31, 2025 and 2024, respectively. Conversely, credit losses may decrease as the economy strengthens or with increased
government assistance. Decreasing our estimates for future credit losses used in our valuations to 90% of current expectations would
increase the balance of loans and finance receivables at fair value by approximately 2.6% and 4.3% at December 31, 2025 and 2024,
respectively.
The expected rate of future customer prepayments can also impact the fair value of our loans and finance receivables. Prepayment
speeds can vary with economic activity, competition and other factors that may increase or decrease the liquidity available to our
customers to prepay obligations. Increasing our estimates for future prepayments used in our valuations to 110% of current
expectations would decrease the balance of loans and finance receivables at fair value by 0.54% and 0.79% at December 31, 2025 and
2024, respectively. Conversely, prepayment speeds may decrease as the economy weakens or inflation increases. Decreasing our
estimates for future prepayments used in our valuations to 90% of current expectations would increase the balance of loans and
finance receivables at fair value by 0.54% and 0.78% at December 31, 2025 and 2024, respectively.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (Deloitte & Touche LLP; PCAOB ID No. 34).............................. 67
Consolidated Balance Sheets – December 31, 2025 and 2024 .................................................................................................... 69
Consolidated Statements of Income – Years Ended December 31, 2025, 2024 and 2023 .......................................................... 71
Consolidated Statements of Comprehensive Income – Years Ended December 31, 2025, 2024 and 2023 ............................... 72
Consolidated Statements of Stockholders’ Equity – Years Ended December 31, 2025, 2024 and 2023 ................................... 73
Consolidated Statements of Cash Flows – Years Ended December 31, 2025, 2024 and 2023 .................................................. 74
Notes to Consolidated Financial Statements................................................................................................................................ 75
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Enova International, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Enova International, Inc. and subsidiaries (the "Company") as of
December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, stockholders' equity, and cash
flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the
"financial statements"). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based
on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company
as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended
December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Also, in our
opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025,
based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
Basis for Opinions
The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial
reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report
of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these financial statements
and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm
registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud,
and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining,
on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness
of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary
in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
67
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was
communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material
to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the
critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or
disclosures to which it relates.
Loans and finance receivables at fair value – Refer to Notes 1 and 18 to the consolidated financial statements
Critical Audit Matter Description
The estimation of the fair value of loans and finance receivables portfolio uses discounted cash flow models that have been internally
developed. The models use inputs that are unobservable and inherently judgmental and reflect management’s best estimates of the
assumptions a market participant would use to calculate fair value. The valuation inputs for the projections of future cash flows
include estimated losses, prepayment rates, servicing costs and discount rates.
We identified the valuation assertion relating to loans and finance receivables at fair value as a critical audit matter because of the
subjective process in determining significant inputs and judgments used to estimate the fair value. Given management’s use of
unobservable inputs to estimate the fair value of the loans and finance receivables, performing audit procedures to evaluate these
inputs requires a high degree of auditor judgment and an increased extent of effort, including the need to involve our internal fair
value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to loans and finance receivables at fair value included the following, among others:
• We tested the effectiveness of internal controls related to the determination of loans and finance receivables at fair value,
including those controls related to management’s review of the models and the significant inputs used to estimate the fair value.
• We tested the underlying data for accuracy and completeness, including loan balances, historical net charge-offs, payments and
other assumptions, that served as the basis for the valuation.
• With the assistance of our internal fair value specialists, we developed a range of independent estimates of fair value and
compared our estimates to the recorded valuation.
/s/ Deloitte & Touche LLP
Chicago, Illinois
February 20, 2026
We have served as the Company's auditor since 2021.
68
ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)
December 31,
2025 2024
Assets
Cash and cash equivalents(1) ......................................................................................... $ 71,709 $ 73,910
Restricted cash(1)........................................................................................................... 336,154 248,758
Loans and finance receivables at fair value(1)............................................................... 5,471,544 4,386,444
Income taxes receivable ............................................................................................... 40,901 40,690
Other receivables and prepaid expenses(1).................................................................... 80,870 63,752
Property and equipment, net......................................................................................... 132,566 119,956
Operating lease right-of-use asset ................................................................................ 16,549 18,201
Goodwill ....................................................................................................................... 279,275 279,275
Intangible assets, net..................................................................................................... 3,660 10,951
Other assets(1) ............................................................................................................... 35,204 24,194
Total assets ........................................................................................................... $ 6,468,432 $ 5,266,131
Liabilities and Stockholders' Equity
Accounts payable and accrued expenses(1)................................................................... $ 305,849 $ 249,970
Operating lease liability................................................................................................ 32,041 32,165
Deferred tax liabilities, net ........................................................................................... 295,437 223,590
Long-term debt(1) .......................................................................................................... 4,498,381 3,563,482
Total liabilities.......................................................................................................... 5,131,708 4,069,207
Commitments and contingencies (Note 11)
Stockholders' equity:
Common stock, $0.00001 par value, 250,000,000 shares authorized, 47,441,228
and 46,520,916 shares issued and 24,715,608 and 25,808,096 outstanding as of
December 31, 2025 and 2024, respectively ............................................................. — —
Preferred stock, $0.00001 par value, 25,000,000 shares authorized, no shares
issued and outstanding.............................................................................................. — —
Additional paid in capital ......................................................................................... 370,078 328,268
Retained earnings ..................................................................................................... 2,006,143 1,697,754
Accumulated other comprehensive loss ................................................................... (9,500) (13,691)
Treasury stock, at cost (22,725,620 and 20,712,820 shares as of
December 31, 2025 and 2024, respectively) ............................................................ (1,029,997) (815,407)
Total stockholders' equity......................................................................................... 1,336,724 1,196,924
Total liabilities and stockholders' equity .............................................................. $ 6,468,432 $ 5,266,131
(1) Includes amounts in consolidated variable interest entities (“VIEs”) presented separately in the table below.
69
ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)
The following table presents the aggregated assets and liabilities of consolidated VIEs, which are included in the Consolidated
Balance Sheets above. The assets in the table below may only be used to settle obligations of consolidated VIEs and are in excess of
those obligations. See Note 15 for additional information.
December 31,
2025 2024
Assets of consolidated VIEs, included in total assets above
Cash and cash equivalents................................................................................................. $ 672 $ 348
Restricted cash .................................................................................................................. 292,826 217,344
Loans and finance receivables at fair value ...................................................................... 4,227,546 3,048,561
Other receivables and prepaid expenses ........................................................................... 27 26
Other assets ....................................................................................................................... 7,547 9,832
Total assets of consolidated VIEs ................................................................................. $ 4,528,618 $ 3,276,111
Liabilities of consolidated VIEs, included in total liabilities above
Accounts payable and accrued expenses........................................................................... $ 12,960 $ 11,300
Long-term debt.................................................................................................................. 3,015,120 2,227,156
Total liabilities of consolidated VIEs............................................................................ $ 3,028,080 $ 2,238,456
See Notes to Consolidated Financial Statements
70
ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
Year Ended December 31,
2025 2024 2023
Revenue ........................................................................................................... $ 3,151,653 $ 2,657,800 $ 2,117,639
Change in Fair Value ..................................................................................... (1,321,412) (1,128,351) (887,717)
Net Revenue .................................................................................................... 1,830,241 1,529,449 1,229,922
Operating Expenses
Marketing ..................................................................................................... 621,077 523,569 414,460
Operations and technology........................................................................... 258,179 224,391 194,905
General and administrative........................................................................... 169,722 156,524 160,265
Depreciation and amortization ..................................................................... 41,831 40,207 38,157
Total Operating Expenses ............................................................................. 1,090,809 944,691 807,787
Income from Operations................................................................................ 739,432 584,758 422,135
Interest expense, net ..................................................................................... (339,305) (290,442) (194,779)
Foreign currency transaction gain (loss) ...................................................... 367 (1,064) 57
Equity method investment income (loss) ..................................................... 1,559 (16,460) 116
Other nonoperating expenses ....................................................................... (1,019) (5,691) (282)
Income before Income Taxes......................................................................... 401,034 271,101 227,247
Provision for income taxes ........................................................................... 92,645 61,653 52,126
Net income....................................................................................................... $ 308,389 $ 209,448 $ 175,121
Earnings Per Share:
Earnings per common share:
Basic ............................................................................................................. $ 12.25 $ 7.78 $ 5.71
Diluted .......................................................................................................... $ 11.52 $ 7.43 $ 5.49
Weighted average common shares outstanding:
Basic ............................................................................................................. 25,169 26,920 30,673
Diluted .......................................................................................................... 26,775 28,202 31,921
See Notes to Consolidated Financial Statements
71
ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Year Ended December 31,
2025 2024 2023
Net income ....................................................................................................... $ 308,389 $ 209,448 $ 175,121
Other comprehensive gain (loss), net of tax:
Foreign currency translation gain (loss)(1).................................................... 4,191 (7,919) 1,979
Unrealized gain (loss) on investments, net of tax ........................................ — 492 (2,253)
Total other comprehensive gain (loss), net of tax ............................................ 4,191 (7,427) (274)
Comprehensive Income ................................................................................. 312,580 202,021 174,847
(1) Net of tax (provision) benefit of $(1,287), $2,483 and $(637) for the years ended December 31, 2025, 2024 and 2023,
respectively.
See Notes to Consolidated Financial Statements
72
ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
Accumulated
Additional Other Total
Common Stock Paid in Retained Comprehensive Treasury Stock, at cost Stockholders'
Shares Amount Capital Earnings Loss Shares Amount Equity
Balance at December 31, 2022 .............. 44,327 $ — $ 251,878 $ 1,313,185 $ (5,990) (13,106) $ (372,928) $ 1,186,145
Stock-based compensation expense........... — — 26,738 — — — — 26,738
Shares issued for vested RSUs ................ 624 — — — — — — —
Shares issued for stock option exercises...... 389 — 5,640 — — — — 5,640
Net income ..................................... — — — 175,121 — — — 175,121
Unrealized loss on investments, net of tax ... — — — — (2,253) — — (2,253)
Foreign currency translation gain, net of tax . — — — — 1,979 — — 1,979
Purchases of treasury shares, at cost .......... — — — — — (3,145) (153,187) (153,187)
Balance at December 31, 2023 .............. 45,340 $ — $ 284,256 $ 1,488,306 $ (6,264) (16,251) $ (526,115) $ 1,240,183
Stock-based compensation expense........... — — 31,816 — — — — 31,816
Shares issued for vested RSUs ................ 617 — — — — — — —
Shares issued for stock option exercises...... 564 — 12,196 — — — — 12,196
Net income ..................................... — — — 209,448 — — — 209,448
Unrealized gain on investments, net of tax ... — — — — 492 — — 492
Foreign currency translation loss, net of tax.. — — — — (7,919) — — (7,919)
Purchases of treasury shares, at cost .......... — — — — — (4,462) (289,292) (289,292)
Balance at December 31, 2024 .............. 46,521 $ — $ 328,268 $ 1,697,754 $ (13,691) (20,713) $ (815,407) $ 1,196,924
Stock-based compensation expense........... — — 33,096 — — — — 33,096
Shares issued for vested RSUs ................ 557 — — — — — — —
Shares issued for stock option exercises...... 363 — 8,714 — — — — 8,714
Net income ..................................... — — — 308,389 — — — 308,389
Foreign currency translation gain, net of tax . — — — — 4,191 — — 4,191
Purchases of treasury shares, at cost .......... — — — — — (2,013) (214,590) (214,590)
Balance at December 31, 2025 .............. 47,441 $ — $ 370,078 $ 2,006,143 $ (9,500) (22,726) $ (1,029,997) $ 1,336,724
See Notes to Consolidated Financial Statements
73
ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year Ended December 31,
2025 2024 2023
Cash Flows from Operating Activities
Net income ..................................................................................................... $ 308,389 $ 209,448 $ 175,121
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization ...................................................................... 41,831 40,207 38,157
Amortization of deferred loan costs and debt discount .................................... 16,588 15,787 10,123
Change in fair value .................................................................................... 1,313,391 1,119,214 879,351
Stock-based compensation expense............................................................... 33,096 31,816 26,738
Write-down of equity method investment ...................................................... — 16,552 —
Loss on early extinguishment of debt ............................................................ 1,019 5,690 282
Operating leases, net.................................................................................... 1,528 1,173 (1,457)
Deferred income taxes, net ........................................................................... 70,560 112,722 8,545
Changes in operating assets and liabilities:
Finance and service charges on loans and finance receivables.......................... 1,391 (12,513) (44,169)
Other receivables, prepaid expenses and other assets ...................................... (24,174) 12,754 8,879
Accounts payable and accrued expenses ........................................................ 34,964 35,053 18,137
Current income taxes receivable/payable ....................................................... 20,538 (49,327) 47,162
Net cash provided by operating activities ............................................... 1,819,121 1,538,576 1,166,869
Cash Flows from Investing Activities
Loans and finance receivables originated or acquired.......................................... (7,168,665) (5,640,183) (4,315,483)
Loans and finance receivables repaid ................................................................ 4,770,022 3,772,410 2,866,066
Capitalization of software development costs and purchases of fixed assets .......... (47,140) (43,422) (45,241)
Net cash used in investing activities........................................................ (2,445,783) (1,911,195) (1,494,658)
Cash Flows from Financing Activities
Borrowings under revolving line of credit.......................................................... 1,768,000 852,000 423,000
Repayments under revolving line of credit ......................................................... (1,625,000) (755,000) (376,000)
Borrowings under securitization facilities .......................................................... 1,686,214 1,617,861 1,013,591
Repayments under securitization facilities ......................................................... (895,656) (1,046,424) (679,190)
Issuance of senior notes ................................................................................... — 500,000 396,232
Repayments of senior notes .............................................................................. — (544,393) (81,123)
Debt issuance costs paid .................................................................................. (15,301) (28,066) (22,422)
Debt prepayment penalty paid .......................................................................... (563) — —
Proceeds from exercise of stock options ............................................................ 8,714 12,196 5,640
Treasury shares purchased................................................................................ (214,590) (289,292) (153,187)
Net cash provided by financing activities ............................................... 711,818 318,882 526,541
Effect of exchange rates on cash ....................................................................... 39 (1,034) 287
Net increase (decrease) in cash, cash equivalents and restricted cash.............. 85,195 (54,771) 199,039
Cash, cash equivalents and restricted cash at beginning of year ......................... 322,668 377,439 178,400
Cash, cash equivalents and restricted cash at end of year ................................... $ 407,863 $ 322,668 $ 377,439
See Notes to Consolidated Financial Statements
74
ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Significant Accounting Policies
Nature of the Company
Enova International, Inc. (“Enova”), formed on September 7, 2011, is an independent, publicly traded company, and the Company’s
shares of common stock are listed on the New York Stock Exchange under the symbol “ENVA.” Enova and its subsidiaries
(individually and collectively referred to herein as the “Company”) operate an internet-based lending platform to serve customers in
need of cash to fulfill their financial responsibilities. Through a network of direct and indirect marketing channels, the Company offers
funds to its customers through a variety of loan and finance receivable products that are primarily unsecured. The business is operated
primarily through the internet to provide convenient, fully-automated financial solutions to its customers. As of December 31, 2025,
the Company offered or arranged loans to consumers under the names “CashNetUSA” and “NetCredit” in 37 states in the United
States and under the name “Simplic” in Brazil. The Company also offered or arranged financing to small businesses in 49 states and
Washington D.C. in the United States under the names “OnDeck” and “Headway Capital.”
The Company originates, guarantees, purchases or purchases a participating interest in consumer installment loans or line of credit
accounts. The Company also provides financing to small businesses through either installment loans or line of credit accounts.
Consumer and small business loans provide customers with cash in their bank account, typically in exchange for an obligation to
repay the amount advanced plus fees and/or interest. “Loans and finance receivables” include both consumer loans and small business
loans.
Installment loans are loans originated by the Company, by a third-party lender through the Company’s credit services organization or
credit access business program (“CSO program” as further described below) that the Company guarantees or by a bank partner.
Installment loans include longer-term loans that require the outstanding principal balance to be paid down in multiple installments.
Line of credit accounts are originated by the Company or by a bank partner. Line of credit accounts allow customers to draw on their
line of credit in increments of their choosing up to their credit limit. Customers may pay off their account balance in full at any time or
make required minimum payments in accordance with the terms of the line of credit account.
Through the Company’s CSO program, the Company provides services related to a third-party lender’s consumer loan products in
Texas by acting as a credit services organization or credit access business on behalf of consumers in accordance with applicable state
laws. Services offered under the CSO program include credit-related services such as arranging loans with independent third-party
lenders and assisting in the preparation of loan applications and loan documents (“CSO loans”). Under the CSO program, the
Company guarantees consumer loan payment obligations to the third-party lender in the event that the customer defaults on the loan,
at which point, the loan is purchased by the Company. Prior to any potential purchase, CSO loans are not included in the Company’s
consolidated balance sheets.
The Company operates programs with certain banks to provide marketing services and loan servicing for near-prime unsecured
consumer installment loans and line of credit accounts. Under the programs, the Company receives marketing and servicing fees while
the bank receives an origination fee. The bank has the ability to sell and the Company has the option, but not the requirement, to
purchase the loans the bank originates and, in the case of line of credit accounts, a participation interest in those accounts. The
Company does not guarantee the performance of the loans and line of credit accounts originated by the bank. OnDeck operates a
program with a separate bank to provide marketing services and loan servicing for small business installment loans and line of credit
accounts. Under the OnDeck program, the Company receives marketing fees while the bank receives origination fees and certain
program fees. The bank has the ability to sell and the Company has the option, but not the requirement, to purchase the installment
loans that the bank originates and, in the case of line of credit accounts, extensions under those line of credit accounts. The Company
does not guarantee the performance of the loans originated by the bank.
The Company operates a money transfer platform that allows customers to send money from the United States to Mexico, other Latin
American countries and Asia. Revenue is generated through fees per transfer and an exchange rate spread.
Basis of Presentation
The consolidated financial statements of the Company included herein have been prepared on the basis of accounting principles
generally accepted in the United States (“GAAP”) and reflect the historical results of operations and cash flows of the Company
during each respective period. The consolidated financial statements include goodwill and intangible assets arising from businesses
previously acquired. The financial information included herein may not be indicative of the consolidated financial position, operating
results, changes in stockholders’ equity and cash flows of the Company in the future. Intercompany transactions are eliminated.
Certain prior year amounts have been reclassified to conform to current year presentation.
The Company consolidates any variable interest entity (“VIE”) where it has determined the Company is the primary beneficiary. The
primary beneficiary is the entity which has both the power to direct the activities of the VIE that most significantly impact the VIE’s
75
ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
economic performance as well as the obligation to absorb losses or receive benefits of the entity that could potentially be significant to
the VIE.
Use of Estimates
The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the dates of
the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. On an on-going
basis, management evaluates its estimates and judgments, including those related to revenue recognition, fair value of loans and
finance receivables, goodwill, long-lived and intangible assets, income taxes, contingencies and litigation. Management bases its
estimates on historical experience, empirical data and on various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual
results may differ from these estimates.
Foreign Currency Translations
The functional currency for the Company’s subsidiaries that serve residents of Brazil is the Brazilian real. The assets and liabilities of
these subsidiaries are translated into U.S. dollars at the exchange rate in effect at each balance sheet date, and the resulting adjustments
are recorded in “Accumulated other comprehensive income (loss)” (“AOCI”) as a separate component of stockholders’ equity.
Revenue and expenses are translated at the monthly average exchange rates occurring during each period.
Cash and Cash Equivalents
The Company considers deposits in banks and short-term investments with original maturities of 90 days or less as cash and cash
equivalents.
Restricted Cash
The Company includes funds to be used for future debt payments relating to its securitization transactions and escrow deposits in
restricted cash and cash equivalents.
Cash, Cash Equivalents and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the consolidated
balance sheets (in thousands):
December 31,
2025 2024 2023
Cash and cash equivalents .................................................................... $ 71,709 $ 73,910 $ 54,357
Restricted cash ...................................................................................... 336,154 248,758 323,082
Total cash, cash equivalents and restricted cash ................................... $ 407,863 $ 322,668 $ 377,439
Revenue Recognition
The Company recognizes revenue based on the financing products and services it offers and on loans it acquires. “Revenue” in the
consolidated statements of income primarily includes: interest income, statement and draw fees on line of credit accounts, fees for
services provided through the Company’s CSO program (“CSO fees”), origination fees and other fees as permitted by applicable laws
and pursuant to the agreement with the customer. Interest income is generally recognized on an effective yield basis over the
contractual term of the loan on installment loans or the estimated outstanding period of the draw on line of credit accounts. Statement
fees on line of credit accounts are similar to interest charges and are generally recognized similarly to interest income. Draw fees on
line of credit accounts are generally recognized at the time of draw. CSO fees are recognized over the term of the loan. Origination
fees are charged to customers on certain installment loan products and are recognized upon origination.
Loans and Finance Receivables
The Company utilizes the fair value option on its entire loan and finance receivable portfolio. As such, loans and finance receivables
are carried at fair value in the consolidated balance sheet with changes in fair value recorded in the consolidated income statement. To
76
ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
derive the fair value, the Company generally utilizes discounted cash flow analyses that factor in estimated losses, prepayments and
servicing costs over the estimated duration of the underlying assets. Loss, prepayment and servicing cost assumptions are determined
using historical loss data and include appropriate consideration of recent trends and anticipated future performance. Future cash flows
are discounted using a rate of return that the Company believes a market participant would require. Accrued and unpaid interest and
fees are included in “Loans and finance receivables at fair value” in the consolidated balance sheets.
If a loan is renewed or refinanced, the renewal or refinanced loan is considered a new loan. The Company generally does not consider
modifications that do not necessitate the customer to sign a new loan agreement to be new loans.
Current and Delinquent Loans and Finance Receivables
The Company classifies its loans and finance receivables as either current or delinquent. When a customer does not make a scheduled
payment in full as of the due date, the receivable is considered delinquent. For the OnDeck portfolio, there is no accrual of interest
income on loans when the customer misses their most recent payment. Excluding the OnDeck portfolio, there is no accrual of interest
income on loans when a customer falls more than one payment behind. Loans may be returned to accrual status if the customer
rectifies and the loan no longer meets non-accrual criteria. The Company allows for normal payment processing time before
considering a loan delinquent but does not provide for any additional grace period.
The Company offers certain forbearance options on its loan products with features such as payment deferrals without the incurrence of
additional finance charges or late fees. If a loan is deemed to be current and the customer makes a deferral or payment modification,
the loan is still deemed to be current until the next scheduled payment is missed.
For consumer loans and finance receivables, the Company generally charges off a delinquent loan after 65 days past due, or earlier if
deemed uncollectible at that point. For small business loans and finance receivables, the Company generally charges off a loan when it
is probable that that it will be unable to collect all of the remaining principal payments, which is generally after 90 days of
delinquency and 30 days of non-activity. Recoveries on loans and finance receivables that were previously charged off are generally
recognized when collected or sold.
Property and Equipment
Property and equipment is recorded at cost. The cost of property retired or sold and the related accumulated depreciation are removed
from the accounts, and any resulting gain or loss is recognized in the consolidated statements of income. Costs associated with repair
and maintenance activities are expensed as incurred. Depreciation expense is generally provided on a straight-line basis, using the
following estimated useful lives:
Computer hardware and software ................................................................... 3 to 5 years
Furniture, fixtures and equipment ................................................................... 3 to 7 years
Leasehold improvements (1) ............................................................................ 3 to 10 years
(1) Leasehold improvements are depreciated over the lesser of the estimated useful life, remaining lease term, or 10 years.
Software Development Costs
The Company applies ASC 350-40, Internal Use Software (“ASC 350-40”), to its software purchase and development activities.
Under ASC 350-40, eligible internal and external costs incurred for the development of computer software applications, as well as for
upgrades and enhancements that result in additional functionality of the applications, are capitalized to “Property and equipment” on
the consolidated balance sheets. Internal and external training and maintenance costs are charged to expense as incurred or over the
related service period. When a software application is placed in service, the Company begins amortizing the related capitalized
software costs using the straight-line method based on its estimated useful life, which generally ranges from three to five years.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired
in each business combination. In accordance with ASC 350, Intangibles—Goodwill and Other (“ASC 350”), the Company tests
goodwill for potential impairment annually as of October 1 and between annual tests if an event occurs or circumstances change that
would more likely than not reduce the fair value of a reporting unit below its carrying amount.
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ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment
test. In assessing the qualitative factors, management considers relevant events and circumstances including but not limited to
macroeconomic conditions, industry and market environment, overall financial performance of the Company, cash flow from
operating activities, market capitalization and stock price. If the Company determines that the quantitative impairment test is required,
management uses the income approach to complete its annual goodwill assessment. The income approach uses future cash flows and
estimated terminal values for the Company that are discounted using a market participant perspective to determine the fair value,
which is then compared to the carrying value to determine if there is impairment. The income approach includes assumptions about
revenue growth rates, operating margins and terminal growth rates discounted by an estimated weighted-average cost of capital
derived from other publicly-traded companies that are similar but not identical from an operational and economic standpoint.
Long-Lived Assets Other Than Goodwill
An evaluation of the recoverability of property and equipment and intangible assets subject to amortization is performed whenever the
facts and circumstances indicate that the carrying value may be impaired. An impairment loss is recognized if the future undiscounted
cash flows associated with the asset and the estimated fair value of the asset are less than the asset’s corresponding carrying value. The
amount of the impairment loss, if any, is the excess of the asset’s carrying value over its estimated fair value.
The Company amortizes intangible assets subject to amortization on the basis of their expected periods of benefit, generally three to
20 years. The costs of start-up activities and organization costs are charged to expense as incurred.
Investments in Unconsolidated Investees
The Company owns a 20% equity interest in On Deck Capital Australia PTY LTD (“OnDeck Australia”), which is recorded using the
equity method of accounting. As of December 31, 2025 and 2024 the carrying value of the Company’s ownership in OnDeck
Australia was $1.5 million and $0.1 million, respectively, which the Company included in “Other assets” on the consolidated balance
sheets.
On February 24, 2021, the Company contributed the platform-as-service business assumed in the OnDeck acquisition to Linear
Financial Technologies Holding LLC (“Linear”) in exchange for ownership units in that entity. The Company recorded its interest in
Linear under the equity method of accounting and included it in “Other assets” on the consolidated balance sheets. In 2022, the
Company recognized a gain of $11.0 million related to the sale by Linear of its operating company. In the third quarter of 2024, Linear
was dissolved, with its sole assets, consisting of preferred shares in a separate company, being distributed to the holders of Linear’s
ownership units. Concurrently in the third quarter of 2024, the separate company executed a capital raise in which the Company opted
not to participate that resulted in the Company’s preferred shares having a substantially less preferential position in the separate
company’s capital structure. Because of their subordinated position, the preferred shares were valued at $0. As such, the Company
recorded a loss of $16.6 million during 2024, which included the carrying value of the investment of $16.1 million and the remaining
unrealized loss of $0.5 million that had been recorded directly in accumulated other comprehensive income. In the third quarter of
2025, the preferred shares were canceled and extinguished without consideration to the Company in connection with the separate
company being acquired by another entity. As of December 31, 2025 and 2024, the Company’s investment in Linear had no carrying
value.
Equity method income has been included in “Equity method investment income (loss)” in the consolidated income statements.
Marketing Expenses
Marketing expenses consist of digital costs, lead purchase costs and offline marketing costs such as television and direct mail
advertising. All marketing expenses are expensed as incurred.
Operations and Technology Expenses
Operations and technology expenses include all expenses related to the direct operations and technology infrastructure related to loan
underwriting and processing. This includes, but is not limited to, contact center and operations personnel costs, software maintenance
expense, underwriting data from third-party vendors, bank/transaction fees and collection costs.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
General and Administrative Expenses
General and administrative expenses primarily include the Company’s corporate personnel costs, as well as legal, occupancy, and
other related costs.
Stock-Based Compensation
The Company accounts for its stock-based employee compensation plans in accordance with ASC 718, Compensation—Stock
Compensation (“ASC 718”). Under this guidance the fair value of share-based compensation is determined at the grant date and the
recognition of the related expense is recorded over the period in which the share-based compensation vests. However, with respect to
income taxes, the related deduction from taxes payable is based on the award’s intrinsic value at the time of exercise (for an option) or
on the fair value upon vesting of the award (for restricted stock units), which can be either greater (creating an excess tax benefit) or
less (creating a tax deficiency) than the deferred tax benefit that is recorded as compensation cost is recognized in the consolidated
financial statements. These excess tax benefits (deficiencies) are recognized in “Provision for income taxes” in the period that the tax
deduction arises. In the consolidated statement of cash flows, they are classified in operating activities in the same manner as other
cash flows related to income taxes.
Income Taxes
The provision for income taxes is based on income before income taxes as reported for financial statement purposes. Deferred income
taxes are provided for in accordance with the asset and liability method of accounting for income taxes in order to recognize the tax
effects of temporary differences between the tax basis of an asset or liability and its reported amount in the consolidated financial
statements.
The Company accounts for uncertainty in income taxes in accordance with ASC 740, Income Taxes (“ASC 740”), which requires that
a more-likely-than-not threshold (greater than 50 percent) be met before the benefit of a tax position may be recognized in the
consolidated financial statements and prescribes how such benefit should be measured. The Company records interest and penalties
related to tax matters as income tax expense in the consolidated statements of income.
The Company performs an evaluation of the recoverability of its deferred tax assets on a quarterly basis. The Company establishes a
valuation allowance if it is more likely than not that all or some portion of the deferred tax asset will not be realized. The Company
analyzes several factors, including the nature and frequency of operating losses, the Company’s 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. See Note 10 for further discussion.
Earnings Per Share
Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during
the year. Diluted earnings per share is calculated by giving effect to the potential dilution that could occur if securities or other
contracts to issue common shares were exercised and converted into common shares during the year. Restricted stock units issued
under the Company’s stock-based employee compensation plans are included in diluted shares upon the granting of the awards even
though the vesting of shares will occur over time.
The following table sets forth the reconciliation of numerators and denominators of basic and diluted earnings per share computations
for the years ended December 31, 2025, 2024 and 2023 (in thousands, except per share amounts):
Year Ended December 31,
2025 2024 2023
Numerator:
Net Income ...................................................................................... $ 308,389 $ 209,448 $ 175,121
Denominator:
Total weighted average basic shares ............................................... 25,169 26,920 30,673
Shares applicable to stock-based compensation ............................. 1,606 1,282 1,248
Total weighted average diluted shares ........................................ 26,775 28,202 31,921
Earnings per common share – basic................................................ $ 12.25 $ 7.78 $ 5.71
Earnings per common share – diluted............................................. $ 11.52 $ 7.43 $ 5.49
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ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the years ended December 31, 2025, 2024 and 2023, there were 160,087, 177,247 and 351,699 shares of common stock
underlying stock options, respectively, that were excluded from the calculation of diluted net earnings per share because their effect
would have been antidilutive. For the years ended December 31, 2025, 2024, and 2023, there were 107, 1,394 and 235,237 shares of
common stock underlying restricted stock units, respectively, that were excluded from the calculation of diluted net earnings per share
because their effect would have been antidilutive.
Adopted Accounting Standards
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires entities to disclose additional information about
federal, state and foreign income taxes primarily related to the income tax rate reconciliation and income taxes paid. The new standard
also eliminates certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. The
Company adopted this standard in the fourth quarter of 2025 on a retrospective basis as of January 1, 2023. There was no impact of
adoption to recognition or measurement in the Company’s consolidated financial statements. Refer to Note 10 and Note 16 for further
information.
Accounting Standards to be Adopted in Future Periods
In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):
Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which modernizes the recognition and
disclosure framework for internal-use software costs, removing the previous “development stage” model and introducing a more
judgment-based approach. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and for interim periods
within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of ASU
2025̻06 on the consolidated financial statements.
2. Acquisitions
On December 10, 2025, the Company entered into a merger agreement with Grasshopper Bancorp, Inc. (“Grasshopper”) under which
the Company 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 Enova shares. Under the terms of the merger agreement, Grasshopper will merge with and into
the Company, with the Company continuing as the surviving corporation and, immediately following the merger, an interim national
bank and wholly-owned subsidiary of the Company 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.
3. Loans and Finance Receivables
Revenue generated from the Company’s loans and finance receivables for the years ended December 31, 2025, 2024 and 2023 was as
follows (in thousands):
Year Ended December 31,
2025 2024 2023
Consumer loans and finance receivables revenue ................................ $ 1,748,114 $ 1,576,821 $ 1,295,231
Small business loans and finance receivables revenue ......................... 1,362,187 1,043,475 790,804
Total loans and finance receivables revenue ........................................ 3,110,301 2,620,296 2,086,035
Other ..................................................................................................... 41,352 37,504 31,604
Total Revenue ....................................................................................... $ 3,151,653 $ 2,657,800 $ 2,117,639
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ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Loans and Finance Receivables at Fair Value
The components of Company-owned loans and finance receivables at December 31, 2025 and 2024 were as follows (in thousands):
As of December 31, 2025
Small
Consumer Business Total
Principal balance - accrual .................................................................. $ 1,294,991 $ 3,079,986 $ 4,374,977
Principal balance - non-accrual ........................................................... 151,947 221,090 373,037
Total principal balance .................................................................... 1,446,938 3,301,076 4,748,014
Accrued interest and fees .................................................................... 126,825 27,448 154,273
Loans and finance receivables at fair value - accrual.......................... 1,694,851 3,550,186 5,245,037
Loans and finance receivables at fair value - non-accrual .................. 69,618 156,889 226,507
Loans and finance receivables at fair value..................................... 1,764,469 3,707,075 5,471,544
Difference between principal balance and fair value .......................... $ 317,531 $ 405,999 $ 723,530
As of December 31, 2024
Small
Consumer Business Total
Principal balance - accrual .................................................................. $ 1,210,042 $ 2,290,132 $ 3,500,174
Principal balance - non-accrual ........................................................... 143,972 166,298 310,270
Total principal balance .................................................................... 1,354,014 2,456,430 3,810,444
Accrued interest and fees .................................................................... 128,956 27,086 156,042
Loans and finance receivables at fair value - accrual.......................... 1,617,708 2,672,714 4,290,422
Loans and finance receivables at fair value - non-accrual .................. 21,599 74,423 96,022
Loans and finance receivables at fair value..................................... $ 1,639,307 $ 2,747,137 $ 4,386,444
Difference between principal balance and fair value .......................... $ 285,293 $ 290,707 $ 576,000
As of December 31, 2025 and 2024, the aggregate fair value of loans and finance receivables that were 90 days or more past due was
$41.5 million, of which $30.1 million was in non-accrual status, and $32.7 million, of which $16.6 million was in non-accrual status,
respectively. The aggregate unpaid principal balance for loans and finance receivables that were 90 days or more past due was $60.7
million and $71.9 million, as of December 31, 2025 and 2024, respectively.
Changes in the fair value of Company-owned loans and finance receivables during the years ended December 31, 2025 and 2024 were
as follows (in thousands):
Year Ended December 31, 2025
Small
Consumer Business Total
Balance at beginning of period ............................................................ $ 1,639,307 $ 2,747,137 $ 4,386,444
Originations or acquisitions(1) .......................................................... 2,212,786 5,475,179 7,687,965
Interest and fees(2) ............................................................................ 1,748,114 1,362,187 3,110,301
Repayments...................................................................................... (2,935,740) (5,469,191) (8,404,931)
Charge-offs, net(3) ............................................................................ (939,932) (523,170) (1,463,102)
Net change in fair value(3) ................................................................ 34,778 114,933 149,711
Effect of foreign currency translation.............................................. 5,156 — 5,156
Balance at end of period ...................................................................... $ 1,764,469 $ 3,707,075 $ 5,471,544
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ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Year Ended December 31, 2024
Small
Consumer Business Total
Balance at beginning of period............................................................ $ 1,380,784 $ 2,248,383 $ 3,629,167
Originations or acquisitions(1) ......................................................... 2,018,359 4,035,963 6,054,322
Interest and fees(2)............................................................................ 1,576,821 1,043,475 2,620,296
Repayments ..................................................................................... (2,564,901) (4,225,054) (6,789,955)
Charge-offs, net(3) ............................................................................ (785,317) (421,275) (1,206,592)
Net change in fair value(3) ............................................................... 21,733 65,645 87,378
Effect of foreign currency translation ............................................. (8,172) — (8,172)
Balance at end of period ...................................................................... $ 1,639,307 $ 2,747,137 $ 4,386,444
(1) Originations or acquisitions is presented on a cost basis.
(2) Included in “Revenue” in the consolidated statements of income.
(3) Included in “Change in Fair Value” in the consolidated statements of income.
In connection with its CSO program, the Company guarantees consumer loan payment obligations to unrelated third-party lenders for
consumer loans and is required to purchase any defaulted loans it has guaranteed. As of December 31, 2025 and 2024, the amount of
consumer loans guaranteed by the Company had an estimated fair value of $26.1 million and $28.4 million, respectively, and an
outstanding principal balance of $18.7 million and $19.9 million, respectively. As of December 31, 2025 and 2024, the amount of
consumer loans, including principal, fees and interest, guaranteed by the Company were $22.3 million and $23.8 million, respectively.
These loans are not included in the consolidated balance sheets as the Company does not own the loans prior to default.
4. Property and Equipment
As a leading technology and analytics company, a significant amount of capital is invested in developing computer software and
systems infrastructure. The Company capitalized internal software development costs of $44.1 million, $40.9 million and $37.3
million during 2025, 2024 and 2023, respectively.
Major classifications of property and equipment at December 31, 2025 and 2024 were as follows (in thousands):
As of December 31, 2025
Accumulated
Cost Depreciation Net
Computer software ................................................................................ $ 244,217 $ (120,059) $ 124,158
Furniture, fixtures and equipment ......................................................... 30,540 (26,072) 4,468
Leasehold improvements ...................................................................... 16,745 (12,805) 3,940
Total ...................................................................................................... $ 291,502 $ (158,936) $ 132,566
As of December 31, 2024
Accumulated
Cost Depreciation Net
Computer software ................................................................................ $ 210,268 $ (103,017) $ 107,251
Furniture, fixtures and equipment ......................................................... 34,253 (27,085) 7,168
Leasehold improvements ...................................................................... 16,724 (11,187) 5,537
Total ...................................................................................................... $ 261,245 $ (141,289) $ 119,956
The Company recognized depreciation expense of $34.5 million, $32.2 million and $29.8 million during 2025, 2024 and 2023,
respectively.
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ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
5. Goodwill and Other Intangible Assets
There were no changes in the carrying value of goodwill for the years ended December 31, 2025 and 2024.
The Company completed its annual assessment of goodwill as of October 1, 2025 based on qualitative factors and determined that the
fair value of its goodwill exceeded carrying value; as such, no impairment existed at that date.
Acquired intangible assets that are subject to amortization as of December 31, 2025 and 2024 were as follows (in thousands):
As of December 31, 2025
Accumulated
Cost Amortization Net
Developed technology ......................................................................... $ 25,980 $ (25,445) $ 535
Trade names and trademarks ............................................................... 11,185 (8,395) 2,790
Licenses ............................................................................................... 3,100 (2,945) 155
Customer relationships ........................................................................ 1,900 (1,805) 95
Lead provider and broker relationships ............................................... 1,700 (1,615) 85
Total..................................................................................................... $ 43,865 $ (40,205) $ 3,660
As of December 31, 2024
Accumulated
Cost Amortization Net
Developed technology ......................................................................... $ 25,980 $ (21,013) $ 4,967
Trade names and trademarks ............................................................... 11,184 (6,875) 4,309
Licenses ............................................................................................... 3,100 (2,325) 775
Customer relationships ........................................................................ 1,900 (1,425) 475
Lead provider and broker relationships ............................................... 1,700 (1,275) 425
Total..................................................................................................... $ 43,864 $ (32,913) $ 10,951
Developed technology is amortized over five years on a straight-line basis. Customer, lead provider and broker relationships are
generally amortized over three to five years based on the pattern of economic benefits provided. Trade names and trademarks are
generally amortized over three to 20 years on a straight-line basis. Licenses are generally amortized over five years on a straight-line
basis.
Amortization expense for acquired intangible assets was $7.3 million, $8.1 million and $8.4 million for the years ended December 31,
2025, 2024 and 2023, respectively.
Estimated future amortization expense for the years ended December 31, is as follows (in thousands):
Year Amount
2026 ................................................................................................................ $ 2,029
2027 ................................................................................................................ 806
2028 ................................................................................................................ 110
2029 ................................................................................................................ 110
2030 ................................................................................................................ 110
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ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
6. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses at December 31, 2025 and 2024 were as follows (in thousands):
As of December 31,
2025 2024
Unrecognized tax benefits ....................................................................... $ 103,212 $ 82,463
Trade accounts payable ........................................................................... 78,962 58,950
Accrued payroll and fringe benefits ........................................................ 47,806 45,784
Accrued interest payable ......................................................................... 33,882 30,501
Cash in transit .......................................................................................... 21,739 10,943
Liability for consumer loans funded by third-party lender...................... 17,742 19,357
Other accrued liabilities........................................................................... 2,506 1,972
Total......................................................................................................... $ 305,849 $ 249,970
Refer to Note 10 for discussion of unrecognized tax benefits.
7. Marketing Expenses
Marketing expenses for the years ended December 31, 2025, 2024 and 2023 were as follows (in thousands):
Year Ended December 31,
2025 2024 2023
Customer procurement expense including lead purchase costs ............ $ 384,232 $ 292,794 $ 230,910
Advertising............................................................................................ 236,845 230,775 183,550
Total ...................................................................................................... $ 621,077 $ 523,569 $ 414,460
8. Leases
The Company has operating leases primarily for its corporate headquarters, other offices located in the U.S. and certain equipment.
The Company’s leases have remaining lease terms of less than one year to nine years. Certain leases include options to extend the
leases for up to five years, while others include options to terminate the lease under certain conditions. The Company’s lease
agreements do not contain any material residual value guarantees or material restrictive covenants.
The Company determines if an arrangement is an operating lease at inception. Leases with an initial term of 12 months or less are not
recorded on the consolidated balance sheet. All other operating leases are recorded on the consolidated balance sheet with right-of-use
assets representing the right to use the underlying asset for the lease term and lease liabilities representing the obligation to make lease
payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the commencement date based on the
present value of lease payments over the lease term and include options to extend or terminate the lease when they are reasonably
certain to be exercised. The right-of-use assets represent the lease liability, plus any lease payments made at or before the
commencement date, less any lease incentives received. If a lease does not provide an implicit rate, the Company uses its incremental
secured borrowing rate, adjusted for the maturity date, based on information available at the commencement date in determining the
present value of lease payments. Lease agreements with lease and non-lease components are accounted for as a single lease
component. The Company’s operating lease expense is recognized on a straight-line basis over the lease term and is recorded in
general and administrative expense.
During the fourth quarter of 2024, the Company entered into amendments related to its leases for office space in Denver and New
York. The amendments, among other changes, resulted in extensions of the lease terms from April 2026 to October 2029 in Denver
and from December 2026 to June 2032 in New York. As a result, the Company recognized an adjustment to increase its operating
lease liability and operating lease right of use asset balance by $5.5 million.
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ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Lease expenses for the years ended December 31, 2025, 2024 and 2023 were as follows (in thousands):
Year Ended December 31,
2025 2024 2023
Operating lease cost............................................................................. $ 5,261 $ 4,814 $ 4,983
Variable lease cost............................................................................... 492 746 1,252
Short-term lease cost ........................................................................... 311 493 1,208
Sublease income .................................................................................. (271) (281) (1,175)
Total lease cost .................................................................................... $ 5,793 $ 5,772 $ 6,268
Future minimum lease payments as of December 31, 2025 are as follows (in thousands):
Year Amount
2026 ................................................................................................................ $ 4,548
2027 ................................................................................................................ 6,912
2028 ................................................................................................................ 6,312
2029 ................................................................................................................ 5,518
2030 ................................................................................................................ 4,544
Thereafter........................................................................................................ 17,860
Total lease payments ...................................................................................... $ 45,694
Less: interest ................................................................................................... 13,653
Present value of lease liabilities...................................................................... $ 32,041
The weighted average remaining lease term and discount rate as of December 31, 2025 and 2024 were as follows:
December 31,
2025 2024
Weighted average remaining lease term (years)
Operating leases.................................................................................. 7.4 8.1
Weighted average discount rate
Operating leases.................................................................................. 8.81% 8.81%
Supplemental cash flow disclosures related to leases for the years ended December 31, 2025 and 2024 were as follows (in thousands):
Year Ended December 31,
2025 2024
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases........................................................ $ 3,734 $ 3,790
Noncash transactions related to adjustments to lease liability and right-of-use
asset
Operating leases................................................................................................... 777 6,186
85
ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
9. Long-term Debt
The Company’s long-term debt instruments and balances outstanding as of December 31, 2025 and 2024 were as follows (dollars in
thousands):
Weighted Outstanding
Revolving average Borrowing December 31,
period end date Maturity date interest rate(1) capacity 2025 2024
Funding Debt:
ODAS IV 2025-2 Securitization Notes........ October 2028 November 2032 5.65% $ 261,434 $ 261,434 $ —
ODAS IV 2025-1 Securitization Notes........ March 2028 April 2032 5.89% 261,392 261,392 —
ODAS IV 2024-2 Securitization Notes........ September 2027 October 2031 5.78% 261,353 261,353 261,353
2025-A Securitization Notes..................... — October 2031 7.29% 93,331 93,331 —
ODAS IV 2024-1 Securitization Notes........ May 2027 June 2031 6.84% 399,574 399,574 399,574
2024-A Securitization Notes..................... — October 2030 8.29% 45,510 45,510 123,546
ODAS IV 2023-1 Securitization Notes........ July 2026 August 2030 7.66% 227,051 227,051 227,051
ODR 2021-1 Securitization Facility............ November 2027 November 2028 6.86% 246,667 202,890 233,333
NCR 2022 Securitization Facility .............. October 2026 October 2028 7.98% 200,000 175,194 119,039
NCLOCR 2025 Securitization Facility ........ July 2027 July 2028 8.12% 150,000 90,000 —
NCLOCR 2024 Securitization Facility ........ February 2027 February 2028 9.37% 150,000 90,000 99,000
2023-A Securitization Notes..................... — December 2027 7.78% 9,282 9,282 32,116
RAOD Securitization Facility ................... November 2026 November 2027 6.62% 236,842 236,842 192,000
HWCR 2023 Securitization Facility ........... September 2026 September 2027 8.13% 487,595 473,214 331,214
ODR 2022-1 Securitization Facility............ June 2026 June 2027 7.60% 420,000 202,325 188,342
2018-1 Securitization Facility ................... March 2025 March 2026 (2) — — — 32,200
Total funding debt ............................. 7.08% $ 3,450,031 $ 3,029,392 $ 2,238,768
Corporate Debt:
Revolving line of credit........................... August 2029 August 2029 7.02% 825,000 (3) $ 596,000 $ 453,000
9.125% Senior Notes Due 2029................. — August 2029 9.13% 500,000 500,000 500,000
11.25% Senior Notes Due 2028................. — December 2028 11.25% 400,000 400,000 400,000
Total corporate debt ........................... 8.86% $ 1,725,000 $ 1,496,000 $ 1,353,000
Less: Long-term debt issuance costs ........... $ (24,581) $ (24,830)
Less: Debt discounts............................... (2,430) (3,456)
Total long-term debt........................... $ 4,498,381 $ 3,563,482
(1) The weighted average interest rate is determined based on the rates and principal balances on December 31, 2025. It does not
include the impact of the amortization of deferred loan origination costs or debt discounts.
(2) On May 30, 2025, the remaining outstanding balance on this facility was paid in full and the facility was terminated.
(3) The Company had outstanding letters of credit under the Revolving line of credit of $0.4 and $0.7 million as of December 31,
2025 and 2024, respectively.
Weighted-average interest rates on long-term debt were 8.64% and 9.31% for the years ended December 31, 2025 and 2024,
respectively. As of December 31, 2025 and 2024, the Company was in compliance with all financial ratios and covenants set forth in
the prevailing long-term debt agreements.
Funding Debt
ODAS IV 2025-2 Securitization Notes
On November 13, 2025, OnDeck Asset Securitization IV, LLC (“ODAS IV”), a wholly-owned indirect subsidiary of the Company,
issued $261.4 million in initial principal amount of Series 2025-2 Fixed Rate Asset-Backed Notes (the “ODAS IV 2025-2
Securitization Notes”) in a private securitization transaction. The ODAS IV 2025-2 Securitization Notes have a legal final payment
date in November 2032 and were issued in four classes with initial principal amounts and fixed interest rates per annum as follows:
Class A Notes of $122.2 million at 4.84%, Class B Notes of $58.8 million at 5.23%, Class C Notes of $49.5 million at 6.30% and
Class D Notes of $31.0 million at 8.58%. Collateral for the ODAS IV 2025-2 Securitization Notes consists of, among other things, a
revolving pool of small business loans originated or purchased by ODK Capital, LLC (“ODK”), which is a wholly-owned indirect
subsidiary of the Company.
The net proceeds of the ODAS IV 2025-2 Securitization Notes were used to purchase small business loans from ODK that were
pledged as collateral for the ODAS IV 2025-2 Securitization Notes and for other general corporate purposes. ODK is the servicer of
the loans securing the ODAS IV 2025-2 Securitization Notes. ODAS IV is the sole obligor of the ODAS IV 2025-2 Securitization
Notes, which are not obligations of, or guaranteed by, the Company or ODK. As of December 31, 2025, the carrying amount of the
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
ODAS IV 2025-2 Securitization Notes was $257.7 million, including unamortized issuance costs of $3.8 million. The ODAS IV 2025-
2 Securitization Notes were offered and sold to “qualified institutional buyers” pursuant to Rule 144A under the Securities Act and to
certain persons outside of the United States in compliance with Regulation S under the Securities Act.
ODAS IV 2025-1 Securitization Notes
On March 20, 2025, ODAS IV issued $261.4 million in initial principal amount of Series 2025-1 Fixed Rate Asset-Backed Notes (the
“ODAS IV 2025-1 Securitization Notes”) in a private securitization transaction. The ODAS IV 2025-1 Securitization Notes have a
legal final payment date in April 2032 and were issued in four classes with initial principal amounts and fixed interest rates per annum
as follows: Class A Notes of $126.8 million at 5.08%, Class B Notes of $57.8 million at 5.52%, Class C Notes of $45.5 million at
6.64% and Class D Notes of $31.2 million at 8.77%. Collateral for the ODAS IV 2025-1 Securitization Notes consists of, among other
things, a revolving pool of small business loans originated or purchased by ODK.
The net proceeds of the ODAS IV 2025-1 Securitization Notes were used to purchase small business loans from ODK that were
pledged as collateral for the ODAS IV 2025-1 Securitization Notes and for other general corporate purposes. ODK is the servicer of
the loans securing the ODAS IV 2025-1 Securitization Notes. ODAS IV is the sole obligor of the ODAS IV 2025-1 Securitization
Notes, which are not obligations of, or guaranteed by, the Company or ODK. As of December 31, 2025, the carrying amount of the
ODAS IV 2025-1 Securitization Notes was $258.4 million, including unamortized issuance costs of $3.0 million. The ODAS IV 2025-
1 Securitization Notes were offered and sold to “qualified institutional buyers” pursuant to Rule 144A under the Securities Act and to
certain persons outside of the United States in compliance with Regulation S under the Securities Act.
ODAS IV 2024-2 Securitization Notes
On October 2, 2024, ODAS IV issued $261.4 million in initial principal amount of Series 2024-2 Fixed Rate Asset-Backed Notes (the
“ODAS IV 2024-2 Securitization Notes”) in a private securitization transaction. The ODAS IV 2024-2 Securitization Notes have a
legal final payment date in October 2031 and were issued in four classes with initial principal amounts and fixed interest rates per
annum as follows: Class A Notes of $141.7 million at 4.98%, Class B Notes of $56.9 million at 5.42%, Class C Notes of $40.2 million
at 7.03% and Class D Notes of $22.6 million at 9.49%. Collateral for the ODAS IV 2024-2 Securitization Notes consists of, among
other things, a revolving pool of small business loans originated or purchased by ODK.
The net proceeds of the ODAS IV 2024-2 Securitization Notes were used to purchase small business loans from ODK that were
pledged as collateral for the ODAS IV 2024-2 Securitization Notes and for other general corporate purposes. ODK is the servicer of
the loans securing the ODAS IV 2024-2 Securitization Notes. ODAS IV is the sole obligor of the ODAS IV 2024-2 Securitization
Notes, which are not obligations of, or guaranteed by, the Company or ODK. As of December 31, 2025 and 2024, the carrying amount
of the ODAS IV 2024-2 Securitization Notes was $259.2 million, including unamortized issuance costs of $2.2 million, and $257.9
million, including unamortized issuance costs of $3.4 million, respectively. The ODAS IV 2024-2 Securitization Notes were offered
and sold to “qualified institutional buyers” pursuant to Rule 144A under the Securities Act and to certain persons outside of the United
States in compliance with Regulation S under the Securities Act.
2025-A Securitization Notes
On May 30, 2025, NetCredit Combined Receivables A, LLC (“NCCRA”), a wholly-owned indirect subsidiary of the Company, issued
$163.9 million of Fixed Rate Asset-Backed Notes (the “2025-A Securitization Notes”) in a private securitization transaction. The
2025-A Securitization Notes have a legal final payment date in October 2031 and were issued in one class with a fixed interest rate of
7.29% per annum. The 2025-A Securitization Notes are backed by a pool of unsecured consumer installment loans. The 2025-A
Securitization Notes represent obligations of NCCRA only and are not guaranteed by the Company. The net proceeds of the offering
of the 2025-A Securitization Notes were used to acquire unsecured consumer installment loans from certain subsidiaries of the
Company, fund a reserve account and pay fees and expenses incurred in connection with the transaction. As of December 31, 2025,
the carrying amount of the 2025-A Securitization Notes was $92.1 million, including unamortized issuance costs of $1.2 million. The
2025-A Securitization Notes were offered and sold only to “qualified institutional buyers” pursuant to Rule 144A under the Securities
Act and to certain persons outside of the United States in compliance with Regulation S under the Securities Act.
ODAS IV 2024-1 Securitization Notes
On May 17, 2024, ODAS IV issued $399.6 million in initial principal amount of Series 2024-1 Fixed Rate Asset-Backed Notes (the
“ODAS IV 2024-1 Securitization Notes”) in a private securitization transaction. The ODAS IV 2024-1 Securitization Notes have a
legal final payment date in June 2031 and were issued in three classes with initial principal amounts and fixed interest rates per annum
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
as follows: Class A Notes of $260.1 million at 6.27%, Class B Notes of $82.2 million at 7.15%, and Class C Notes of $57.3 million at
8.99%. Collateral for the ODAS IV 2024-1 Securitization Notes consists of, among other things, a revolving pool of small business
loans originated or purchased by ODK. ODAS IV used the net proceeds of the private offering to purchase small business loans from
ODK that were pledged as collateral for the ODAS IV 2024-1 Securitization Notes and to fund a reserve account. ODK is the servicer
of the loans securing the ODAS IV 2024-1 Securitization Notes. ODAS IV is the sole obligor of the ODAS IV 2024-1 Securitization
Notes, which are not obligations of, or guaranteed by, the Company or ODK. The Company used the proceeds from the transaction for
general corporate purposes. As of December 31, 2025 and 2024, the carrying amount of the ODAS IV 2024-1 Securitization Notes
was $396.7 million, including unamortized issuance costs of $2.8 million, and $395.2 million, including an unamortized discount of
$0.1 million and unamortized issuance costs of $4.3 million, respectively. The ODAS IV 2024-1 Securitization Notes were offered
and sold to “qualified institutional buyers” pursuant to Rule 144A under the Securities Act and to certain persons outside of the United
States in compliance with Regulation S under the Securities Act.
2024-A Securitization Notes
On May 31, 2024, NetCredit Combined Receivables 2024, LLC (“NCCR 2024”), a wholly-owned indirect subsidiary of the Company,
issued $217.2 million of Fixed Rate Asset-Backed Notes (the “2024-A Securitization Notes”) in a private securitization transaction.
The 2024-A Securitization Notes have a legal final payment date in October 2030 and were issued in two classes with principal
amounts and fixed interest rates per annum as follows: Class A Notes of $172.5 million at 7.43% and Class B Notes of $44.6 million
at 8.31%. The 2024-A Securitization Notes are backed by a pool of unsecured consumer installment loans. The 2024-A Securitization
Notes represent obligations of NCCR 2024 only and are not guaranteed by the Company. The net proceeds of the offering of the 2024-
A Securitization Notes were used to acquire unsecured consumer installment loans from certain subsidiaries of the Company, fund a
reserve account and pay fees and expenses incurred in connection with the transaction. As of December 31, 2025 and 2024, the
carrying amount of the 2024-A Securitization Notes was $45.0 million, including unamortized issuance costs of $0.5 million, and
$122.1 million, including unamortized issuance costs of $1.4 million, respectively. The 2024-A Securitization Notes were offered and
sold only to “qualified institutional buyers” pursuant to Rule 144A under the Securities Act and to certain persons outside of the
United States in compliance with Regulation S under the Securities Act.
ODAS IV 2023-1 Securitization Notes
On July 27, 2023, ODAS IV issued $227.1 million in initial principal amount of Series 2023-1 Fixed Rate Asset-Backed Notes (the
“ODAS IV 2023-1 Securitization Notes”) in a private securitization transaction. The ODAS IV 2023-1 Securitization Notes have a
legal final payment date in August 2030 and were issued in three classes with initial principal amounts and fixed interest rates per
annum as follows: Class A Notes of $143.8 million at 7.00%, Class B Notes of $56.3 million at 8.25%, and Class C Notes of $27.0
million at 9.93%. Collateral for the ODAS IV 2023-1 Securitization Notes consists of, among other things, a revolving pool of small
business loans originated or purchased by ODK.
The net proceeds of the ODAS IV 2023-1 Securitization Notes were used to purchase small business loans from ODK that were
pledged as collateral for the ODAS IV 2023-1 Securitization Notes and to fund a reserve account. ODK is the servicer of the loans
securing the ODAS IV 2023-1 Securitization Notes. ODAS IV is the sole obligor of the ODAS IV 2023-1 Securitization Notes, which
are not obligations of, or guaranteed by, the Company or ODK. The Company used the proceeds from the transaction for general
corporate purposes. The ODAS IV 2023-1 Securitization Notes were offered and sold to “qualified institutional buyers” pursuant to
Rule 144A under the Securities Act and to certain persons outside of the United States in compliance with Regulation S under the
Securities Act. As of December 31, 2025 and 2024, the carrying amount of the ODAS IV 2023-1 Securitization Notes was $226.3
million, including an unamortized discount of $0.1 million and unamortized issuance costs of $0.7 million, and $225.2 million,
including an unamortized discount of $0.2 million and unamortized issuance costs of $1.7 million, respectively.
ODR 2021-1 Securitization Facility
On November 17, 2021, the Company and several of its subsidiaries entered into a receivables securitization (the “ODR 2021-1
Securitization Facility”) with the lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as administrative agent and
collateral agent, and Deutsche Bank Trust Company Americas, as paying agent. The ODR 2021-1 Securitization Facility finances
securitization receivables that have been and will be originated or acquired under the Company’s OnDeck brand by several of the
Company’s subsidiaries and that meet specified eligibility criteria. Under the ODR 2021-1 Securitization Facility, eligible
securitization receivables are sold to a wholly-owned subsidiary of the Company (the “ODR 2021-1 Debtor”) and serviced by another
subsidiary of the Company.
The ODR 2021-1 Debtor has issued revolving loan notes that are required to be secured by eligible securitization receivables. On
March 29, 2022, the ODR 2021-1 Securitization Facility was amended to, among other changes, increase the commitment amount of
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
the revolving loans from $150.0 million to $200.0 million. On November 18, 2022, the ODR 2021-1 Securitization Facility was
further amended to include a Class B revolving note with a maximum loan balance of $33.3 million, increasing the total commitment
amount from $200.0 million to $233.3 million. On November 15, 2023, the ODR 2021-1 Securitization Facility was amended to,
among other changes, extend the revolving period to November 2025 and the maturity date to November 2026. On November 24,
2025, the ODR 2021-1 Securitization Facility was amended to, among other changes, increase the total commitment amount from
$233.3 million to $246.7 million and extend the revolving period to November 2027 and the maturity date to November 2028. The
ODR 2021-1 Securitization Facility is non-recourse to the Company. As of December 31, 2025 and 2024, there was $202.9 million
and $233.3 million outstanding amount under the ODR 2021-1 Securitization Facility, respectively.
The ODR 2021-1 Securitization Facility is governed by a credit agreement, dated as of November 17, 2021, and amended on March
29, 2022, November 14, 2022, November 18, 2022, December 15, 2022, January 30, 2023, February 27, 2023, November 15, 2023,
March 20, 2025, November 14, 2025 and November 24, 2025, among the ODR 2021-1 Debtor, the administrative and collateral agent,
the lenders, and the paying agent. The ODR 2021-1 Securitization Facility Class A note bears interest at a rate per annum equal to a
benchmark rate (currently the lender’s asset-backed commercial paper rate) plus an applicable margin of 2.00%. The ODR 2021-1
Securitization Facility Class B note bears interest at a rate per annum equal to a benchmark rate (currently Secured Overnight
Financing Rate (“SOFR”)) plus an applicable margin of 6.00%. Interest payments on the ODR 2021-1 Securitization Facility are made
monthly.
All amounts due under the ODR 2021-1 Securitization Facility are secured by all of the ODR 2021-1 Debtor’s assets, which include
the eligible securitization receivables transferred to the ODR 2021-1 Debtor, related rights under the eligible securitization
receivables, a bank account and certain other related collateral. The Company has issued a limited indemnity to the lenders for certain
“bad acts,” and the Company has agreed for the benefit of the lenders to meet certain ongoing financial performance covenants.
The ODR 2021-1 Securitization Facility documents contain customary provisions for securitizations, including representations and
warranties as to the eligibility of the eligible securitization receivables and other matters; indemnification for specified losses not
including losses due to the inability of customers to repay their loans or lines of credit; covenants regarding special purpose entity
matters; and default and termination provisions which provide for the acceleration of the ODR 2021-1 Securitization Facility in
circumstances including, but not limited to, failure to make payments when due, certain insolvency events, breaches of
representations, warranties or covenants, failure to maintain the security interest in the eligible securitization receivables, and defaults
under other material indebtedness of the ODR 2021-1 Debtor.
NCR 2022 Securitization Facility
On October 21, 2022, the Company and several of its subsidiaries entered into a receivables funding agreement (the “NCR 2022
Securitization Facility”) with Jefferies Funding LLC, as the initial note purchaser and administrative agent (the “NCR 2022
Administrative Agent”). The NCR 2022 Securitization Facility collateralizes certain receivables that have been and will be originated
or acquired under the Company’s NetCredit brand by several of its subsidiaries and that meet specified eligibility criteria in exchange
for a note payable. Under the NCR 2022 Securitization Facility, receivables are sold to a wholly-owned subsidiary of the Company
(the “NCR 2022 Debtor”) and serviced by another subsidiary of the Company.
The NCR 2022 Debtor has issued notes with an initial maximum principal balance of $125.0 million, which were required to be
secured by 1.25 times the drawn amount in eligible receivables. On October 15, 2024, the NCR 2022 Securitization Facility was
amended to, among other changes, extend the revolving period end and final maturity date to October 2026 and October 2028,
respectively, increase the revolving commitment from $125.0 million to $200.0 million, decrease the borrowing rate from SOFR +
4.75% to SOFR + 4.25% and increase the advance rate from 80% to 85%. The NCR 2022 Securitization Facility is non-recourse to the
Company. As of December 31, 2025 and 2024, the total outstanding amount of the NCR 2022 Securitization Facility was $175.2
million and $119.0 million, respectively.
The NCR 2022 Securitization Facility is governed by a note issuance and purchase agreement, dated as of October 21, 2022, among
the NCR 2022 Administrative Agent, the NCR 2022 Debtor, Citibank, N.A., as collateral agent and paying agent, and the other note
purchasers from time to time party thereto. Interest payments on the NCR 2022 Securitization Facility are made monthly. The NCR
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2022 Debtor is permitted to prepay the NCR 2022 Securitization Facility, subject to certain fees and conditions. In the event of
prepayment for the purposes of securitizations, no fees shall apply.
All amounts due under the NCR 2022 Securitization Facility are secured by all of the NCR 2022 Debtor’s assets, which include the
receivables transferred to the NCR 2022 Debtor, related rights under the receivables, a bank account and certain other related
collateral.
The NCR 2022 Securitization Facility documents contain customary provisions for securitizations, including: representations and
warranties as to the eligibility of the receivables and other matters; indemnification for specified losses not including losses due to the
inability of consumers to repay their loans; covenants regarding special purpose entity matters; and default and termination provisions
which provide for the acceleration of the NCR 2022 Securitization Facility in circumstances including, but not limited to, failure to
make payments when due, servicer defaults, certain insolvency events, breaches of representations, warranties or covenants, failure to
maintain the security interest in the receivables and defaults under other material indebtedness of the NCR 2022 Debtor.
NetCredit LOC Receivables 2025 Securitization Facility
On July 17, 2025, NetCredit LOC Receivables 2025, LLC (“NCLOCR 2025”), a wholly-owned indirect subsidiary of the Company,
entered into a receivables securitization (the “NCLOCR 2025 Securitization Facility”) with Banc of California, as administrative
agent, and the lenders party thereto from time to time. The NCLOCR 2025 Securitization Facility collateralizes certain receivables
that have been and will be originated under the Company’s NetCredit brand by several of its subsidiaries and that meet specified
criteria.
The NCLOCR 2025 Securitization Facility has two classes of loans with a total revolving commitment of $150.0 million, which are
required to be secured by eligible securitization receivables. The NCLOCR 2025 Securitization Facility is non-recourse to the
Company. The facility has a revolving period that ends in July 2027 and a final maturity ending in July 2028. As of December 31,
2025, the total outstanding amount of the NCLOCR 2025 Securitization Facility was $90.0 million.
The NCLOCR 2025 Securitization Facility is governed by a loan and security agreement, dated as of July 17, 2025, among NCLOCR
2025, the administrative agent and the lenders. The Class A revolving loans have a commitment amount of $125.0 million and accrue
interest at a rate per annum equal to SOFR plus 3.50% with an advance rate of 75%. The Class B revolving loans have a commitment
amount of $25.0 million and accrue interest at a rate per annum equal to SOFR plus 8.00% with an advance rate of 90%. Interest
payments on the NCLOCR 2025 Securitization Facility are made monthly.
NCLOCR 2024 Securitization Facility
On February 21, 2024, NetCredit LOC Receivables 2024, LLC (“NCLOCR 2024”), a wholly-owned indirect subsidiary of the
Company, entered into a receivables securitization (the “NCLOCR 2024 Securitization Facility”) with lenders party thereto from time
to time, Midtown Madison Management, LLC, as administrative agent, and Citibank, N.A., as collateral trustee and paying agent. The
NCLOCR 2024 Securitization Facility collateralizes certain receivables that have been and will be originated under the Company’s
NetCredit brand by several of its subsidiaries and that meet specified criteria in exchange for a note payable.
The NCLOCR 2024 Securitization Facility has a revolving commitment of $150.0 million, which is required to be secured by eligible
securitization receivables. The NCLOCR 2024 Securitization Facility is non-recourse to the Company. The facility has a revolving
period that ends in February 2027 and a final maturity ending in February 2028. As of December 31, 2025 and 2024, the total
outstanding amount of the NCLOCR 2024 Securitization Facility was $90.0 million and $99.0 million, respectively.
The NCLOCR 2024 Securitization Facility is governed by a note issuance and purchase agreement, dated as of February 21, 2024,
among NCLOCR 2024, the administrative agent, the lenders, and the collateral trustee and paying agent. The revolving loans accrue
interest at a rate per annum equal to SOFR plus 5.50% with an advance rate of 85%. Interest payments on the NCLOCR 2024
Securitization Facility are made monthly.
2023-A Securitization Notes
On March 3, 2023, the Company issued $170.0 million in aggregate principal notes (the “2023-A Securitization Notes”) through an
indirect subsidiary, NetCredit Combined Receivables 2023, LLC (“NCCR 2023”). The 2023-A Securitization Notes were sold at a
discount of the principal amount to yield 9.00% to maturity in December 2027 (equivalent to 3.975% spread above interpolated U.S.
Treasuries). The 2023-A Securitization Notes represent obligations of NCCR 2023 only and are not guaranteed by the Company. The
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
net proceeds from issuance of the 2023-A Securitization Notes were used to acquire consumer loans from certain of the Company’s
wholly-owned subsidiaries. The acquired loans were pledged as collateral for 2023-A Securitization Notes and are serviced by another
subsidiary of the Company. As of December 31, 2025 and 2024, the carrying amount of the 2023-A Securitization Notes was $9.2
million and $31.7 million, including an unamortized discount of $0.2 million and unamortized issuance costs of $0.3 million,
respectively. The 2023-A Securitization Notes were offered and sold only to “qualified institutional buyers” pursuant to Rule 144A
under the Securities Act and to certain persons outside of the United States in compliance with Regulation S under the Securities Act.
RAOD Securitization Facility
Assumed in the OnDeck acquisition, the loan securitization facility (“RAOD Securitization Facility”) for Receivable Assets of
OnDeck, LLC (“RAOD”), a wholly-owned indirect subsidiary of the Company, collateralizes certain eligible installment loans
originated or purchased by ODK or certain other subsidiaries. The RAOD Securitization Facility was amended on December 24, 2020,
which, amongst other changes, extended the revolving period from December 2020 to December 2022, extended the maturity date
from September 2021 to December 2023, revised the advance rate to 76% and changed the borrowing rate from LIBOR plus 1.65% to
LIBOR plus 2.5%. On July 16, 2021, the RAOD Securitization Facility was further amended to increase the total commitment from
$100.0 million to $177.6 million by increasing the Class A note commitment to $150.0 million and adding a Class B note with a
commitment of $27.6 million. The borrowing rate on the Class A note was lowered from LIBOR plus 2.5% to LIBOR plus 1.75% and
the borrowing rate on the Class B note was LIBOR plus 6.5% and the advance rate for the Class A notes remained 76% and the Class
B notes advance rate was 90%. The scope of acceptable collateral was also expanded to include line of credit products from OnDeck
in addition to installment loans. On March 18, 2022, the RAOD Securitization Facility was amended to, among other changes,
increase the Class A commitment amount to $200.0 million and the Class B commitment to $36.8 million. On November 18, 2022, the
RAOD Securitization Facility was amended to, among other changes, extend the revolving period to November 2024, extend the
maturity date to November 2025, change the Class A borrowing rate from LIBOR plus 1.75% to SOFR plus 1.90% and the Class B
borrowing rate from LIBOR plus 6.5% to SOFR plus 8.00%, and decrease the Class B commitment from $36.8 million to $30.3
million and the Class B advance rate from 90% to 87.5%. On November 18, 2024, the RAOD Securitization Facility was amended to
extend the revolving period to November 2026, extend the maturity date to November 2027, change the Class A borrowing rate from
SOFR plus 1.90% to SOFR plus 1.85% and the Class B borrowing rate from SOFR plus 8.00% to SOFR plus 7.60%, and increase the
Class B commitment from $30.3 million to $36.8 million and the Class B advance rate from 87.5% to 90%. The Class A commitment
amount and advance rate remained the same at $200.0 million and 76%, respectively. As of December 31, 2025 and 2024, the carrying
amount of the RAOD Securitization Facility was $236.8 million and $192.0 million, respectively.
HWCR 2023 Securitization Facility
On May 25, 2023, the Company and several of its subsidiaries entered into a receivables securitization (the “HWCR 2023
Securitization Facility”) with lenders party thereto from time to time, BNP Paribas, as administrative agent and collateral agent, and
Deutsche Bank Trust Company Americas, as paying agent. The HWCR 2023 Securitization Facility finances securitization
receivables that have been and will be originated under the Company’s Headway Capital brand by a wholly-owned subsidiary and that
meet specified eligibility criteria. Under the HWCR 2023 Securitization Facility, eligible securitization receivables are sold to a
wholly-owned subsidiary of the Company (the “HWCR 2023 Debtor”) and serviced by another subsidiary of the Company.
The HWCR 2023 Securitization Facility initially had Class A and Class B revolving commitments of $215.0 million and $72.2
million, respectively, which are required to be secured by eligible securitization receivables. On September 18, 2024, the HWCR 2022
Securitization Facility was amended to, among other changes, extend the revolving period end and final maturity date to September
2026 and September 2027, respectively, increase the Class A revolving commitment from $215.0 million to $365.0 million, the Class
B revolving commitment from $72.2 million to $122.6 million and the total facility commitment from $287.2 million to $487.6
million. There were no changes to the borrowing rate or advance rate on the Class A and Class B loans. The HWCR 2023
Securitization Facility is non-recourse to the Company. As of December 31, 2025 and 2024, the total outstanding amount of the
HWCR 2023 Securitization Facility was $473.2 million and $331.2 million, respectively.
The HWCR 2023 Securitization Facility is governed by a credit agreement, dated as of May 25, 2023, among the HWCR 2023
Debtor, the administrative and collateral agent, the lenders, and the paying agent. The Class A revolving loans accrue interest at a rate
per annum equal to the Commercial Paper rate plus 2.7% with an advance rate of 65.5%. The Class B revolving loans accrue interest
at a rate per annum equal to SOFR plus 8.50% with an advance rate of 87.5%. Interest payments on the HWCR 2023 Securitization
Facility are made monthly.
All amounts due under the HWCR 2023 Securitization Facility are secured by all of the HWCR 2023 Debtor’s assets, which include
the eligible securitization receivables transferred to the HWCR 2023 Debtor, related rights under the eligible securitization
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
receivables, a bank account and certain other related collateral. The Company has issued a limited indemnity to the lenders for certain
“bad acts,” and the Company has agreed for the benefit of the lenders to meet certain ongoing financial performance covenants.
The HWCR 2023 Securitization Facility documents contain customary provisions for securitizations, including representations and
warranties as to the eligibility of the eligible securitization receivables and other matters; indemnification for specified losses not
including losses due to the inability of customers to repay their loans or lines of credit; covenants regarding special purpose entity
matters; and default and termination provisions which provide for the acceleration of the HWCR 2023 Securitization Facility in
circumstances including, but not limited to, failure to make payments when due, certain insolvency events, breaches of
representations, warranties or covenants, failure to maintain the security interest in the eligible securitization receivables, and defaults
under other material indebtedness of the HWCR 2023 Debtor.
ODR 2022-1 Securitization Facility
On June 30, 2022, the Company and several of its subsidiaries entered into a receivables securitization (the “ODR 2022-1
Securitization Facility”) with lenders party thereto from time to time, BMO Capital Markets Corp. as administrative agent and
collateral agent, and Deutsche Bank Trust Company Americas, as paying agent. The ODR 2022-1 Securitization Facility finances
securitization receivables that have been and will be originated or acquired under the Company’s OnDeck brand by a wholly-owned
subsidiary and that meet specified eligibility criteria. Under the ODR 2022-1 Securitization Facility, eligible securitization receivables
are sold to a wholly-owned subsidiary of the Company (the “ODR 2022-1 Debtor”) and serviced by another subsidiary of the
Company.
The ODR 2022-1 Securitization Facility initially had Class A and Class B revolving commitments of $350.0 million and $70.0
million, respectively, which are required to be secured by eligible securitization receivables. On June 27, 2024, the ODR 2022-1
Securitization Facility was amended to, among other changes, extend the revolving period end and final maturity date to June 2026
and June 2027, respectively, decrease the Class A revolving commitment from $350.0 million to $338.0 million, and increase the
Class B revolving commitment from $70.0 million to $82.0 million. The total facility commitment remained the same at $420.0
million. The ODR 2022-1 Securitization Facility is non-recourse to the Company. As of December 31, 2025 and 2024, the total
outstanding amount of the ODR 2022-1 Securitization Facility was $202.3 million and $188.3 million, respectively.
The ODR 2022-1 Securitization Facility is governed by a credit agreement, dated as of June 30, 2022, among the ODR 2022-1 Debtor,
the administrative and collateral agent, the lenders, and the paying agent. The Class A revolving loans accrue interest at a rate per
annum equal to BMO’s prime rate plus 2.60% with an advance rate of 72.5%. The Class B revolving loans accrue interest at a rate per
annum equal to SOFR plus 7.50% with an advance rate of 90%. Interest payments on the ODR 2022-1 Securitization Facility are
made monthly.
All amounts due under the ODR 2022-1 Securitization Facility are secured by all of the ODR 2022-1 Debtor’s assets, which include
the eligible securitization receivables transferred to the ODR 2022-1 Debtor, related rights under the eligible securitization
receivables, a bank account and certain other related collateral. The Company has issued a limited indemnity to the lenders for certain
“bad acts,” and the Company has agreed for the benefit of the lenders to meet certain ongoing financial performance covenants.
The ODR 2022-1 Securitization Facility documents contain customary provisions for securitizations, including representations and
warranties as to the eligibility of the eligible securitization receivables and other matters; indemnification for specified losses not
including losses due to the inability of customers to repay their loans or lines of credit; covenants regarding special purpose entity
matters; and default and termination provisions which provide for the acceleration of the ODR 2022-1 Securitization Facility in
circumstances including, but not limited to, failure to make payments when due, certain insolvency events, breaches of
representations, warranties or covenants, failure to maintain the security interest in the eligible securitization receivables, and defaults
under other material indebtedness of the ODR 2022-1 Debtor.
2018̻1 Securitization Facility
On July 23, 2018, the Company and several of its subsidiaries entered into a receivables funding agreement (the “2018̻1
Securitization Facility”) with Pacific Western Bank, as lender (the “2018̻1 Lender”). The 2018̻1 Securitization Facility
collateralized securitization receivables that had been originated or acquired under the Company’s NetCredit brand by several of its
subsidiaries and that met specified eligibility criteria in exchange for a revolving note. Under the 2018̻1 Securitization Facility,
securitization receivables were sold to a wholly-owned subsidiary of the Company (the “2018̻1 Debtor”) and serviced by another
subsidiary of the Company.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The 2018̻1 Debtor issued a revolving note with an initial maximum principal balance of $150.0 million, which was required to be
secured by 1.25 times the drawn amount in eligible securitization receivables. On September 15, 2021, the 2018-1 Securitization
Facility was amended to increase the advance rate 90% and to reopen and extend the revolving period to September 15, 2024 and the
final maturity date to September 15, 2026. The amendment also increased the eligibility criteria around acceptable collateral and
increased flexibility around certain financial covenants. On March 24, 2022, the 2018-1 Securitization Facility was amended to,
among other changes, increase the commitment amount of the revolving loans from $150.0 million to $200.0 million and extend the
maturity date from September 15, 2026 to March 24, 2027. On May 22, 2024, the 2018-1 Securitization Facility was amended to
change the maturity date from March 24, 2027 to March 24, 2026. On May 30, 2025, the remaining outstanding balance on this
facility was paid in full and the facility was terminated. As of December 31, 2024, the outstanding amount of the 2018-1 Securitization
Facility was $32.2 million.
The 2018̻1 Securitization Facility was governed by a loan and security agreement, dated as of July 23, 2018, and amended on
September 15, 2021, March 24, 2022, July 28, 2022, December 31, 2022 and May 22, 2024, between the 2018̻1 Lender and the
2018̻1 Debtor. The 2018-1 Securitization Facility bore interest at a rate per annum equal to SOFR plus an applicable margin, which
rate per annum was 4.25%. In addition, the 2018̻1 Debtor paid certain customary upfront closing fees to the 2018̻1 Lender. Interest
payments on the 2018̻1 Securitization Facility were made monthly.
Corporate Debt
Revolving Credit Facility
On June 23, 2022, the Company and certain of its subsidiaries entered into an amended and restated secured revolving credit
agreement with Bank of Montreal, as administrative agent and collateral agent, the lenders from time to time party thereto, and BMO
Capital Markets, Axos Bank, and Synovus Bank, as the joint lead arrangers and joint lead bookrunners (as amended, the “Credit
Agreement”). The Credit Agreement amended and restated the existing credit agreement, dated as of June 30, 2017, by and among the
Company, certain of its subsidiaries, the lenders from time to time party thereto, and TBK Bank, SSB, as administrative agent, in its
entirety. On October 19, 2023, the Company and certain of its subsidiaries entered into the First Amendment to Amended and
Restated Credit Agreement (the “First Amendment”). Prior to the First Amendment, the Credit Agreement provided for a secured,
asset-backed revolving credit facility in an aggregate principal amount of up to $440.0 million, with a $20.0 million letter of credit
sublimit and a $10.0 million swingline loan sublimit. The First Amendment increased the total commitment amount to $515.0 million
with no change to the interest rate or maturity date. On September 11, 2024, the Company and certain of its subsidiaries entered into
the Second Amendment to Amended and Restated Credit Agreement (the “Second Amendment”). The Second Amendment increased
the total commitment amount to $665.0 million with no change to the interest rate or maturity date. On August 28, 2025, the Company
and certain of its subsidiaries entered into the Third Amendment to Amended and Restated Credit Agreement (the “Third
Amendment”). The Third Amendment increased the total commitment amount to $825.0 million, extended the maturity date and
reduced the interest rate. The proceeds of the loans under the Credit Agreement may be used for working capital and other general
business purposes. The Company had outstanding borrowings as of December 31, 2025 and 2024 of $596.0 million and $453.0
million, respectively, under the Credit Agreement.
The loans bear interest, at the Company’s option, at the base rate plus 0.50% or 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 loans
mature on August 28, 2029. The Company had outstanding letters of credit under the Credit Agreement of $0.4 million and $0.7
million as of December 31, 2025 and 2024, respectively.
The Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict the Company
and its subsidiaries’ ability to, among other things, incur indebtedness, grant liens, merge or consolidate, dispose of assets, make
investments, enter into certain transactions with affiliates, make restricted payments, and enter into restrictive agreements, in each case
subject to customary exceptions for a credit facility of this size and type. The Credit Agreement also includes financial maintenance
covenants, which require the Company to maintain compliance with a minimum fixed charge coverage ratio and a maximum
consolidated leverage ratio, each determined in accordance with the terms of the Credit Agreement.
9.125% Senior Notes Due 2029
On August 12, 2024, the Company issued and sold $500.0 million in aggregate principal amount of 9.125% senior notes due 2029 (the
“2029 Senior Notes”). The 2029 Senior Notes were sold to qualified institutional buyers in accordance with Rule 144A under the
Securities Act and outside the United States pursuant to Regulation S under the Securities Act. The 2029 Senior Notes bear interest at
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ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
a rate of 9.125% annually on the principal amount payable semi-annually in arrears on February 1 and August 1 of each year,
beginning on February 1, 2025. The 2029 Senior Notes were sold at a price of 100.000% with a maturity date of August 1, 2029. The
2029 Senior Notes are unsecured debt obligations of the Company and are unconditionally guaranteed by certain of its domestic
subsidiaries.
The 2029 Senior Notes are redeemable at the Company’s option, in whole or in part, (i) at any time prior to August 1, 2026 at 100% of
the aggregate principal amount of 2029 Senior Notes redeemed plus the applicable “make whole” premium specified in the indenture
that governs the Company’s 2029 Senior Notes (the “2029 Senior Notes Indenture”), plus accrued and unpaid interest, if any, to the
redemption date and (ii) at any time on or after August 1, 2026 at the premium, if any, specified in the 2029 Senior Notes Indenture
that will decrease over time, plus accrued and unpaid interest, if any, to the redemption date. In addition, prior to August 1, 2026, at its
option, the Company may redeem up to 40% of the aggregate principal amount of the 2029 Senior Notes at a redemption price of
109.125% of the aggregate principal amount of 2029 Senior Notes redeemed, plus accrued and unpaid interest, if any, to the
redemption date, with the proceeds of certain equity offerings as described in the 2029 Senior Notes Indenture.
The 2029 Senior Notes and the related guarantees have not been and will not be registered under the Securities Act, or the securities
laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable
exemption from the registration requirements of the Securities Act and applicable state securities or blue sky laws and foreign
securities laws.
The Company used the net proceeds of the 2029 Senior Notes offering to extinguish the remaining outstanding balances on the 2025
Senior Notes, to pay related expenses related to the offering and extinguishment, to repay a portion of the outstanding indebtedness
under the Company’s revolving credit facility, and for general corporate purposes.
As of December 31, 2025 and 2024, the carrying amount of the 2029 Senior Notes was $493.7 million, which included unamortized
issuance costs of $6.3 million, and $491.9 million, which included unamortized issuance costs of $8.0 million, respectively. The
issuance costs are being amortized to interest expense over a period of five years, through the maturity date of August 1, 2029.
11.25% Senior Unsecured Notes Due 2028
On December 6, 2023, the Company issued and sold $400.0 million in aggregate principal amount of 11.25% senior notes due 2028
(the “2028 Senior Notes”). The 2028 Senior Notes were sold to qualified institutional buyers in accordance with Rule 144A under the
Securities Act and outside the United States pursuant to Regulation S under the Securities Act. The 2028 Senior Notes bear interest at
a rate of 11.25% annually on the principal amount payable semi-annually in arrears on June 15 and December 15 of each year,
beginning on June 15, 2024. The 2028 Senior Notes were sold at a price of 99.058% with a maturity date of December 15, 2028. The
2028 Senior Notes are unsecured debt obligations of the Company and are unconditionally guaranteed by certain of its domestic
subsidiaries.
The 2028 Senior Notes are redeemable at the Company’s option, in whole or in part, (i) at any time prior to December 15, 2025 at
100% of the aggregate principal amount of 2028 Senior Notes redeemed plus the applicable “make whole” premium specified in the
indenture that governs the Company’s 2028 Senior Notes (the “2028 Senior Notes Indenture”), plus accrued and unpaid interest, if
any, to the redemption date and (ii) at any time on or after December 15, 2025 at the premium, if any, specified in the 2028 Senior
Notes Indenture that will decrease over time, plus accrued and unpaid interest, if any, to the redemption date. In addition, prior to
December 15, 2025, at its option, the Company may redeem up to 40% of the aggregate principal amount of the 2028 Senior Notes at
a redemption price of 111.25% of the aggregate principal amount of 2028 Senior Notes redeemed, plus accrued and unpaid interest, if
any, to the redemption date, with the proceeds of certain equity offerings as described in the 2028 Senior Notes Indenture.
The 2028 Senior Notes and the related guarantees have not been and will not be registered under the Securities Act, or the securities
laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable
exemption from the registration requirements of the Securities Act and applicable state securities or blue sky laws and foreign
securities laws.
The Company used a portion of the net proceeds of the 2028 Senior Notes offering to retire existing indebtedness, and to pay the
related accrued interest, premiums, fees and expenses associated therewith. The remaining amount was used for general corporate
purposes.
As of December 31, 2025 and 2024, the carrying amount of the 2028 Senior Notes was $393.6 million, which included an
unamortized discount of $2.2 million and unamortized issuance costs of $4.2 million, and $391.4 million, which included an
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ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
unamortized discount of $3.0 million and unamortized issuance costs of $5.6 million, respectively. The discount and issuance costs are
being amortized to interest expense over a period of five years, through the maturity date of December 15, 2028.
As of December 31, 2025, required principal payments under the terms of the long-term debt for each of the five years after December
31, 2025 are as follows (in thousands):
Year Amount
2026 ............................................................................................................... $ —
2027 ............................................................................................................... —
2028 ............................................................................................................... 400,000
2029 ............................................................................................................... 1,096,000
2030 ............................................................................................................... —
Thereafter....................................................................................................... —
Securitization(1) .............................................................................................. 3,029,392
Total ............................................................................................................... $ 4,525,392
(1) The ODR 2022-1 Securitization Facility matures in June 2027, the HWCR 2023 Securitization Facility matures in September
2027, the RAOD Securitization Facility matures in November 2027, the 2023-A Securitization Notes mature in December 2027,
the NCLOCR 2024 Securitization Facility matures in February 2028, the NCLOCR 2025 Securitization Facility matures in July
2028, the NCR 2022 Securitization Facility matures in October 2028, the ODR 2021-1 Securitization Facility matures in
November 2028, the ODAS IV 2023-1 Securitization Notes mature in August 2030, the 2024-A Securitization Notes mature in
October 2030, the ODAS IV 2024-1 Securitization Notes mature in June 2031, the 2025-A Securitization Notes mature in October
2031, the ODAS IV 2024-2 Securitization Notes mature in October 2031, the ODAS IV 2025-1 Securitization Notes mature in
April 2032 and the ODAS IV 2025-2 Securitization Notes mature in November 2032.
10. Income Taxes
The components of the Company’s deferred tax assets and liabilities as of December 31, 2025 and 2024 were as follows (in
thousands):
As of December 31,
2025 2024
Deferred tax assets:
Compensation and benefits.................................................................. $ 9,649 $ 6,858
Translation adjustments....................................................................... 3,605 4,940
Lease liability ...................................................................................... 7,567 7,532
Foreign net operating loss carryforward.............................................. 15,464 8,200
U.S. net operating loss carryforward ................................................... 8,533 10,539
Capitalized intangible costs ................................................................. 14,860 28,938
Capital loss carryforward .................................................................... 4,573 5,136
Other .................................................................................................... 3,726 5,481
Total deferred tax assets .................................................................. 67,977 77,624
Deferred tax liabilities:
Amortizable intangible assets.............................................................. 61,101 61,418
Loans and finance receivables, net ...................................................... 237,328 186,224
Property and equipment....................................................................... 30,478 26,606
Operating lease right-of-use asset ....................................................... 3,931 4,285
Other .................................................................................................... 3,052 2,203
Total deferred tax liabilities............................................................. 335,890 280,736
Net deferred tax liabilities before valuation allowance ............... (267,913) (203,112)
Valuation allowance ................................................................................ (27,524) (20,478)
Net deferred tax liabilities ....................................................................... $ (295,437) $ (223,590)
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ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The components of the provision for income taxes and the income to which it relates for the years ended December 31, 2025, 2024
and 2023 were as follows (in thousands):
Year Ended December 31,
2025 2024 2023
Income before income taxes:
Domestic.......................................................................................... $ 400,754 $ 270,682 $ 226,638
International..................................................................................... 280 419 609
Income before income taxes ................................................................ $ 401,034 $ 271,101 $ 227,247
Current provision:
Federal ............................................................................................. $ 25,947 $ (42,149) $ 38,260
International..................................................................................... (265) 98 518
State and local ................................................................................. (3,538) (9,019) 4,792
Total current provision ........................................................................ $ 22,144 $ (51,070) $ 43,570
Deferred provision:
Federal ............................................................................................. $ 56,871 $ 96,736 $ 7,483
State and local ................................................................................. 13,630 15,987 1,073
Total deferred provision ...................................................................... $ 70,501 $ 112,723 $ 8,556
Total provision for income taxes......................................................... $ 92,645 $ 61,653 $ 52,126
Included within both the current and deferred federal provision components for the year ended December 31, 2024 was a decrease in
the unrecognized tax benefits reserve, which results in a current federal and state income tax benefit with an equal and offsetting
deferred federal and state income tax expense, due to the temporary nature of the unrecognized tax benefits.
The effective tax rate on income differed from the federal statutory rate of 21% for the years ended December 31, 2025, 2024 and
2023, for the following reasons (dollars in thousands):
Year Ended December 31,
2025 2024 2023
Tax provision computed at the federal statutory income tax
rate ........................................................................................ $ 84,217 21.0% $ 56,931 21.0% $ 47,722 21.0%
State and local income taxes, net of federal tax benefits(1)... 7,192 1.8% 7,249 2.7% 3,815 1.7%
Nontaxable or nondeductible items:
Nondeductible regulatory settlement................................ — 0.0% — 0.0% 3,150 1.4%
Other ................................................................................. (512) -0.1% 1,021 0.4% 69 0.0%
Tax credits:
Research and development credit ..................................... (1,317) -0.3% (1,896) -0.7% (2,655) -1.2%
Changes in valuation allowance ........................................... (516) -0.1% 841 0.3% — 0.0%
Changes in unrecognized tax benefits .................................. 3,905 1.0% (2,523) -0.9% (130) -0.1%
Effect of changes in tax laws or rates enacted in current
period .................................................................................... — 0.0% — 0.0% — 0.0%
Foreign tax effects ................................................................ (324) -0.1% 30 0.0% 155 0.1%
Total provision.................................................................. $ 92,645 23.1% $ 61,653 22.7% $ 52,126 22.9%
(1) The states that contributed to the majority (greater than 50%) of the tax effect in this category include California, New Jersey,
New York, Tennessee, and Wisconsin.
The Company had gross federal net operating loss carryforwards of $11.2 million as of December 31, 2025, mainly attributable to the
Company’s 2020 acquisitions. The Company has recorded a valuation allowance related to the federal net operating loss
carryforwards as they are not more likely than not to be utilized as the losses will be limited to the Section 382 ownership changes.
The Company had a tax-effected valuation allowance of $0.7 million as of December 31, 2025 established against the net operating
losses that will expire prior to their utilization.
The Company had gross state net operating loss carryforwards of $293.4 million, $277.4 million and $178.6 million as of
December 31, 2025, 2024 and 2023, respectively, that, if unused, will expire between calendar years 2026 and 2046. The 2025 gross
state net operating loss carryforwards include losses incurred in states that quantify net operating losses before the application of
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ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
apportionment factors, and their inclusion inflates the total amount of state net operating loss carryforwards when compared to a
population of states that quantify net operating losses after the application of apportionment factors. The Company had recorded a tax-
effected valuation allowance of $9.9 million as of December 31, 2025, primarily related to Louisiana state net operating loss
carryforward deferred tax assets as they are not more likely than not to be utilized based on the calculation of income tax in the state
of Louisiana. The state excludes interest income from its tax base and the Company does not anticipate generating a sufficient amount
of non-interest income to enable the utilization of net operating losses.
The Company had gross foreign net operating loss carryforwards from Brazilian operations of $73.6 million, $39.0 million and $29.5
million as of December 31, 2025, 2024 and 2023, respectively. These net operating loss carryforwards are subject to annual
limitations and have an unlimited carryforward period. The Company has recorded a full valuation allowance related to the Brazilian
net operating loss carryforwards, as they are not more likely than not to be utilized. We currently have insignificant accumulated
earnings in foreign jurisdictions. We intend to indefinitely reinvest these earnings and expect future U.S. cash generation to be
sufficient to meet future U.S. cash needs.
The Company had gross federal capital loss carryforwards of $19.0 million as of December 31, 2025, mainly attributable to the
Company’s write-down of its investment in Linear in 2024. Capital losses can be carried back three years and carried forward five
years. The Company has recorded a valuation allowance related to the capital loss that will not be utilized against capital gains within
the three-year carryback window. The Company continued to maintain a tax-effected valuation allowance of $1.3 million as of
December 31, 2025 against the capital loss carryforwards that are not more likely than not to be utilized prior to their expiration as the
Company cannot project future capital gains.
The following table summarizes the valuation allowance activity for the years ended December 31, 2025, 2024 and 2023 (in
thousands):
Year Ended December 31,
2025 2024 2023
Balance at beginning of period............................................................ $ 20,478 $ 16,035 $ 11,088
Additions ......................................................................................... 7,046 4,443 4,963
Deductions....................................................................................... — — (16)
Balance at end of period...................................................................... $ 27,524 $ 20,478 $ 16,035
A reconciliation of the activity related to unrecognized tax benefits follows for the years ended December 31, 2025, 2024 and 2023 (in
thousands):
Year Ended December 31,
2025 2024 2023
Balance at beginning of period............................................................ $ 99,277 $ 173,707 $ 83,833
Additions based on tax positions related to the current year........... 115,930 97,348 169,811
Additions for tax positions of prior years........................................ — 59 244
Reductions for tax positions of prior years ..................................... (96,885) (169,345) (76,100)
Reductions due to lapsed statute of limitations ............................... (282) (2,367) (4,081)
Reductions due to settlement with taxing authorities...................... (81) (125) —
Balance at end of period ...................................................................... $ 117,959 $ 99,277 $ 173,707
Included in the balances of unrecognized tax benefits at December 31, 2025, 2024 and 2023 were potential benefits of $11.4 million,
$7.2 million and $9.9 million, respectively, that, if recognized, would favorably affect the effective tax rate in the period of
recognition. The balance of unrecognized tax benefits for temporary items as of December 31, 2025, 2024 and 2023 was $91.8
million, $75.6 million and $125.9 million, respectively. The Company recognizes interest and penalties, if any, related to
unrecognized tax benefits in income tax expense. The liability for unrecognized tax benefits as of December 31, 2025 and 2024
included $8.5 million and $4.9 million, respectively, for accrued interest and penalties related to unrecognized tax benefits. Within the
tabular rollforward, the additions and reductions based on tax positions related to the current year, primarily relate to a temporary
uncertainty that is expected to reverse in the immediately following tax period. The table includes the net increase or decrease
associated with this position. The balance of unrecognized tax benefits includes amounts classified as an increase in income taxes
payable or the reduction of a deferred tax asset. In 2024, the Company decreased the balance of the unrecognized tax benefits reserve
due to management’s evaluation and remeasurement of its settlement position related to the timing of recognition of income and losses
related to the Company's loan and finance receivable portfolio.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Company believes it is reasonably possible that, within the next twelve months, unrecognized domestic tax benefits will change
by a significant amount up to and including the full amount of the reserve. The Company’s principal uncertainties are related to the
timing of recognition of income and losses related to its loan and finance receivable portfolio. Depending upon the outcome of any
future agreements or settlements with relevant taxing authorities, the amount of the uncertainty, including amounts that would be
recognized as a component of the effective tax rate, could change significantly. While the total amount of uncertainty to be resolved is
not clear, it is reasonably possible that the uncertainties pertaining to the tax positions will be resolved in the next twelve months.
The Company’s U.S. tax returns are subject to examination by federal and state taxing authorities. The statute of limitations related to
the Company’s consolidated Federal income tax returns is closed for all tax years up to and including 2021. The years open to
examination by state, local and foreign government authorities vary by jurisdiction, but the statute of limitation is generally three years
from the date the tax return is filed. For jurisdictions that have generated net operating losses, carryovers may be subject to the statute
of limitations applicable for the year those carryovers are utilized. In these cases, the period for which the losses may be adjusted will
extend to conform with the statute of limitations for the year in which the losses are utilized. In most circumstances, this is expected to
increase the length of time that the applicable taxing authority may examine the carryovers by one year or longer, in limited cases.
11. Commitments and Contingencies
Guarantees of Consumer Loans
In connection with its CSO program, the Company guarantees consumer loan payment obligations to unrelated third-party lenders for
consumer loans and is required to purchase any defaulted loans it has guaranteed. As of December 31, 2025 and 2024, the amount of
consumer loans guaranteed by the Company had an estimated fair value of $26.1 million and $28.4 million, respectively, and an
outstanding principal balance of $18.7 million and $19.9 million, respectively. As of December 31, 2025 and 2024, the amount of
consumer loans, including principal, fees and interest, guaranteed by the Company were $22.3 million and $23.8 million, respectively.
These loans are not included in the consolidated balance sheets as the Company does not own the loans prior to default.
Consumer Financial Protection Bureau
On November 15, 2023, the Company consented to the issuance of a Consent Order by the CFPB pursuant to which the Company
agreed, without admitting or denying any of the facts or conclusions, to pay a civil money penalty of $15.0 million. The civil money
penalty is included in “General and Administrative” expenses in the Consolidated Statements of Income. The Consent Order related to
issues, the majority of which were self-disclosed, including payment processing and debiting errors. Effective August 29, 2025, the
CFPB terminated the Consent Order in full and waived any alleged non-compliance therewith.
Litigation
On April 23, 2018, the Commonwealth of Virginia, through Attorney General Mark R. Herring, filed a lawsuit in the Circuit Court for
the County of Fairfax, Virginia against NC Financial Solutions of Utah, LLC (“NC Utah”), a subsidiary of the Company. The lawsuit
alleged violations of the Virginia Consumer Protection Act relating to NC Utah’s communications with customers, collections of
certain payments, its loan agreements, and the rates it charged to Virginia borrowers. The plaintiff sought to enjoin NC Utah from
continuing its lending practices in Virginia, restitution, civil penalties, and costs and expenses in connection with the same. In January
2026, the parties entered into a Consent Decree to resolve the matter. Under the Consent Decree, NC Utah denied the allegations
contained in the complaint and agreed to a payment of $3.4 million, comprised of $3.1 million in customer restitution, $0.2 million in
fees and costs, and $0.1 million in administration expenses. Additionally, NC Utah agreed to modify certain outstanding loans at
reduced interest rates and forgive approximately $87.0 million of previously charged-off receivables. As the payment of $3.4 million
had been accrued in prior years and the forgiven loans charged off in prior years, there was no material impact to the Company’s
consolidated income statements for the years ended December 31, 2025 and 2024.
The Company is also involved in certain routine legal proceedings, claims and litigation matters encountered in the ordinary course of
its business. Certain of these matters may be covered to an extent by insurance or by indemnification agreements with third parties.
The Company has recorded accruals in its consolidated financial statements for those matters in which it is probable that it has
incurred a loss and the amount of the loss, or range of loss, can be reasonably estimated. In the opinion of management, the resolution
of these matters will not have a material adverse effect on the Company’s financial position, results of operations or liquidity.
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12. Employee Benefit Plans
The Company sponsors the Enova International, Inc. 401(k) Savings Plan (the “Enova 401(k) Plan”), which is open to all U.S.
employees of the Company and its subsidiaries. The Company also offers the Enova International, Inc. Nonqualified Savings Plan (the
“NQSP”) for certain members of Company management. For the Enova 401(k) Plan, new employees are automatically enrolled in this
plan unless they elect not to participate. The Company makes matching contributions of 100% of the first 1% of pay and 50% of the
next 5% of pay that each employee contributes to the Enova 401(k) Plan. The Company’s matching contributions fully vest after a
participant’s second year of service with the Company. The Company recorded compensation expense for combined contributions to
these plans of $5.3 million, $4.6 million and $4.1 million for the years ended December 31, 2025, 2024 and 2023, respectively.
The Company also sponsors the Enova International, Inc. Supplemental Executive Retirement Plan (“SERP”) in which certain officers
and certain other employees of the Company participate. Under this defined contribution plan, the Company makes an annual
supplemental cash contribution to the SERP based on the terms of the plan as approved by the Company’s Management Development
and Compensation Committee of the Board of Directors. The Company recorded compensation expense of $1.0 million, $0.9 million
and $0.5 million for SERP contributions for the years ended December 31, 2025, 2024 and 2023, respectively.
The NQSP and the SERP are non-qualified deferred compensation plans for which the Company holds securities in rabbi trusts to pay
benefits. These securities are classified as trading securities, and the unrealized gains and losses on these securities are netted with the
costs of the plans in “General and administrative expenses” in the consolidated statements of income.
Amounts included in the consolidated balance sheets relating to the NQSP and the SERP were as follows (in thousands):
As of December 31,
2025 2024
Other receivables and prepaid expenses ................................................... $ 14,486 $ 10,712
Accounts payable and accrued expenses .................................................. $ 15,123 $ 11,251
13. Stock-Based Compensation
Under the Enova International, Inc. 2014 Fourth Amended and Restated Long-Term Incentive Plan (the “Enova LTIP”), the Company
is authorized to issue 16,500,000 shares of Common Stock pursuant to “Awards” granted as incentive stock options (intended to
qualify under Section 422 of the Internal Revenue Code of 1986, as amended), nonqualified stock options, restricted stock units
(“RSUs”), restricted stock, performance shares, stock appreciation rights or other stock-based awards. Since 2014, nonqualified stock
options and RSU awards have been the only stock-based awards granted under the Enova LTIP. As of December 31, 2025, there were
2,760,776 shares available for future grants under the Enova LTIP.
During the year ended December 31, 2025, the Company received 204,626 shares of its common stock valued at approximately $23.4
million as partial payment of taxes required to be withheld upon issuance of shares under RSUs.
Restricted Stock Units
The Company grants RSUs to Company officers, certain employees and to the non-management members of the Board of Directors
under the Enova LTIP. Each vested RSU entitles the holder to receive a share of the common stock of the Company. For Company
officers and certain employees, the shares are to be issued upon vesting of the RSUs generally on an annual basis over a period of four
years. Shares for RSU awards granted to members of the Board of Directors vest and are issued twelve months after the grant date.
In accordance with ASC 718, the grant date fair value of RSUs is based on the Company’s closing stock price on the day before the
grant date and is amortized to expense over the vesting periods. The agreements relating to awards provide that the vesting and
payment of awards would be accelerated if there is a change in control of the Company.
99
ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table summarizes the Company’s RSU activity during 2025, 2024 and 2023:
Year Ended December 31, Year Ended December 31, Year Ended December 31,
2025 2024 2023
Weighted Average Weighted Average Weighted Average
Fair Value at Date Fair Value at Date Fair Value at Date
Units of Grant Units of Grant Units of Grant
Outstanding at beginning of year .... 1,251,810 $ 48.34 1,489,809 $ 41.40 1,540,579 $ 32.06
Units granted ................................ 283,581 112.08 478,537 54.79 638,419 51.94
Shares issued ................................ (557,114) 44.05 (617,291) 36.36 (624,264) 29.10
Units forfeited............................... (44,121) 66.52 (99,245) 49.75 (64,925) 41.71
Outstanding at end of year.............. 934,156 $ 69.39 1,251,810 $ 48.34 1,489,809 $ 41.40
Compensation expense related to these RSUs totaling $25.0 million ($19.2 million net of related taxes), $25.0 million ($18.8 million
net of related taxes) and $22.2 million ($16.6 million net of related taxes) was recognized for the years ended December 31, 2025,
2024 and 2023, respectively. Total unrecognized compensation cost related to these RSUs at December 31, 2025 was $42.5 million,
which will be recognized over a weighted average period of approximately 2.4 years. The outstanding RSUs had an aggregate intrinsic
value of $146.8 million at December 31, 2025.
Stock p
Options
The Company grants stock options to purchase Enova stock to Company officers and certain employees under the Enova LTIP. Stock
options would allow the holder to purchase shares of the Company’s common stock at a price not less than the fair market value of the
shares as of the grant date, or the exercise price. Stock options granted under the Enova LTIP generally become exercisable in equal
increments on the first, second and third anniversaries of their date of grant, and expire on the seventh anniversary of their date of
grant. Exercise prices of these stock options are equal to the closing stock price on the day before the grant date.
In accordance with ASC 718, compensation expense on stock options is based on the grant date fair value of the stock options and is
amortized to expense over the vesting periods. For the year ended December 31, 2025, the Company estimated the fair value of the
stock option grants using the Black-Scholes option-pricing model based on the following weighted average assumptions: risk-free
interest rate of 4.0%, expected term (life) of options of 4.5 years, expected volatility of 41.5% and no expected dividends. Determining
the fair value of options awards at their respective grant dates requires considerable judgment, including estimating expected volatility
and expected term (life). The Company based its expected volatility on a weighted average of the historical volatility of the Company.
The Company calculated its expected term based on the simplified method, which is the mid-point between the weighted-average
graded-vesting term and the contractual term. The simplified method was chosen as a means to determine expected term as the
Company has limited historical option exercise experience as a public company. The Company derived the risk-free rate from a
weighted-average yield for the three-and five-year zero-coupon U.S. Treasury Strips. The Company estimates forfeitures at the grant
date based on its historical forfeiture rate and revises the estimate, if necessary, in subsequent periods if actual forfeitures differ from
those estimates.
The following table summarizes the Company’s stock option activity during 2025, 2024 and 2023:
Year Ended December 31, Year Ended December 31, Year Ended December 31,
2025 2024 2023
Weighted Average Weighted Average Weighted Average
Units Exercise Price Units Exercise Price Units Exercise Price
Outstanding at beginning of year .... 1,793,587 $ 36.58 2,120,241 $ 28.98 2,202,687 $ 23.80
Options granted............................. 206,906 110.40 237,157 68.97 306,105 47.89
Options exercised .......................... (363,198) 23.99 (563,811) 21.63 (388,551) 14.52
Outstanding at end of year.............. 1,637,295 $ 48.70 1,793,587 $ 36.58 2,120,241 $ 28.98
Exercisable options at end of year ... 1,170,280 35.12 1,170,738 28.14 1,450,841 23.24
The weighted average fair value of options granted in 2025 was $44.12. Compensation expense related to stock options totaling $8.1
million ($6.2 million net of related taxes), $6.8 million ($5.1 million net of related taxes) and $4.6 million ($3.4 million net of related
taxes) was recognized for the years ended December 31, 2025, 2024 and 2023, respectively. Total unrecognized compensation cost
related to stock options at December 31, 2025 was $12.6 million, which will be recognized over a period of approximately 2.0 years.
At December 31, 2025, the intrinsic value of stock options outstanding was $177.7 million, and the intrinsic value of stock options
exercisable was $142.9 million, respectively.
100
ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
14. Related Party Transactions
As discussed in Note 1 in the Notes to Consolidated Financial Statements, in December 2021, the Company divested a portion of its
interest in OnDeck Australia and began recording its remaining interest utilizing the equity method of accounting. As of December 31,
2025 and 2024, there was no balance due from affiliate outstanding between the Company and OnDeck Australia.
The Company believes that the transactions described above have been provided on terms no less favorable to the Company than
could have been negotiated with non-affiliated third parties.
15. Variable Interest Entities
As part of the Company’s overall funding strategy and as part of its efforts to support its liquidity from sources other than its
traditional capital market sources, the Company has established a securitization program through its various securitization facilities.
The Company transfers certain loan receivables to wholly owned, bankruptcy-remote special purpose subsidiaries (“VIEs”), which
issue notes backed by the underlying loan receivables and are serviced by other wholly-owned subsidiaries of the Company. The cash
flows from the loans held by the VIEs are used to repay obligations under the notes.
The Company is required to evaluate the VIEs for consolidation. The Company has the ability to direct the activities of the VIEs that
most significantly impact the economic performance of the entities as the servicer of the securitized loan receivables. Additionally, the
Company has the right to returns related to servicing fee revenue from the VIEs and to receive residual payments, which expose it to
potentially significant losses and returns. Accordingly, the Company determined it is the primary beneficiary of the VIEs and is
required to consolidate them. The assets and liabilities related to the VIEs are included in the Company’s consolidated financial
statements and are accounted for as secured borrowings.
16. Supplemental Disclosures of Cash Flow Information
The following table sets forth certain cash and non-cash activities for the years ended December 31, 2025, 2024 and 2023 (in
thousands):
Year Ended December 31,
2025 2024 2023
Cash paid during the year for:
Interest ............................................................................................. $ 321,080 $ 274,117 $ 182,407
Income taxes paid (recovered)(1) ..................................................... 1,439 (1,517) (3,105)
Non-cash investing and financing activities:
Loans and finance receivables renewed .......................................... $ 519,299 $ 414,138 $ 491,291
(1) Total income taxes paid (recovered) by jurisdiction were as follows (in thousands):
101
ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Year Ended December 31,
2025 2024 2023
Income taxes paid, net of refunds received
Federal .................................................................................... $ — $ — $ (2,061)
State and Local
Alabama.............................................................................. 79 — —
California ............................................................................ — — (316)
Florida................................................................................. 191 (396) 80
Georgia ............................................................................... (37) (320) (14)
Louisiana ............................................................................ — (10) (260)
Maryland............................................................................. 84 — 70
North Carolina .................................................................... 85 — (6)
New Jersey.......................................................................... 87 — —
Oregon ................................................................................ 112 — —
Pennsylvania ....................................................................... 107 — (55)
South Carolina .................................................................... 140 434 (814)
Texas................................................................................... 258 (349) 545
Virginia ............................................................................... 3 (987) (83)
West Virginia...................................................................... — — (369)
Other States......................................................................... 248 111 178
Foreign.................................................................................... 82 — —
Total income taxes paid (recovered) ...................................... $ 1,439 $ (1,517) $ (3,105)
17. Operating Segment Information
During the three years ended December 31, 2025, the Company primarily provided online financial services to non-prime credit
consumers and small businesses in the United States and Brazil. The Company has one reportable segment, which is composed of the
Company’s domestic and international operations and corporate services. The Company has aggregated all components of its business
into a single operating segment based on the similarities of the economic characteristics, the nature of the products and services, the
nature of the production and distribution methods, the shared technology platforms, the type of customer and the nature of the
regulatory environment. The Company's Chief Operating Decision Maker, its Chief Executive Officer, is regularly provided with
significant segment expenses at a similar level and category as is disclosed in the Consolidated Statements of Income; as such,
separate presentation is not provided in this Note.
The following table presents the Company’s revenue by geographic region for the years ended December 31, 2025, 2024 and 2023 (in
thousands):
Year Ended December 31,
2025 2024 2023
Revenue
United States ................................................................................. $ 3,072,575 $ 2,604,460 $ 2,087,519
Other international countries......................................................... 79,078 53,340 30,120
Total revenue ................................................................................... $ 3,151,653 $ 2,657,800 $ 2,117,639
The Company’s long-lived assets, which consist of the Company’s property and equipment, were $132.6 million and $120.0 million at
December 31, 2025 and 2024, respectively. The operations for the Company’s domestic and international businesses are primarily
located within the United States, and the value of any long-lived assets located outside of the United States is immaterial.
18. Fair Value Measurements
Recurring Fair Value Measurements
The Company uses a hierarchical framework that prioritizes and ranks the market observability of inputs used in its fair value
measurements. Market price observability is affected by a number of factors, including the type of asset or liability and the
characteristics specific to the asset or liability being measured. Assets and liabilities with readily available, active, quoted market
prices or for which fair value can be measured from actively quoted prices generally are deemed to have a higher degree of market
102
ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
price observability and a lesser degree of judgment used in measuring fair value. The Company classifies the inputs used to measure
fair value into one of three levels as follows:
• Level 1: Quoted prices in active markets for identical assets or liabilities.
• Level 2: Inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or
similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose
significant value drivers are observable.
• Level 3: Unobservable inputs for the asset or liability measured.
Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the
Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the
inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those cases, the fair value
measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level of input that is significant to
the entire measurement. Such determination requires significant management judgment.
During the years ended December 31, 2025 and 2024, there were no transfers of assets or liabilities between Level 1, 2 or 3. It is the
Company’s policy to value any transfers between levels of the fair value hierarchy based on end of period values.
The Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2025 and 2024 are as follows
(in thousands):
December 31, Fair Value Measurements Using
2025 Level 1 Level 2 Level 3
Financial assets
Consumer loans and finance receivables(1) .................................... $ 1,764,469 $ — $ — $ 1,764,469
Small business loans and finance receivables(1)............................. 3,707,075 — — 3,707,075
Non-qualified savings plan assets(2) ............................................... 14,486 14,486 — —
Investment in trading security(3)..................................................... 13,722 13,722 — —
Total .......................................................................................... $ 5,499,752 $ 28,208 $ — $ 5,471,544
December 31, Fair Value Measurements Using
2024 Level 1 Level 2 Level 3
Financial assets
Consumer loans and finance receivables(1) .................................. $ 1,639,307 $ — $ — $ 1,639,307
Small business loans and finance receivables(1) ........................... 2,747,137 — — 2,747,137
Non-qualified savings plan assets(2) ............................................. 10,712 10,712 — —
Investment in trading security(3) ................................................... 3,636 3,636 — —
Total......................................................................................... $ 4,400,792 $ 14,348 $ — $ 4,386,444
(1) Consumer loans and finance receivables and small business loans and finance receivables are included in “Loans and finance
receivable at fair value” in the Company’s consolidated balance sheets.
(2) The non-qualified savings plan assets are included in “Other receivables and prepaid expenses” in the Company’s consolidated
balance sheets and have an offsetting liability, which is included in “Accounts payable and accrued expenses” in the Company’s
consolidated balance sheets.
(3) Investment in trading security is included in “Other assets” in the Company’s consolidated balance sheets.
The Company primarily estimates the fair value of its loan and finance receivables portfolio using discounted cash flow models that
have been internally developed. The models use inputs, such as estimated losses, prepayments, servicing costs and discount rates, that
are unobservable but reflect the Company’s best estimates of the assumptions a market participant would use to calculate fair value.
Certain unobservable inputs may, in isolation, have either a directionally consistent or opposite impact on the fair value of the
financial instrument for a given change in that input. An increase to the net loss rate, prepayment rate, servicing cost, or discount rate
would decrease the fair value of the Company’s loans and finance receivables. When multiple inputs are used within the valuation
techniques for loans, a change in one input in a certain direction may be offset by an opposite change from another input.
The fair value of the nonqualified savings plan assets was deemed Level 1 as they are publicly traded equity securities for which
market prices of identical assets are readily observable.
103
ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The fair value of the investment in trading security was deemed Level 1 as it is a publicly traded fund with active market pricing that
is readily available.
The Company had no liabilities measured at fair value on a recurring basis as of December 31, 2025 or 2024.
Fair Value Measurements on a Non-Recurring Basis
The Company measures non-financial assets and liabilities such as property and equipment and intangible assets at fair value on a
nonrecurring basis or when events or circumstances indicate that the carrying amount of the assets may be impaired. At December 31,
2025 and 2024, there were no assets or liabilities recorded at fair value on a nonrecurring basis.
Financial Assets and Liabilities Not Measured at Fair Value
The Company’s financial assets and liabilities as of December 31, 2025 and 2024 that are not measured at fair value in the
consolidated balance sheets are as follows (in thousands):
December 31, Fair Value Measurements Using
2025 Level 1 Level 2 Level 3
Financial assets:
Cash and cash equivalents ........................................................... $ 71,709 $ 71,709 $ — $ —
Restricted cash(1) .......................................................................... 336,154 336,154 — —
Investment in unconsolidated investee(2) ..................................... 6,918 — — 6,918
Total ........................................................................................ $ 414,781 $ 407,863 $ — $ 6,918
Financial liabilities:
Revolving line of credit ............................................................... $ 596,000 $ — $ — $ 596,000
Securitization facilities................................................................. 3,029,180 — 3,037,390 —
11.25% senior notes due 2028 ..................................................... 397,783 — 422,924 —
9.125% senior notes due 2029 ..................................................... 500,000 — 530,620 —
Total ........................................................................................ $ 4,522,963 $ — $ 3,990,934 $ 596,000
December 31, Fair Value Measurements Using
2024 Level 1 Level 2 Level 3
Financial assets:
Cash and cash equivalents ........................................................... $ 73,910 $ 73,910 $ — $ —
Restricted cash(1) .......................................................................... 248,758 248,758 — —
Investment in unconsolidated investee(2) ..................................... 6,918 — — 6,918
Total ........................................................................................ $ 329,586 $ 322,668 $ — $ 6,918
Financial liabilities:
Revolving line of credit ............................................................... $ 453,000 $ — $ — $ 453,000
Securitization facilities................................................................. 2,238,279 — 2,246,406 —
11.25% senior notes due 2028 ..................................................... 397,033 — 433,112 —
9.125% senior notes due 2029 ..................................................... 500,000 — 519,360 —
Total ........................................................................................ $ 3,588,312 $ — $ 3,198,878 $ 453,000
(1) Restricted cash includes $292.8 million and $217.3 million in assets of consolidated VIEs as of December 31, 2025 and 2024,
respectively.
(2) Investment in unconsolidated investee is included in “Other assets” in the consolidated balance sheets.
Cash and cash equivalents and restricted cash bear interest at market rates and have maturities of less than 90 days. The carrying
amount of restricted cash and cash equivalents approximates fair value.
The Company measures the fair value of its investment in unconsolidated investee using Level 3 inputs. Because the unconsolidated
investee is a private company and financial information is limited, the Company estimates the fair value based on the best available
information at the measurement date.
104
ENOVA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Company measures the fair value of its revolving line of credit using Level 3 inputs. The Company considered the fair value of its
other long-term debt and the timing of expected payment(s).
The fair values of the Company’s securitization facilities and senior notes are estimated based on quoted prices in markets that are not
active, which are deemed Level 2 inputs.
19. Subsequent Events
Subsequent events have been reviewed through the date these financial statements were issued.
105
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management has
evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934) as of December 31, 2025 (the “Evaluation Date”). Based upon that evaluation,
the Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and
procedures are effective and provide reasonable assurance (i) that information required to be disclosed in reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and
forms; and (ii) that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated
and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions
regarding required disclosures.
Limitations on the Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and
procedures or internal control over financial reporting will prevent or detect all possible misstatements due to error and fraud. Our
disclosure controls and procedures and internal control over financial reporting are, however, designed to provide reasonable
assurance of achieving their objectives.
Report of Management on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined
in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with
generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions or that the degree of compliance with the policies or procedures may deteriorate.
We conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in “Internal
Control — Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based
on our evaluation under the framework in “Internal Control — Integrated Framework” (2013), management, with the participation of
our Chief Executive Officer and Chief Financial Officer, concluded that our internal control over financial reporting was effective as
of December 31, 2025.
The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Deloitte & Touche
LLP, an independent registered public accounting firm, as stated in their report which appears in this Form 10-K.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under
the Exchange Act) during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Insider Adoption or Termination of Trading Arrangements
During the quarter ended December 31, 2025, none of our directors or Section 16 officers adopted, modified or terminated a “Rule
10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.
106
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
107
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The Company plans to file with the SEC a definitive proxy statement, pursuant to SEC Regulation 14A in connection with its 2026
Annual Meeting of Stockholders, or the Proxy Statement, within 120 days after December 31, 2025. Information required by this Item
10 relating to our directors and nominees included under the captions “Proposal 1: Election of Directors—Directors to be Elected by
our Stockholders” and “Stockholder Proposals and Communications with our Board—Director Nominations” of our Proxy Statement
is incorporated herein by reference.
The information required by this Item 10 regarding our Audit Committee under the caption “Structure and Functioning of the
Board—Board Committees—Audit Committee” is incorporated herein by reference.
Information concerning executive officers is contained in this report under “Item 1. Business—Operations—Management and
Personnel—Executive Officers.”
Any information required by this Item 10 regarding compliance with Section 16(a) of the Exchange Act of 1934 included under the
caption “Delinquent Section 16(a) Reports” in our Proxy Statement is incorporated herein by reference.
All other information required by this Item 10 contained in the Proxy Statement is incorporated herein by reference.
The Company has an insider trading policy governing purchases, sales and other transactions in its securities that applies to its
directors, officers, employees and certain other covered persons. It is also the Company’s policy to comply with applicable insider
trading laws, rules and regulations, as well as any applicable stock exchange listing standards, when the Company engages in
transactions in the Company’s securities. The Company believes that its insider trading policy and other procedures are reasonably
designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company. A
copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this report.
The Company has adopted a Code of Business Conduct and Ethics that applies to all of its directors, officers (including all of its
executive officers) and employees. This Code of Business Conduct and Ethics is publicly available on the Company’s website at
www.enova.com in the Investor Relations section under “Corporate Governance—Code of Conduct.” Amendments to the Code of
Business Conduct and Ethics and any grant of a waiver from a provision of the Code of Business Conduct and Ethics requiring
disclosure under applicable SEC rules will be disclosed on the Company’s website.
ITEM 11. EXECUTIVE COMPENSATION
Information contained under the captions “Executive Compensation”, “Director Compensation”, “Compensation Committee
Interlocks and Insider Participation” and “Executive Compensation—Management Development and Compensation Committee
Report” in the Proxy Statement is incorporated into this report by reference in response to this Item 11.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
Information contained under the caption “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement
is incorporated into this report by reference in response to this Item 12.
108
Securities Authorized for Issuance Under Equity Compensation Plans
The table below sets forth information, as of December 31, 2025, with respect to shares of common stock of the Company that may be
issued under the Company’s existing equity compensation plans.
Number of securities remaining
Number of securities to be available for future issuance
issued upon exercise of Weighted average exercise under equity compensation
outstanding options, warrants price of outstanding options, plans (excluding securities
Plan Category and rights warrants and rights reflected in column (a))
(a) (b) (c)
Equity compensation plans
approved by security holders .... 2,571,451 $ 31.01 2,760,776
Equity compensation plans not
approved by security holders .... — — —
Total .......................................... 2,571,451 $ 31.01 2,760,776
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information contained under the captions “Certain Relationships and Related Transactions”, “Structure and Functioning of the
Board—Board Committees” and “Structure and Functioning of the Board—Director Independence” in the Proxy Statement is
incorporated into this report by reference in response to this Item 13.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information contained under the caption “Audit and Non-Audit Fees” in the Proxy Statement is incorporated into this report by
reference in response to this Item 14.
109
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statements are filed in Item 8 of Part II of this report:
Financial Statements:
Report of Independent Registered Public Accounting Firm (Deloitte & Touche LLP; PCAOB ID No. 34).............................. 67
Consolidated Balance Sheets – December 31, 2025 and 2024 .................................................................................................... 69
Consolidated Statements of Income – Years Ended December 31, 2025, 2024 and 2023 .......................................................... 71
Consolidated Statements of Comprehensive Income – Years Ended December 31, 2025, 2024 and 2023 ................................ 72
Consolidated Statements of Stockholders’ Equity – Years Ended December 31, 2025, 2024 and 2023 .................................... 73
Consolidated Statements of Cash Flows – Years Ended December 31, 2025, 2024 and 2023 ................................................... 74
Notes to Consolidated Financial Statements................................................................................................................................ 75
Exhibit Filed
No. Exhibit Description Form File No. Exhibit Filing Date Herewith
2.1 Separation and Distribution Agreement between 8-K 001-35503 2.1 11/19/2014
Cash America International, Inc. and Enova
International, Inc.
2.2 Agreement and Plan of Merger dated as of July 8-K 001-35503 2.1 12/28/2020
28, 2020, among Enova International, Inc.,
Energy Merger Sub, Inc. and On Deck Capital,
Inc.
2.3 Agreement and Plan of Merger, by and between 8-K 001-35503 2.1 12/11/2025
Enova International, Inc. and Grasshopper
Bancorp, Inc., dated December 10, 2025
3.1 Enova International, Inc. Restated Certificate of 10-Q 001-35503 3.1 7/28/2023
Incorporation
3.2 Enova International, Inc. Amended and 8-K 001-35503 3.1 11/17/2017
Restated Bylaws
4.1 Specimen common stock certificate 10-12B 001-35503 4.1 10/2/2014
4.2 Description of the Registrant’s Securities 10-K 001-35503 4.2 2/27/2020
4.3 Indenture, dated as of December 6, 2023, by 8-K 001-35503 4.1 12/11/2023
and among Enova International, Inc., each of
the guarantors party thereto and Computershare
Trust Company, N.A., as trustee and the Form
of 11.25% Senior Note due 2028 (included as
Exhibit A).
4.4 Indenture, dated as of August 12, 2024, by and 10-Q 001-35503 4.1 7/23/2024
among Enova International, Inc., each of the
guarantors party thereto and Computershare
Trust Company, N.A., as trustee, and the Form
of 9.125% Senior Note due 2029 (included as
Exhibit A) (incorporated by reference to Exhibit
4.1 to the Company’s Form 8-K filed on August
12, 2024)
4.5 Base Indenture, dated as of July 27, 2023, by 10-Q 001-35503 4.1 10/25/2023
and between OnDeck Asset Securitization IV,
110
LLC, as Issuer and Deutsche Bank Trust
Company Americas, as Indenture Trustee of
Asset Backed Notes (Issuable in Series of
Notes)
4.6 Series 2023-1 Indenture Supplement dated as of 10-Q 001-35503 4.2 10/25/2023
July 27, 2023 to Base Indenture dated as of July
27, 2023, by and between OnDeck Asset
Securitization IV, LLC, as Issuer and Deutsche
Bank Trust Company Americas, as Indenture
Trustee of up to $378,417,000 of Asset Backed
Notes
4.7 Series 2024-1 Indenture Supplement, dated as 10-Q 001-35503 4.2 7/24/2024
of May 17, 2024, to Base Indenture dated as of
July 27, 2023, by and between OnDeck Asset
Securitization IV, LLC, as Issuer, and Deutsche
Bank Trust Company Americas, as Indenture
Trustee, of up to $500,149,970 of Asset Backed
Notes
4.8 Indenture, dated as of March 3, 2023, by and 10-Q 001-35503 4.3 7/24/2024
among NetCredit Combined Receivables 2023,
LLC, as Issuer, and Citibank, N.A., as Indenture
Trustee, Paying Agent, Note Registrar and
Securities Intermediary
4.9 Indenture, dated as of May 31, 2024, by and 10-Q 001-35503 4.1 7/24/2024
among NetCredit Combined Receivables 2024,
LLC, as Issuer, and Citibank, N.A., as Indenture
Trustee, Paying Agent, Note Registrar and
Securities Intermediary
4.10 Series 2024-2 Indenture Supplement, dated as 10-K 001-35503 4.10 2/18/2025
of October 2, 2024, to Base Indenture dated as
of July 27, 2023, by and between OnDeck Asset
Securitization IV, LLC, as Issuer, and Deutsche
Bank Trust Company Americas, as Indenture
Trustee, of up to $261,353,000 of Asset Backed
Notes
4.11 First Amendment to Indenture, dated as of July 10-K 001-35503 4.11 2/18/2025
31, 2024, by and between NetCredit Combined
Receivables 2024, LLC and Citibank, N.A., as
Indenture Trustee, Securities Intermediary,
Note Registrar and Paying Agent
4.12 First Amendment to Indenture, dated as of 10-K 001-35503 4.12 2/18/2025
August 9, 2024, by and between NetCredit
Combined Receivables 2023, LLC and
Citibank, N.A., as Indenture Trustee, Securities
Intermediary, Note Registrar and Paying Agent
4.13 Series 2025-1 Indenture Supplement, dated as 10-Q 001-35503 4.1 4/29/2025
of March 20, 2025, to Base Indenture dated as
of July 27, 2023 and amended as of March 20,
2025, by and between OnDeck Asset
Securitization IV, LLC, as Issuer, and Deutsche
Bank Trust Company Americas, as Indenture
Trustee, of up to $261,392,000 of Asset Backed
Notes
111
4.14 First Supplement to the Base Indenture, dated 10-Q 001-35503 4.2 4/29/2025
as of March 20, 2025, between OnDeck Asset
Securitization IV, LLC, as Issuer, and Deutsche
Bank Trust Company Americas, as Indenture
Trustee
4.15 Indenture, dated as of May 30, 2025, by and 10-Q 001-35503 4.1 7/25/2025
among NetCredit Combined Receivables A,
LLC, as Issuer, and Citibank, N.A., as Indenture
Trustee, Paying Agent, Note Registrar and
Securities Intermediary
4.16 Series 2025-2 Indenture Supplement, dated as
of November 13, 2025, to Base Indenture dated
as of July 27, 2023 and amended as of March
20, 2025 and further amended as of November
13, 2025, by and between OnDeck Asset
Securitization IV, LLC, as Issuer, and Deutsche
Bank Trust Company Americas, as Indenture
Trustee, of up to $261,434,000 of Asset Backed
Notes X
4.17 Second Supplement to the Base Indenture,
dated as of November 13, 2025, between
OnDeck Asset Securitization IV, LLC, as
Issuer, and Deutsche Bank Trust Company
Americas, as Indenture Trustee X
4.18 Omnibus First Supplement to Series 2023-1
Indenture Supplement, Series 2024-1 Indenture
Supplement, Series 2024-2 Indenture
Supplement and Series 2025-1 Indenture
Supplement, dated as of November 13, 2025,
between OnDeck Asset Securitization IV, LLC,
as Issuer, and Deutsche Bank Trust Company
Americas, as Indenture Trustee X
10.1 Enova International, Inc. 2014 Long-Term 10-Q 001-35503 10.1 11/14/2014
Incentive Plan*
10.2 Enova International, Inc. Fourth Amended and DEF 14A 001-35503 Appendix A 3/28/2024
Restated 2014 Long-Term Incentive Plan*
10.3 Enova International, Inc. Senior Executive DEF 14A 001-35503 Appendix B 4/7/2016
Bonus Plan*
10.4 Enova International, Inc. Amended and 10-Q 001-35503 10.1 7/31/2019
Restated Senior Executive Bonus Plan*
10.5 Enova International, Inc. Supplemental 10-Q 001-35503 10.1 11/1/2017
Executive Retirement Plan, as amended and
restated effective September 13, 2017*
10.6 Amended and Restated Enova International, 8-K 001-35503 10.1 5/16/2023
Inc. Nonqualified Savings Plan*
10.7 Form of Enova International, Inc. Severance 10-12B 001-35503 10.12 10/2/2014
Pay Plan for Executives*
10.8 Form of Enova International, Inc. Senior 10-12B 001-35503 10.13 10/2/2014
Executive Bonus Plan*
112
10.9 Summary of 2014 Terms and Conditions of the 10-12B 001-35503 10.14 10/2/2014
Enova International, Inc. Short-Term Incentive
Plan*
10.10 Enova International, Inc. Amended and 10-Q 001-35503 10.2 7/31/2019
Restated Annual Short Term Incentive Plan*
10.11 Form of Executive Change-in-Control 10-K 001-35503 10.12 2/28/2022
Severance and Restrictive Covenant Agreement
(Chief Executive Officer)*
10.12 Form of Executive Change-in-Control 10-K 001-35503 10.13 2/28/2022
Severance and Restrictive Covenant Agreement
(Executive Officers other than the CEO)*
10.13 Form of Enova International, Inc. Third 10-K 001-35503 10.14 2/23/2024
Amended and Restated 2014 Long-Term
Incentive Plan Award Agreement for Grant of
Restricted Stock Units*
10.14 Form of Enova International, Inc. Fourth 10-K 001-35503 10.14 2/18/2025
Amended and Restated 2014 Long-Term
Incentive Plan Award Agreement for Grant of
Restricted Stock Units*
10.15 Form of Enova International, Inc. Third 10-K 001-35503 10.15 2/23/2024
Amended and Restated 2014 Long-Term
Incentive Plan Award Agreement for Special
Grant of Nonqualified Stock Option with a
Limited Stock Appreciation Right*
10.16 Form of Enova International, Inc. Fourth 10-K 001-35503 10.16 2/18/2025
Amended and Restated 2014 Long-Term
Incentive Plan Award Agreement for Special
Grant of Nonqualified Stock Option with a
Limited Stock Appreciation Right*
10.17 Form of Enova International, Inc. Fourth 10-Q 001-35503 10.1 10/24/2025
Amended and Restated 2014 Long-Term
Incentive Plan Award Agreement for Special
Grant of Nonqualified Stock Option with a
Limited Stock Appreciation Right
10.18 Lease Agreement, dated July 25, 2014, between 10-12B 001-35503 10.11 10/22/2014
175 Jackson L.L.C. and Enova International,
Inc.
10.19 Second Amendment to Lease Agreement, dated 10-Q 001-35503 10.2 11/1/2017
September 13, 2017, between 175 Jackson
L.L.C. and Enova International, Inc.
10.20 Amendment No. 5 to Fourth Amended and 10-K 001-35503 10.36 2/26/2021
Restated Credit Agreement, dated as of
December 24, 2020, among Receivable Assets
of OnDeck, LLC, as Borrower, the Lenders
party thereto and Truist Bank, as Administrative
Agent (Portions of this exhibit have been
omitted pursuant to Item 601(b)(10) of
Regulation S-K.)
10.21 Amendment No. 6 to Fourth Amended and 10-Q 001-35503 10.1 10/29/2021
Restated Credit Agreement, dated as of July 16,
2021, among Receivable Assets of OnDeck,
113
LLC, as Borrower, the Lenders party thereto
and Truist Bank, as Administrative Agent
10.22 Credit Agreement dated as of November 17, 10-K 001-35503 10.39 2/28/2022
2021 among OnDeck Receivables 2021, LLC,
various lenders, and JPMorgan Chase Bank,
N.A., as Administrative Agent and Collateral
Agent and Deutsche Bank Trust Company
Americas, as Paying Agent
10.23 Amendment No. 7 to Fourth Amended and 10-Q 001-35503 10.2 5/3/2022
Restated Credit Agreement, dated as of March
18, 2022, among Receivable Assets of OnDeck,
LLC, as Borrower, the Lenders party thereto
and Truist Bank, as Administrative Agent
10.24 First Amendment to Credit Agreement, dated 10-Q 001-35503 10.4 5/3/2022
March 29, 2022 among OnDeck Receivables
2021, LLC, various lenders, and JPMorgan
Chase Bank, N.A., as Administrative Agent and
Collateral Agent and Deutsche Bank Trust
Company Americas, as Paying Agent
10.25 Amended and Restated Credit Agreement 10-Q 001-35503 10.2 7/29/2022
among Enova International, Inc., as a Borrower
and the Parent, certain restricted subsidiaries of
the Parent from time to time party hereto, as
Borrowers, certain restricted subsidiaries of the
Parent from time to time party hereto, as
Guarantors, the Lenders party hereto, and Bank
of Montreal, as Administrative Agent and
Collateral Agent dated as of June 23, 2022
10.26 Credit Agreement dated June 30, 2022 among 10-Q 001-35503 10.1 7/29/2022
OnDeck Receivables 2022, LLC, various
lenders, and BMO Capital Markets Corp., as
Administrative Agent and Collateral Agent, and
Deutsche Bank Trust Company Americas, as
Paying Agent
10.27 Note Issuance and Purchase Agreement among 10-K 001-35503 10.46 2/24/2023
NetCredit Receivables 2022, LLC as Issuer,
Citibank, N.A. as Collateral Agent and Paying
Agent, Jefferies Funding LLC as Initial Note
Purchaser, each of note purchasers from time to
time party hereto, and Jefferies Funding LLC,
as Administrative Agent dated as of October 21,
2022
10.28 Third Amendment to Credit Agreement, dated 10-K 001-35503 10.47 2/24/2023
November 18, 2022, among OnDeck
Receivables 2021, LLC, various lenders, and
JPMorgan Chase Bank, N.A., as Administrative
Agent and Collateral Agent and Deutsche Bank
Trust Company Americas, as Paying Agent
10.29 Amendment No. 8 to Fourth Amended and 10-K 001-35503 10.48 2/24/2023
Restated Credit Agreement, dated as of
November 18, 2022, among Receivable Assets
of OnDeck, LLC, as Borrower, the Lenders
party thereto and Truist Bank, as Administrative
Agent
114
10.30 Third Amendment to Lease Agreement, dated 10-Q 001-35503 10.1 4/28/2023
March 21, 2023, between Mark Zettl, as Court
Appointed Receiver, and Enova International,
Inc.
10.31 Credit Agreement, dated May 25, 2023, among 10-Q 001-35503 10.1 7/28/2023
HWC Receivables 2023, LLC as Company,
various lenders, Headway Capital, LLC as
Originator and BNP Paribas as Administrative
Agent and Collateral Agent and Deutsche Bank
Trust Company Americas as Paying Agent
10.32 First Amendment to Amended and Restated 10.K 001-35503 10.43 2/23/2024
Credit Agreement among Enova International,
Inc., as a Borrower and the Parent, certain
restricted subsidiaries of the Parent from time to
time party hereto, as Borrowers, certain
restricted subsidiaries of the Parent from time to
time party hereto, as Guarantors, the Lenders
party hereto, and Bank of Montreal, as
Administrative Agent and Collateral Agent
dated as of October 19, 2023
10.33 Amendment No. 7 to Credit Agreement, dated 10.K 001-35503 10.44 2/23/2024
November 15, 2023, among OnDeck
Receivables 2021, LLC, various lenders, and
JPMorgan Chase Bank, N.A., as Administrative
Agent and Collateral Agent and Deutsche Bank
Trust Company Americas, as Paying Agent
10.34 Note Issuance and Purchase Agreement among 10-Q 001-35503 10.1 4/24/2024
NetCredit LOC Receivables 2024, LLC as
Issuer, Citibank, N.A. as Collateral Agent and
Paying Agent, each of the note purchasers listed
on Schedule I thereto as Initial Note Purchasers,
each of the other note purchasers from time to
time party thereto, and Midtown Madison
Management LLC, as Administrative Agent
dated as of February 21, 2024
10.35 Omnibus Amendment - Amendment No. 2 to 10-Q 001-35503 10.1 7/24/2024
Credit Agreement, Amendment to Backup
Servicing Agreement and Reaffirmation of
Performance Guaranty, dated as of June 27,
2024, by and among OnDeck Receivables 2022,
LLC, various lenders, BMO Capital Markets
Corp., as Administrative Agent and Collateral
Agent, ODK Capital, LLC, as Servicer, Vervent
Inc., as Backup Servicer, and Enova
International, Inc., as Performance Guarantor
10.36 Second Amendment to Amended and Restated 10-Q 001-35503 10.1 10/23/2024
Credit Agreement among Enova International,
Inc., as a Borrower and the Parent, certain
restricted subsidiaries of the Parent from time to
time party thereto, as Borrowers, certain
restricted subsidiaries of the Parent from time to
time party thereto, as Guarantors, the Lenders
party thereto, and Bank of Montreal, as
Administrative Agent and Collateral Agent,
dated as of September 11, 2024
115
10.37 Omnibus Amendment - Amendment No. 1 to 10-Q 001-35503 10.2 10/23/2024
Credit Agreement and Amendment to Security
Agreement, dated as of September 18, 2024,
among HWC Receivables 2023, LLC, as
company, the lenders party thereto, Headway
Capital, LLC, as originator, Enova
International, Inc., as performance guarantor,
and BNP Paribas, as administrative agent and as
collateral agent
10.38 Second Amendment to Note Issuance and 10-K 001-35503 10.41 2/18/2025
Purchase Agreement among NetCredit
Receivables 2022, LLC as Issuer, Citibank,
N.A. as Collateral Agent and Paying Agent,
Jefferies Funding LLC as Administrative Agent
and Initial Note Purchaser, Citibank, N.A., as
Collateral Agent and Paying Agent, and the
note purchasers from time to time party thereto,
as dated as of October 15, 2024
10.39 Amendment No. 10 to Fourth Amended and 10-K 001-35503 10.42 2/18/2025
Restated Credit Agreement and Omnibus
Amendment, dated as of November 18, 2024,
among Receivable Assets of OnDeck, LLC, as
Borrower, Vervent Inc., as Backup Servicer, the
lenders party thereto from time to time,
Computershare Trust Company, National
Association, as Custodian and Collateral Agent,
and Truist Bank, as Administrative Agent
10.40 Amendment No. 8 to Credit Agreement, dated 10-Q 001-35503 10.1 4/29/2025
as of March 20, 2025, among OnDeck
Receivables 2021, LLC, various lenders, and
JPMorgan Chase Bank, N.A., as Administrative
Agent and Collateral Agent, and Deutsche Bank
Trust Company Americas, as Paying Agent
10.41 Third Amendment to Amended and Restated 10-Q 001-35503 10.2 10/24/2025
Credit Agreement and Joinder, dated as of
August 28, 2025, among Enova International,
Inc., as a Borrower and the Parent, certain
restricted subsidiaries of the Parent from time to
time party thereto, as Borrowers, certain
restricted subsidiaries of the Parent from time to
time party thereto, as Guarantors, the Lenders
party thereto, and Bank of Montreal, as
Administrative Agent and Collateral Agent
10.42 Loan and Security Agreement, dated as of July 10-Q 001-35503 10.3 10/24/2025
17, 2025, among NetCredit LOC Receivables
2025, LLC, as Borrower, Banc of California, as
Administrative Agent and Initial Class A
Lender, Omaha ABF V LLC and Omaha ABF
VII LLC, each as an Initial Class B Lender, and
each of the other lenders from time to time
party thereto
10.43 Form of Voting Agreement, by and among 8-K 001-35503 10.1 10/11/2025
Enova International, Inc., Grasshopper
Bancorp, Inc., and certain stockholders of
Grasshopper Bancorp, Inc.
116
10.44 Amendment No. 11 to Fourth Amended and
Restated Credit Agreement, dated as of October
10, 2025, by and among Receivable Assets of
OnDeck, LLC, the lenders party thereto and
Truist Bank, as Administrative Agent X
10.45 First Amendment to Note Issuance and
Purchase Agreement, dated as of October 17,
2025, by and among NetCredit LOC
Receivables 2024, LLC, the note purchasers
party thereto, Citibank, N.A. as Collateral
Trustee, and Midtown Madison Management
LLC, as Administrative Agent X
10.46 Amendment No. 3 to Credit Agreement and
Reaffirmation of Performance Guaranty, dated
as of November 7, 2025, by and among
OnDeck Receivables 2022, LLC, the lenders
from time to time parties thereto, BMO Capital
Markets Corp., as Administrative Agent and
Collateral Agent, and Enova International, Inc.,
as Performance Guarantor X
10.47 Amendment No. 9 to Credit Agreement, dated
as of November 14, 2025, among OnDeck
Receivables 2021, LLC, various lenders,
JPMorgan Chase Bank, N.A., as Administrative
Agent and Collateral Agent, and Deutsche Bank
Trust Company Americas, as Paying Agent X
10.48 Amendment No. 10 to Credit Agreement, dated
as of November 24, 2025, among OnDeck
Receivables 2021, LLC, various lenders,
JPMorgan Chase Bank, N.A., as Administrative
Agent and Collateral Agent, and Deutsche Bank
Trust Company Americas, as Paying Agent X
19.1 Enova International, Inc. Insider Trading Policy X
21.1 Subsidiaries of Enova International, Inc. X
23.1 Consent of Deloitte & Touche LLP X
31.1 Certification of Chief Executive Officer X
31.2 Certification of Chief Financial Officer X
32.1 Certification of Chief Executive Officer
pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 X
32.2 Certification of Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 X
97.1 Enova International, Inc. Policy for The 10-K 001-35503 97.1 2/18/2025
Recovery of Erroneously Awarded Incentive
Compensation
101.INS Inline XBRL Instance Document - the instance
document does not appear in the Interactive X(2)
117
Data File because its XBRL tags are embedded
within the Inline XBRL document.(1)
101.SCH Inline XBRL Taxonomy Extension Schema
with Embedded Linkbases Document(1) X(2)
104 Cover Page Interactive Data File (formatted as
Inline XBRL and contained in Exhibit 101) X(2)
* Indicates management contract or compensatory plan, contract or arrangement.
(1) Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i)
Consolidated Balance Sheets at December 31, 2025 and December 31, 2024; (ii) Consolidated Statements of Income for the years
ended December 31, 2025, December 31, 2024 and December 31, 2023; (iii) Consolidated Statements of Comprehensive Income
for the years ended December 31, 2025, December 31, 2024 and December 31, 2023; (iv) Consolidated Statements of
Stockholders’ Equity at December 31, 2025, December 31, 2024 and December 31, 2023; (v) Consolidated Statements of Cash
Flows for the years ended December 31, 2025, December 31, 2024 and December 31, 2023; and (vi) Notes to Consolidated
Financial Statements.
(2) Submitted electronically herewith.
ITEM 16. FORM 10-K SUMMARY
None.
118
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
ENOVA INTERNATIONAL, INC.
Date: February 20, 2026 By: /s/ STEVEN CUNNINGHAM
Steven Cunningham
Chief Executive Officer
Pursuant to the requirements of the Securities and Exchange Act of 1934, the report has been signed by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ STEVEN CUNNINGHAM Chief Executive Officer and Director February 20, 2026
Steven Cunningham (Principal Executive Officer)
/s/ SCOTT CORNELIS Chief Financial Officer February 20, 2026
Scott Cornelis (Principal Financial Officer)
/s/ JAMES J. LEE Chief Accounting Officer February 20, 2026
James J. Lee (Principal Accounting Officer)
/s/ DAVID FISHER Chairman of the Board of Directors, February 20, 2026
David Fisher Executive Chairman
/s/ ELLEN CARNAHAN Director February 20, 2026
Ellen Carnahan
/s/ LINDSAY CORBY Director February 20, 2026
Lindsay Corby
/s/ DANIEL R. FEEHAN Director February 20, 2026
Daniel R. Feehan
/s/ WILLIAM M. GOODYEAR Director February 20, 2026
William M. Goodyear
/s/ JAMES A. GRAY Director February 20, 2026
James A. Gray
/s/ GREGG A. KAPLAN Director February 20, 2026
Gregg A. Kaplan
/s/ MARK MCGOWAN Director February 20, 2026
Mark McGowan
/s/ LINDA JOHNSON RICE Director February 20, 2026
Linda Johnson Rice
/s/ MARK A. TEBBE Director February 20, 2026
Mark A. Tebbe
119
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