Atlanticus Holdings Corp

December 31, 2025 and 2024

Our accompanying consolidated financial statements include the accounts of Atlanticus Holdings Corporation (the "Company") and those entities we control.

We are a purpose driven financial technology company. We are primarily focused on facilitating consumer credit through the use of our financial technology and related services. We provide technology and other support services to lenders who offer an array of financial products and services, including private label and general purpose card products, to consumers who* mayhave been declined by other providers of credit. Private label and general purpose card products are originated by The Bank of Missouri, WebBank and First Bank and Trust (collectively, our “bank partners”). Our bank partners originate these accounts through multiple channels, including retail and healthcare point-of-sale locations, direct mail solicitation, digital marketing and partnerships withthird* parties.

In these Notes to Consolidated Financial Statements, "receivables" or "loans" typically refer to receivables we have purchased from our bank partners or from otherthird parties.

We are principally engaged as a program manager, providing a technology platform and corresponding services to lenders in the U.S. to assist those lenders with offering products to consumers. These lenders pay us a fee and, in most circumstances, the lenders are then obligated to sell us the receivables they generate from these products. We acquire these receivables for the principal amount of the loan. For certain of our receivables, we also receive merchant fees from our retail partners that are used to enhance our returns for those receivables.

We compensate our bank partners monthly for the regulatory oversight they provide associated with our acquired receivables, the underlying accounts of which they continue to own and service. This compensation is based on both fixed and variable components dependent on the underlying performance of the acquired receivables (collectively, "Bank partner fees"). As we are obligated to compensate our bank partners for the duration of the underlying account, we recognize the fair value of these Bank partner fees within Card and loan servicing on the accompanying consolidated statements of income on the date we acquire the underlying receivable.

We service the underlying receivables on behalf of our bank partners by providing and/or managing the ongoing customer service activities in the form of processing payments, providing regular notices of statement activity, and resolving customer complaints, billing disputes, and fraud claims. Our bank partners continue to own the underlying consumer accounts that they originate and provide regulatory oversight in the form of reviewing, approving the development of consumer finance programs and approving all related marketing materials, establishing the policies and procedures that govern the operation of the consumer finance programs, reviewing and approving customer complaint correspondence, performing ongoing compliance monitoring and testing and audits of the consumer finance programs, and providing settlement services between us and our retail partners. From time to time, we also purchase receivables portfolios fromthird parties other than our bank partners. These products and services are reported throughtwo reportable segments, Credit as a Service ("CaaS") and Auto Finance.

Within our CaaS segment, we apply our technology solutions, in combination with the experiences gained, and infrastructure built from servicing*$50* billion in consumer loans over more than30 years of operating history, to support lenders in offering more inclusive financial services. These products include private label credit cards using the Fortiva and Curae brand names as well as merchant associated brands. Private label credit products associated with the healthcare space are generally issued under the Curae brand while all other retail partnerships, including those in consumer electronics, furniture, elective medical procedures, and home-improvement use the Fortiva brand or use our retail partners’ brands. General purpose credit cards use the Aspire, Imagine, Mercury and Fortiva brand names. Our flexible technology solutions allow our bank partners to integrate our paperless process and instant decisioning platform with the existing infrastructure of participating retailers, healthcare providers and other service providers. Using our technology and proprietary predictive analytics, lenders can make instant credit decisions utilizing hundreds of inputs from multiple sources and thereby offer credit to consumers overlooked by many providers of financing that focus exclusively on consumers with higher FICO scores. Atlanticus’ decisioning platform is enhanced by artificial intelligence and machine learning, enabling fast, sound decision-making when it matters most.

We also report within our CaaS segment:1) servicing income; and2) gains or losses associated with notes receivable and equity investments previously made in consumer technology platforms. These include investments in companies engaged in mobile technologies, marketplace lending and other financial technologies.None of these companies are publicly-traded, and the carrying values of our investments in these companies arenot material.

Within our Auto Finance segment, our CAR subsidiary operations principally purchase and/or service loans secured by automobiles from or for, and also provide floor plan financing for, a pre-qualified network of independent automotive dealers and automotive finance companies in the buy-here, pay-here, used car business. We purchase auto loans at a discount and with dealer retentions or holdbacks that provide risk protection. Also within our Auto Finance segment, we are providing certain installment lending products in addition to our traditional loans secured by automobiles.

Rules enacted by the Consumer Financial Protection Bureau ("CFPB") which could limit the late fees charged to consumers were vacated in* April 2025.The Courts determined that the CFPB violated the Credit Card Accountability and Disclosure Act's and the Administrative Procedure Act requirement that penalty fees be "reasonable and proportional" to the violation. In order to mitigate these impacts and continue to serve consumers, our bank partners took a number of steps, from modifying products and policies (such as further tightening the criteria used to evaluate new loans) to changing prices (including increasing interest rates and fees charged to consumers) which are included in our fair value calculations. See Note7* "Fair Values of Assets and Liabilities" for more information on our fair value measurements.

F-7

On* September 11, 2025,*the Company closed the acquisition of all outstanding equity interests of Mercury Financial LLC (“Mercury”), a leading data- and tech-centric credit card platform utilized by bank partners to provide credit cards to near-prime consumers in the U.S. The acquisition aligns with Atlanticus’ strategic objective to expand its consumer credit offerings and increase scale within its credit card operations. At the closing, Mercury became a wholly owned subsidiary of the Company.

The total purchase consideration was approximately $166.5 million in cash. In addition to the purchase consideration, the seller has the opportunity under the purchase agreement to receive earn out payments for up tothree years following the closing of the acquisition in an amount equal to 75% of the amount by which the charge-offs of Mercury’s acquired receivables are less than agreed-upon charge-off levels over a limited period of time. We have determined the contingent consideration meets the definition of a derivative instrument under Accounting Standards Codification ("ASC")815, "Derivatives and Hedging". We have recorded a fair value liability of $40.0 million, associated with the derivative, within Accounts payable and accrued expenses on the accompanying consolidated balance sheets, calculated using internally-developed estimates. These estimates on performance of the acquired portfolio include expected credit losses, payment rates, servicing costs, discount rates and yields earned on our general purpose credit card receivables. See Note7, "Fair Values of Assets and Liabilities" for more information.

As a result of the acquisition, the Company added approximately $3.2 billion in gross credit card receivables, assumed $2.8 billion in collateralized debt and increased the number of customers served on behalf of our bank partners by 1.3 million. Additionally, the Company acquired certain identifiable finite-lived intangible assets primarily associated with internally developed software. The Company expensed approximately $2.5 million of acquisition costs and approximately $4.3 million ofone-time severance costs within Other expense and Salaries and benefits, respectively, within the CaaS segment, during the year ended* December 31, 2025.The consolidated statement of operations includes, for the year ended December 31, 2025,Mercury’s operating results from September 11, 2025through December 31, 2025.For that period, Mercury contributed approximately $309.0 million of revenue and $6.2 million of net income. See Note7* "Fair Values of Assets and Liabilities" and Note11 "Notes Payable" for more information on the acquired credit card receivables and assumed debt obligations and see Note3 "Significant Accounting Policies and Consolidated Financial Statement Components" for more information on our finite-lived intangible assets.

The acquisition was accounted for as an asset acquisition under ASC805, "Business Combinations" as substantially all of the fair value of the assets acquired were concentrated in a group of similar assets. Fair values of assets acquired and liabilities assumed were determined using management estimates andthird-party valuations (e.g., replacement cost method).

The following is a summary of significant accounting policies we follow in preparing our consolidated financial statements, as well as a description of significant components of our consolidated financial statements. The consolidated financial statements furnished have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and reflect all normal and recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the periods presented. The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of our consolidated financial statements, as well as the reported amounts of revenues and expenses during each reporting period. We base these estimates on information available to us as of the date of the financial statements. Actual results could differ materially from these estimates. Certain estimates, such as credit losses, payment rates, servicing costs, discount rates and yields earned on credit card receivables, significantly affect the reported amount (and changes thereon) of our Loans at fair value and certain Accounts payable and accrued expenses (carried at fair value), on our consolidated balance sheets and consolidated statements of income.

Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The Company’s policy is to consolidate the financial statements of entities in which it has a controlling financial interest. The Company determines whether it has a controlling financial interest in an entity by evaluating whether the entity is a voting interest entity or variable interest entity ("VIE") and if the accounting guidance requires consolidation. For more information on the Company's VIEs, see Note9 "Variable Interest Entities".

Unrestricted Cash and Cash Equivalents

Unrestricted cash and cash equivalents consist of cash, money market investments and overnight deposits. We consider all highly liquid cash investments with low interest rate risk and original maturities ofthree months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. We maintain unrestricted cash and cash equivalents for general operating purposes. We maintain our cash and cash equivalents in accounts at regulated domestic financial institutions in amounts that exceed FDIC insured amounts. All cash balances are maintained at well capitalized institutions.

Restricted Cash and Cash Equivalents

Restricted cash includes certain collections on loans, interest and fees receivable, the cash balances of which are required to be distributed to noteholders under our debt facilities. Our restricted cash balances also include minimum cash balances held in accounts at the request of certain of our business partners.

F-8

Loans, Interest and Fees Receivable

We maintaintwo categories of Loans on our consolidated balance sheets: those that are carried at fair value (Loans at fair value) and those that are carried at net amortized cost (Loans at amortized cost). For our Loans at fair value (within our CaaS segment), we discontinue the recognition of interest and fees when the receivable becomes contractually90 or more days past due. For our Loans at amortized cost (within our Auto Finance segment), we continue interest and fee billings until the time of charge-off if there is adequate value associated with the underlying asset serving as collateral for the receivable. Once a loan discontinues accruing interest and fees it is ineligible to return to accrual status. We charge off receivables underlying our Loans at fair value, against our Changes in fair value of loans, when they become contractually more than180 days past due, or120 days past due if they are enrolled in an installment loan product. We charge off our Loans at amortized cost receivables, against our Allowance for credit losses, when they become contractually between120 and180 days past due. For all of our receivables portfolios, we charge off receivables within30 days of notification and confirmation of a customer’s bankruptcy or death. However, in some cases of death, we donot charge off receivables if there is a surviving, contractually liable individual or estate large enough to pay the debt in full.

Loans at fair value. Loans at fair value represent receivables for which we have elected the fair value option (the "Fair Value Receivables"). The Fair Value Receivables are held by entities that qualify as VIEs, and are consolidated onto our consolidated balance sheets, some portfolios of which are unencumbered and some of which are still encumbered under structured or other financing facilities. Loans and finance receivables include accrued and unpaid interest and fees. All receivables associated with private label credit and general purpose credit cards are included within this category of receivables.

Under the fair value option, fees such as annual fees are taken into income when billed to the consumer or upon loan acquisition and any cost associated with the loan acquisition are expensed in the period incurred. The Company estimates the fair value of the loans using a discounted cash flow model, which considers various unobservable inputs such as credit losses, payment rates, servicing costs, discount rates and yields earned on credit card receivables. The Company reevaluates the fair value of loans receivable at the close of each measurement period. Changes in the fair value of loans are recorded as a component of "Changes in fair value of loans" in the consolidated statements of income in the period of the fair value changes. Changes in the fair value of loans include the impact of current period charge-offs associated with these receivables.

Further details concerning our loans at fair value are presented within Note7, "Fair Values of Assets and Liabilities."

Loans at amortized cost, net. Our loans at amortized cost, net, currently consist of receivables associated with our Auto Finance segment’s operations and are presented in the consolidated balance sheets net of the related allowance for credit losses and deferred revenue. We purchased auto loans with outstanding principal of $196.7 million and $209.6 million for the years ended* December 31, 2025and2024,* respectively, through our prequalified network of independent automotive dealers and automotive finance companies.

We show an allowance for credit losses for our loans at amortized cost. A considerable amount of judgment is required to assess the ultimate amount of expected losses on loans at amortized cost, and we regularly evaluate and update our methodologies to determine the most appropriate allowance necessary. Our loans at amortized cost consist of smaller-balance, homogeneous loans in our Auto Finance segment. These loans are further divided into pools based on common characteristics such as contract or acquisition channel. For each pool, we determine the necessary allowance for credit losses using reasonable and supportable forecasts that analyze some or all of the following attributes unique to each type of receivable pool: historical loss rates on similar loans; current delinquency and roll-rate trends which* mayindicate consumer loss rates in excess or less than those which historical trends might suggest; the effects of changes in the economy on consumers such as inflation or other macroeconomic changes; changes in underwriting criteria; unfunded commitments (to the extent they are unconditional), and estimated recoveries. The aforementioned inputs are calculated using historical trends over the most recenttwo* year period, and adjusted as needed for current trends and reasonable and supportable forecasts. We* mayindividually evaluate a receivable or pool of receivables for credit losses if circumstances indicate that the receivable or pool of receivables may*be at higher risk for non-performance than other receivables (e.g., if a particular retail or auto-finance partner has indications of nonperformance (such as a bankruptcy) that could impact the underlying pool of receivables we purchased from the partner).

Certain of our loans at amortized cost also contain components of deferred revenue related to loan discounts on the purchase of our auto finance receivables. As of* December 31, 2025and December 31, 2024,*the weighted average remaining accretion period for the $20.1 million and $19.8 million of deferred revenue reflected in the consolidated balance sheets was 22 and 24 months, respectively.

F-9

A roll-forward (in millions) of our allowance for credit losses by class of receivable is as follows:

1) For the years ended* December 31, 2024and2025,* we recorded a provision for credit losses associated with our notes receivable from consumer technology platforms that are included in Prepaid expenses and other assets on our consolidated balance sheets.

Recoveries, noted above, consist of amounts received from the efforts ofthird-party collectors. All proceeds received, associated with charged-off accounts, are credited to the allowance for credit losses.

Delinquent loans at amortized cost reflect the principal, fee and interest components of loans we didnot collect on or prior to the contractual due date and are considered "past due". Amounts we believe we willnot ultimately collect are included as a component in our overall allowance for credit losses.

We consider loan delinquencies a key indicator of credit quality because this measure provides the best ongoing estimate of how a particular class of receivables is performing. An aging of our delinquent loans at amortized cost (in millions) as of* December 31, 2025and December 31, 2024*is as follows:

Loan Modifications and Restructurings

We review our Loans at amortized cost, net, associated with our Auto Finance segment’s operations to determine if any modifications for borrowers experiencing financial difficulty were made that would qualify the receivable as a Financial Difficulty Modification ("FDM"). This could include a restructuring of the loan terms to alleviate the burden of the borrower's near-term cash requirements, such as a modification of terms to reduce or defer cash payments to help the borrower attempt to improve its financial condition. For the years ended* December 31, 2025and2024,* no Loans at amortized cost qualified as a FDM.

F-10

Property at Cost, Net of Depreciation

We record our property at cost less accumulated depreciation or amortization. We compute depreciation expense using the straight-line method over the estimated useful lives of our assets, which are approximately 3 years for computers and software and 5 years for furniture, fixtures and equipment. We amortize leasehold improvements over the shorter of their estimated useful lives or the terms of their respective underlying leases.

We periodically review our property to determine if it is impaired. We incurredno impairment costs in the years ended* December 31,*2025 and2024.

Intangible Assets and Amortization

As part of the acquisition of Mercury, we acquired $32.4 million of identifiable finite-lived intangible assets primarily associated with internally developed software. These intangible assets are carried at the fair value at acquisition less accumulated amortization. Amortization is computed on a straight-line basis over the useful lives of the related assets which is estimated to be 5 years from the date of acquisition. Details of our finite-lived intangible assets were as follows (in thousands):

Amortization expense related to these finite-lived intangible assets was $2.2 million for the year ended* December 31, 2025,and is included within depreciation and amortization in the consolidated statements of income. Aggregate amortization expense of our intangible assets for the nextfive* years is as follows (in thousands):

Leases

We determine if an arrangement contains a lease at inception, and leases are classified as either operating or finance leases at the lease commencement date. An arrangement contains a lease if it implicitly or explicitly identifies an asset to be used and conveys the right to control the use of the identified asset in exchange for consideration. Right-of-use ("ROU") assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized upon commencement of the lease based on the present value of the lease payments over the lease term. When readily determinable, we use the implicit rate within the lease. As most of our leases donot provide an implicit interest rate, we generally use our incremental borrowing rate. The incremental borrowing rate is based on the estimated rate of interest for fully collateralized and fully amortizing borrowings over a similar term as the lease payments at commencement date. The incremental borrowing rate is used to determine the present value of lease payments. Our expected lease terms* mayinclude options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating leases and short-term leases is recognized on a straight-line basis over the lease term. Expenses associated with operating leases are recorded in Other expenses on our Consolidated Statements of Income. Short-term leases with a term of12* months or less arenot capitalized.

Prepaid Expenses and Other Assets

Prepaid expenses and other assets include amounts paid tothird parties for marketing and other services as well as amounts owed to us bythird parties. Prepaid amounts are expensed as the underlying related services are performed. Also included are (1) ongoing deferred costs associated with service contracts and (2) notes receivable and equity investments in consumer technology platforms carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes.

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses reflect both the billed and unbilled amounts owed at the end of a period for services rendered as well as the fair value of our Bank partner fees associated with purchased receivables.

Rewards Liability

Certain of our credit card accounts are associated with customer reward programs, which allow the customer to earn rewards that can be redeemed for statement credits, gift cards, cash back or applied against purchases on certain online platforms. The amount of reward that a customer earns varies based on the terms and conditions of the reward program and product. When rewards are earned by a customer, rewards expense is recorded as an offset to interchange income, as a component of Other revenue (on our Consolidated Statements of Income), with a corresponding increase to the customer rewards liability within Accounts payable and accrued expenses (on our Consolidated Balance Sheets). The customer rewards liability is computed based on the estimated redemption cost of rewards earned and is reduced as rewards are redeemed. In estimating the customer rewards liability, the Company considers historical redemption and spending behavior, as well as the terms and conditions of the reward programs, among other factors. The Company expects that the majority of rewards earned by customers will eventually be redeemed.

F-11

Revenue Recognition and Revenue from Contracts with Customers

Consumer Loans, Including Past Due Fees

Consumer loans, including past due fees reflect interest income, including finance charges, and late fees on loans in accordance with the terms of the related customer agreements. These fees are recognized when assessed based upon the contractual terms of the loans. Discounts received associated with auto loans that arenot included as part of our Fair Value Receivables are deferred and amortized over the average life of the related loans using the effective interest method. Finance charges and fees, net of amounts that we consider uncollectible, are included in loans, interest and fees receivable and revenue when the fees are earned based upon the contractual terms of the loans. Retail partner incentives such as fee reductions or rebates are recorded as a reduction to revenue over the period the incentives are earned.

Merchant fees paid or received associated with the acquisition of Fair Value Receivables are recognized when the merchant confirms the transaction with us, which fulfills the terms of the associated merchant agreement. Our merchant agreements are defined at the transaction level and donot extend beyond the service already provided (i.e., each transaction is separate). We independently negotiate each agreement with separate counterparties and consider ourselves the principal in each agreement with our bank partners and retail partners. As such, we view the economic substance of our relationship with our retail partners as a service contract. The merchant fee is derived based on the value of the goods purchased from our retail partners and considers factors such as the consumer’s credit risk and the terms of our bank partners' related product offering.

Our service comprises a single performance obligation to facilitate the transaction between the retail partner and its consumer and the merchant fee is recognized into income when the retail partner successfully confirms the transaction, asno remaining obligations exist under the contract.

Fees and Related Income on Earning Assets

Fees and related income on earning assets primarily include fees associated with credit products such as annual fees, cash advance fees, and other fees. These fees are assessed based upon the contractual terms of the loans.

We recognize these fees as income when they are billed to the customers’ accounts. Fees and related income on earning assets, net of amounts that we consider uncollectible, are included in loans, interest and fees receivable and revenue when the fees are earned based upon the contractual terms of the loans.

Other revenue

Other revenue includes revenue from contracts with customers, which includes interchange revenues, servicing income, service charges and other customer related fees. We recognize these fees as income in the period earned.

Other non-operating income

Other non-operating income includes income (or loss) associated with investments in non-core businesses or other itemsnot directly associated with our ongoing operations.None of these companies are publicly-traded and there areno material pending liquidity events. We will continue to carry the investments on our books at cost minus impairment, if any, plus or minus changes resulting from observable price changes.

F-12

Revenue from Contracts with Customers

The majority of our revenue is earned from financial instruments and isnot included within the scope of ASC606, "Revenue from Contracts with Customers". We have determined that revenue from contracts with customers would primarily consist of merchant fees and interchange revenues in our CaaS segment and servicing revenue and other customer-related fees in both our CaaS segment and our Auto Finance segment. Interchange fees are earned when our customers’ cards are used over established card networks. We earn a portion of the interchange fee the card networks charge merchants for the transaction and these fees are settled daily. Additionally, within interchange revenues are network incentives which are earned when credit card transactions, associated with accounts we service, are processed through interchange networks. Servicing revenue is generated by meeting contractual performance obligations related to the collection of amounts due on receivables, and is settled with the customer net of our fee, which can be settled daily or monthly. Service charges and other customer related fees are earned from customers based on the occurrence of specific services and are paid by customers per the terms of their credit agreement. Merchant fees paid or received associated with the acquisition of Fair Value Receivables are recognized when the merchant confirms the transaction with us, which fulfills the terms of the associated merchant agreement.None of these revenue streams result in an ongoing obligation beyond what has already been rendered. Revenue from these contracts with customers is included in Consumer loans, including past due fees and Other revenue on our consolidated statements of income. Components (in thousands) of our revenue from contracts with customers is as follows:

(1) Interchange revenue is presented net of customer reward expense and includes network incentives for credit card transactions processed through interchange networks.

(2) Merchant fees are included Consumer loans, including past due fees on our consolidated statements of income.

Card and Loan Servicing Expenses

Card and loan servicing costs primarily include collections and customer service expenses and our Bank partner fees. Within this category of expenses are personnel, service bureau, cardholder correspondence and other direct costs associated with our collections and customer service efforts. Card and loan servicing costs also include outsourced collections and customer service expenses. We expense card and loan servicing costs as we incur them, with the exception of prepaid costs, which we expense over respective service periods. As we are obligated to compensate our bank partners for the duration of the underlying account, we also included changes in the fair value of the Bank partner fees in this category associated with purchased receivables.

Marketing and Solicitation Expenses

We expense broker fees and product solicitation costs, including printing, credit bureaus, list processing, telemarketing, postage, and internet marketing fees, as we incur these costs or expend resources.

F-13

Acquisitions

The Company follows the guidance in ASC805, "Business Combinations", for determining the appropriate accounting treatment for acquisitions. Accounting Standards Update ("ASU")2017-01, "Clarifying the Definition of a Business", provides an initial fair value screen to determine if substantially all of the fair value of the assets acquired is concentrated in a single asset or group of similar assets. If the initial screening test isnot met, the set is considered a business based on whether there are inputs and substantive processes in place. Based on the results of this analysis and conclusion on an acquisition’s classification of a business combination or an asset acquisition, the accounting treatment is derived.

If the acquisition is deemed to be a business, the purchase method of accounting is applied. Identifiable assets acquired and liabilities assumed at the acquisition date are recorded at fair value. If the transaction is deemed to be an asset acquisition, the cost accumulation and allocation model is used whereby the assets and liabilities are recorded based on the purchase price and allocated to the individual assets and liabilities based on relative fair values. See Note2 "Acquisition of Mercury Financial LLC" for further discussion on our recent acquisition.

Recent Accounting Pronouncements

In* December 2025,the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)2025-11, Interim Reporting (Topic270): Narrow-Scope Improvements*. The ASU clarifies existing interim disclosure requirements and establishes a principle requiring entities to disclose events that occur after the end of the most recent annual reporting period that have a material impact on the entity. The new guidance is effective for annual reporting periods beginning after* December 15, 2027,and interim periods within those annual reporting periods. Early adoption is permitted. The amendments are applied prospectively. We are currently evaluating the potential impact of adopting this new guidance on our financial statements and disclosures but the new guidance isnot* expected to have a significant impact to the Company’s consolidated financial statements when adopted.

In* November 2025,the FASB issued ASU2025*-08, Financial Instruments—Credit Losses (Topic326*): Purchased Loans*. The ASU requires purchased seasoned loans to be accounted for using a gross-up approach, which is intended to enhance comparability in accounting for acquired financial assets. The guidance is effective for public business entities for annual reporting periods beginning after* December 15, 2026,including interim periods within those annual reporting periods. Early adoption is permitted. We are currently evaluating the potential impact of adopting this new guidance on our financial statements and disclosures but the new guidance isnot* expected to have a significant impact to the Company’s consolidated financial statements when adopted.

In* July 2025,the FASB issued ASU2025*-05, "Financial Instruments – Credit Losses (Topic326): Measurement of Credit Losses for Accounts Receivable and Contract Assets", which improves transparency to provide all entities with a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic606. All entities* mayelect a practical expedient that assumes that current conditions as of the balance sheet date donot* change for the remaining life of the asset. The new guidance is effective for fiscal years beginning after* December 15, 2025,and interim reporting periods within those annual periods. Early adoption is permitted. We are currently evaluating the potential impact of adopting this new guidance on our financial statements and disclosures but the new guidance isnot* expected to have a significant impact to the Company’s consolidated financial statements when adopted.

In* November 2024,the FASB issued ASU2024*-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures" which requires disaggregated disclosure of income statement expenses for public business entities. The ASU doesnot change the expense captions an entity presents on the face of the income statement. Instead, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. The amendments in this Update are effective for annual reporting periods beginning after* December 15, 2026,and interim reporting periods beginning after December 15, 2027and early adoption of the amendments is permitted. We are currently evaluating the potential impact of adopting this new guidance on our financial statements and disclosures but the new guidance isnot* expected to have a significant impact to the Company’s consolidated financial statements when adopted.

In* December 2023,the FASB issued ASU2023*-09, "Income Taxes (Topic740): Improvements to Income Tax Disclosures" ("Topic740"). Topic740 modifies the rules on income tax disclosures to require entities to disclose (i) specific categories in the rate reconciliations, (ii) the income (loss) from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (iii) income tax expense or benefit from continuing operations (separated by federal, state and local, and foreign jurisdictions). Among other changes, Topic740 also requires entities to disclose their income tax payments to federal, state and local, and foreign jurisdictions, among other changes. The guidance was effective for annual periods beginning after* December 15, 2024.We adopted ASU2023*-09 for the year ended* December 31, 2025,and elected to apply the standard retrospectively to all periods presented. Adoption of this standard didnot* have a material effect on our consolidated financial statements, but it did result in additional income tax disclosures within Note13 "Income Taxes" to our consolidated financial statements.

F-14

We operate primarily withinone industry consisting oftwo reportable segments by which we manage our business. Ourtwo reportable segments are: CaaS and Auto Finance. The Company defines operating segments to be components of the Company for which discrete financial information is evaluated regularly by the Company’s Chief Executive Officer (our chief operating decision maker, "CODM") to allocate resources and evaluate financial performance. The CODM uses GAAP Income before income taxes to evaluate segment profitability as it provides the best insight into the segments overall economic performance. Income before income taxes is used regularly in the forecasting and budgeting process when assessing performance on a quarterly basis and making decisions about capital and personnel allocations.

Our CaaS segment includes the operations ofthree operating segments aggregated intoone reportable segment which includes our private label credit, our general purpose credit card receivables and those general purpose credit card receivables acquired as part of our acquisition of Mercury, all of which, through our bank partners, provide financing solutions to consumers. Our Auto Finance reportable segment purchases and/or service loans secured by automobiles and provides other financing options to independent automotive dealers and automotive finance companies. Thesetwo reportable segments were determined by management based on the characteristics of the underlying products, management structures and expected returns.

We haveno material amounts of long lived assets located outside of the U.S. and all revenue is generated within the U.S.

We measure the profitability of our reportable segments based on their income after allocation of specific costs and corporate overhead (Income before income taxes); however, our segment results donot reflect any charges for internal capital allocations among our segments. Company revenues, expenses and profitability are aggregated into these segments and presented to the CODM as detailed below. Overhead costs are allocated based on headcounts and other applicable measures to better align costs with the associated revenues. Income taxes are allocated to the individual segments whereby each operating segment determines income tax expense or benefit as if it filed a separate tax return.

Reportable segment information (in thousands) is as follows:

F-15

During the years ended* December 31, 2025and2024,* we repurchased and contemporaneously retired 363,380 shares and 79,354 shares of our common stock at an aggregate cost of $19.6 million and $2.2 million, respectively, pursuant to both open market and private purchases and the return of stock by holders of equity incentive awards to pay tax withholding obligations.

Preferred Stock

Our preferred stock consists of 7.625% Series B Cumulative Perpetual Preferred Stock (the "Series B preferred stock"), liquidation preference of $25.00 per share. We pay cumulative cash dividends on the Series B Preferred Stock, when and as declared by our Board of Directors, in the amount of $1.90625 per share each year, which is equivalent to 7.625% of the $25.00 liquidation preference per share.

No shares of Series B Preferred Stock were repurchased in the years ended* December 31, 2025and2024.*

ATM Programs

On* August 10, 2022,we entered into an At Market Issuance Sales Agreement (the "Preferred Stock Sales Agreement") providing for the sale by the Company of up to an aggregate offering price of $100.0 million of our (i) Series B preferred stock and (ii)6.125% Senior Notes due2026* (the*"2026* Senior Notes") from time to time through a sales agent, in connection with the Company's Series B preferred stock and2026 Senior Notes "at-the-market" offering program (the "Preferred Stock ATM Program"). On* August 26, 2024,we amended and restated the Preferred Stock Sales Agreement to remove our2026* Senior Notes and to include our 9.25% Senior Notes due2029 (the*"2029* Senior Notes") in the Preferred Stock ATM Program. On* December 29, 2023,the Company entered into an At-The-Market Sales Agreement (the "Common Stock Sales Agreement") providing for the sale by the Company of its common stock,no par value per share, up to an aggregate offering price of $50.0 million, from time to time to or through a sales agent, in connection with the Company’s common stock ATM Program ("Common Stock ATM Program"). Sales pursuant to both the Preferred Stock Sales Agreement and Common Stock Sales Agreement, if any, maybe made in transactions that are deemed to be "at-the-market offerings" as defined in Rule415* under the Securities Act of1933, as amended (the "Securities Act"), including sales made directly on or through the NASDAQ Global Select Market. The sales agents will make all sales using commercially reasonable efforts consistent with their normal trading and sales practices up to the amount specified in, and otherwise in accordance with the terms of, the placement notices.

During the years ended* December 31, 2025and2024,* we sold 282,952 shares and 44,618 shares, respectively, of our Series B preferred stock under our Preferred Stock ATM Program for net proceeds of $6.3 million and $1.1 million, respectively. During the years ended* December 31, 2025and2024,* no 2026 Senior Notes were sold under the Company's Preferred Stock ATM Program. During the years ended* December 31, 2025and2024,* we sold $38.9 million and $24.9 million, respectively, principal amount of our2029 Senior Notes under our Preferred Stock ATM Program for net proceeds of $38.2 million and $24.6 million, respectively.

During the years ended* December 31, 2025and2024,* we sold 200,000 common shares and 125,000 common shares, respectively, under the Company’s Common Stock ATM Program for net proceeds of $11.6 and $7.1 million, respectively.

On* November 26, 2014,we and certain of our subsidiaries entered into a Loan and Security Agreement with Dove Ventures, LLC, a Nevada limited liability company ("Dove"). The agreement provided for a senior secured term loan facility in an amount of up to $40.0 million at any time outstanding. On December 27, 2019,the Company issued 400,000 shares of its Series A Preferred Stock with an aggregate initial liquidation preference of $40.0 million, in exchange for full satisfaction of the $40.0 million that the Company owed Dove under the Loan and Security Agreement. Dividends on the preferred stock are 6% per annum (cumulative, non-compounding) and are payable as declared, and in preference to any dividends on common stock and Series B preferred stock, in cash. The Series A Preferred Stock is perpetual and hasno* maturity date. The Company* may,at its option, redeem the shares of Series A Preferred Stock at a redemption price equal to $100 per share, plus any accumulated and unpaid dividends. At the request of holders of a majority of the shares of Series A Preferred Stock, the Company shall offer to redeem all of the Series A Preferred Stock at a redemption price equal to$100* per share, plus any accumulated and unpaid dividends, at the option of the holders thereof. Upon the election by the holders of a majority of the shares of Series A Preferred Stock, each share of the Series A Preferred Stock is convertible into the number of shares of the Company’s common stock as is determined by dividing (i) the sum of (a)$100 and (b) any accumulated and unpaid dividends on such share by (ii) an initial conversion price equal to $10 per share, subject to certain adjustment in certain circumstances to prevent dilution. Given the redemption rights contained within the Series A Preferred Stock, we account for the outstanding preferred stock as temporary equity in the consolidated balance sheets. Dividends paid on the Series A Preferred Stock are deducted from Net income attributable to controlling interests to derive Net income attributable to common shareholders. The common stock issuable upon conversion of Series A Preferred Stock is included in our calculation of Net income attributable to common shareholders per share—diluted. See Note14, "Net Income Attributable to Controlling Interests Per Common Share" for more information.

Dove is a limited liability company owned bythree trusts. David G. Hanna is the sole shareholder and the President of the corporation that serves as the sole trustee ofone of the trusts, and David G. Hanna and members of his immediate family are the beneficiaries of this trust. Frank J. Hanna, III is the sole shareholder and the President of the corporation that serves as the sole trustee of the othertwo trusts, and Frank J. Hanna, III and members of his immediate family are the beneficiaries of these othertwo trusts.

On* November 14, 2019,a wholly owned subsidiary issued 50.5 million Class B preferred units at a purchase price of $1.00 per unit to an unrelatedthird* party. The units carried a 16% preferred return to be paid quarterly. In* March 2020,the subsidiary issued an additional 50.0 million Class B preferred units under the same terms. The proceeds from the transaction were used for general corporate purposes. During the year ended December 31, 2024,we redeemed 50.5 million of the Class B preferred units at $1.00 per unit plus accrued but unpaid interest thereon. In March 2025,we redeemed the remaining 50.0 million of Class B preferred units at $1.00 per unit plus accrued but unpaid interest thereon. In periods where present, we have included the issuance of these Class B preferred units as temporary noncontrolling interest on the consolidated balance sheets. Dividends paid on the Class B preferred units were deducted from Net income attributable to controlling interests to derive Net income attributable to common shareholders. See Note14,* "Net Income Attributable to Controlling Interests Per Common Share" for more information.

F-16

Fair value is defined as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

We update our fair value analysis each quarter, with changes since the prior reporting period reflected as a component of "Changes in fair value of loans" in the consolidated statements of income. Changes in yields, purchase and payment rates, servicing rates, realized and projected credit loss rates and discount rates will lead to changes in the fair value of loans and therefore impact earnings. Further, our retail asset typically has seasonal growth during the summer months, impacting the fair value of assets.

Fair value differs from amortized cost accounting in the following ways:

For receivables that are carried at net amortized cost, we include disclosures of the fair value of such receivables to the extent practicable within the disclosures below.

Where applicable, we account for our financial assets and liabilities at fair value based upon athree-tiered valuation system. In general, fair values determined by Level1 inputs use quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. Fair values determined by Level2 inputs use inputs other than quoted prices included in Level1 that are observable for the asset or liability, either directly or indirectly. Level2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. Level3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. Where inputs used to measure fair value* may*fall into different levels of the fair value hierarchy, the level in the fair value hierarchy within which the fair value measurement in its entirety has been determined is based on the lowest level input that is significant to the fair value measurement in its entirety.

Valuations and Techniques for Assets

Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The table below summarizes (in thousands) by fair value hierarchy the* December 31, 2025and December 31, 2024fair values and carrying amounts of (1) our assets that are carried at fair value in our consolidated financial statements and (2) our assetsnot* carried at fair value, but for which fair value disclosures are required:

For those asset classes above that are carried at fair value in our consolidated financial statements, gains and losses associated with fair value changes are detailed on our consolidated statements of income as a component of Changes in fair value of loans. Variations in thethree month U.S. Treasury bill rate over the measurement period are used to determine the portion of change in fair value considered to be attributable to changes in instrument-specific credit risk. These variations are applied to the period end discount rate we use to determine fair value. For our loans included in the above table, we assess the fair value of these assets based on our estimate of future cash flows net of servicing costs. For the years ended* December 31, 2025and2024,* we estimate the portion of fair value changes considered to be attributable to changes in instrument-specific credit risk to be $8.6 million and $14.3 million, respectively.

F-17

For Level3 assets carried at fair value measured on a recurring basis using significant unobservable inputs, the following table presents (in thousands) a reconciliation of the beginning and ending balances for the years ended* December 31, 2025and2024:*

The unrealized gains and losses for assets within the Level3 category presented in the tables above include changes in fair value that are attributable to both observable and unobservable inputs.

**Loans at Fair Value.The fair value of Loans at fair value is based on the present value of future cash flows using a valuation model of expected cash flows and the estimated cost to service and collect those cash flows. We estimate the present value of these future cash flows using internally-developed estimates of assumptionsthird-party market participants would use in determining fair value, including estimates of credit losses, payment rates, servicing costs, discount rates and yields earned on private label credit and general purpose credit card receivables. We forecast the cash flows underlying our fair value assessment based on the individual offer type (in the case of general purpose credit cards) or by specific offers at our retail partners (for private label credit). While overall product return requirements among the offer types maybe similar, the individual product offerings necessary to achieve those returns is often unique to each offer and retailer based on several factors, including acceptance rates of the offers by consumers and underlying consumer performance data which varies by offer type.

Our fair value models include market degradation to reflect the possibility of delinquency rates increasing in the near term (and the corresponding increase in charge-offs and decrease in payments) above the level that current trends would suggest.

The fair value of loans we acquire associated with our retail partners are typically lower than the aggregate unpaid gross balance of the underlying loans due to loan originations by our bank partners that contain below market interest rates or fees charged to consumers. Under agreements with our bank partners, we are required to purchase these receivables for amounts that* may*be in excess of fair value. In these instances, a fair value assessment that is less than the purchase price of the receivable can occur on the date we initially acquire the receivable, resulting in a loss on acquisition of the receivable. This negative fair value assessment is included in Changes in fair value of loans on our consolidated statements of income.

In cases where we acquire receivables below market rates, we charge merchant fees to our retail partners to facilitate the transaction and ensure we earn adequate returns. These merchant fees are based on the value of the goods purchased from our retail partners, the consumer’s credit risk and the terms of our bank partners' related product offering. These fees are recognized upon completion of our services, which coincides with the funding of the loan by our bank partners, in Consumer loans, including past due fees on our consolidated statements of income. These merchant fees often offset the negative impact of the initial acquisition of the underlying receivable. As such, it isnot always necessary for us to collect the aggregate unpaid gross balance of the underlying receivable to achieve desired returns.

F-18

Valuations and Techniques for Liabilities

Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the liability. The table below summarizes (in thousands) by fair value hierarchy the* December 31, 2025and2024* fair values and carrying amounts of our liabilitiesnot carried at fair value, but for which fair value disclosures are required:

***Bank partner fees.*Bank partner fees carried at fair value in accordance with ASC815, reflect the estimated fair value of future compensation we owe our bank partners associated with the regulatory oversight and other services they provide on our acquired receivables, the underlying accounts of which they continue to own and service. This compensation is based on both a fixed and variable component, dependent on the underlying performance of the acquired receivables. We estimate the present value of this compensation using internally-developed estimates of payment rates and discount rates. We recognize the fair value of these Bank partner fees within Card and loan servicing on the accompanying consolidated statements of income on the date we acquire the underlying receivable with the corresponding liability recorded within Accounts payable and accrued expenses on the accompanying consolidated balance sheets.

Contingent consideration. **As part of our acquisition of Mercury, the seller has the opportunity under the purchase agreement to receive earn out payments for up tothree years following the closing of the acquisition in an amount equal to 75% of the amount by which the charge-offs of Mercury’s acquired receivables are less than agreed-upon charge-off levels over a limited period of time. We have determined the contingent consideration meets the definition of a derivative instrumentnot designated as a hedge under ASC815. We have recorded the derivative at fair value within Accounts payable and accrued expenses on the accompanying consolidated balance sheets, calculated using internally-developed estimates in a Monte Carlo simulation. For each simulation path, the contingent consideration payments are calculated based on the contractual terms, and then discounted at the term-matched risk free rate plus a credit spread. The value of the contingent consideration is calculated as the average present value over all simulated paths. Key assumptions used in the projection included the expected charge off rates and estimated volatility of these charge off rates. We recognize changes in the fair value of this contingent consideration within Other operating expense on the accompanying consolidated statements of income with the corresponding liability recorded within Accounts payable and accrued expenses on the accompanying consolidated balance sheets.

F-19

For our credit and debt facilities where market prices arenot available, we assess the fair value of these liabilities based on our estimate of future cash flows generated from their underlying credit card receivables collateral, net of servicing compensation required under the note facilities. We have evaluated the fair value of ourthird party debt by analyzing repayment terms and credit spreads included in our recent financing arrangements to those of our existing facilities. See Note11, "Notes Payable," for further discussion on our other notes payable.

For Level3 liabilities carried at fair value measured on a recurring basis using significant unobservable inputs, the following table presents (in thousands) a reconciliation of the beginning and ending balances for the years ended* December 31, 2025:*

The following key unobservable assumptions were used in the fair value measurement of our liabilities carried at fair value:

Other Relevant Data

Other relevant data (in thousands) as of* ** December 31, 2025** and ** December 31, 2024* concerning certain assets and liabilities we carry at fair value are as follows:

F-20

Details (in thousands) of our property on our consolidated balance sheets are as follows:

Depreciation expense totaled $3.6 million and $2.7 million for the years ended* December 31, 2025* and2024, respectively.

The Company contributes the vast majority of receivables to VIEs. These entities are sometimes established to facilitatethird party financing. When assets are contributed to a VIE, they serve as collateral for the debt securities issued by that VIE. The evaluation of whether the entity qualifies as a VIE is based upon the sufficiency of the equity at risk in the legal entity. This evaluation is generally a function of the level of excess collateral in the legal entity. We consolidate VIEs when we hold a variable interest and we have exposure to loss that has the potential to be significant and therefore, are the primary beneficiary. Through our role as servicer, we have the responsibility to service the receivables (in accordance with defined servicing procedures on behalf of our bank partner), and as such, have the ability to significantly impact the economic performance of those VIEs. In certain circumstances we guarantee the performance of the underlying debt or agree to contribute additional collateral when necessary, which results in retention of exposure to loss that has the potential to be significant. As a result, the Company is the primary beneficiary and consolidates the VIEs. When collateral is pledged, it isnot available for the general use of the Company and can only be used to satisfy the related debt obligation. The results of operations and financial position of consolidated VIEs are included in our consolidated financial statements. The Company consolidates all VIEs.

The following table presents a summary of VIEs in which we had continuing involvement and held a variable interest (in millions):

F-21

We have operating leases primarily associated with our corporate offices, ancillary office locations associated with our recent acquisition of Mercury and regional service centers. Additionally, we have operating leases for certain equipment. Our leases have remaining lease terms of 1 to 10 years, some of which include options, at our discretion, to extend the leases for additional periods generally onone-year revolving periods. Other leases allow for us to terminate the lease based on appropriate notification periods. For certain of our leased offices, we sublease a portion of the unoccupied space. The components of lease expense associated with our lease liabilities and supplemental cash flow information related to those leases were as follows (dollar amounts in thousands):

As of* December 31, 2025*, scheduled payments of lease liabilities were as follows (in thousands):

As part of our recent acquisition of Mercury, we assumedtwo separate operating leases for offices in Wilmington, Delaware and Austin, Texas. The leases cover approximately 30,000 square feet combined and have remaining terms of approximately 2 and 1 years, respectively. Obligations under these leases are included in the tables above. A right-of-use asset and liability was recorded associated with these leases.

In* August 2021,we entered into an operating lease agreement for our corporate headquarters in Atlanta, Georgia (the "Headquarters lease") with an unaffiliatedthird* party. This Headquarters lease initially covered approximately 73,000 square feet and commenced in* June 2022for a 146 month term. In connection with the commencement of this lease, we discontinued most of the subleasing arrangements withthird* parties for space at our corporate headquarters. A right-of-use asset and liability was recorded at the commencement date of this lease.

We exercised an expansion right under the Headquarters lease to add an additional26,133 square feet (the "Expansion space") at our corporate headquarters. The Expansion space term commenced on* December 23, 2024.*The Expansion space co-terminates with the Headquarters lease. The other lease terms for the Expansion space are the same as those for the initial space leased under the Headquarters lease. The total remaining commitment under the Headquarters lease and Expansion space lease is approximately $30.1 million and is included in the table above.

In addition, we occasionally lease certain equipment under cancelable and non-cancelable leases, which are accounted for as capital leases in our consolidated financial statements. As of* December 31, 2025,we hadno* material non-cancelable capital leases with initial or remaining terms of more thanone year.

F-22

Maturities and paydown requirements on notes payable, senior notes and other debt are as follows (in millions):

Notes Payable, at Face Value

Notes payable outstanding (as amended) as of* December 31, 2025* and* ** December 31, 2024* that are secured by the financial and operating assets of either the borrower, another of our subsidiaries or both, include the following, scheduled (in millions); except as otherwise noted, the assets of our holding company (Atlanticus Holdings Corporation) are subject to creditor claims under these scheduled facilities:

As of* December 31, 2025*, the Prime Rate was 6.75%, the Term Secured Overnight Financing Rate ("Term SOFR") was 3.69% and the Secured Overnight Financing Rate ("SOFR") was 3.87%.

F-23

Revolving loans in the table above* maybe drawn upon to the extent of outstanding eligible receivables. Revolving loans are also subject to some or all of the following affirmative covenants (among others): coverage ratios, leverage ratios, liquidity, eligibility, payment, delinquency, charge off or collateral performance tests, the failure of which could result in required early repayment of all or a portion of the outstanding balance. As of December 31, 2025,*we were in compliance with the covenants underlying our various notes payable and credit facilities.

The following facilities were repaid during the period:

In* June 2021,we (through a wholly owned subsidiary) sold $300.0 million of ABS. The facility was repaid in November 2025 ($300.0 million outstanding at December 31, 2024).*

In* November 2021,we (through a wholly owned subsidiary) sold $300.0 million of ABS. The facility was repaid in May 2025 ($283.3 million outstanding at December 31, 2024).*

In* September 2022,we (through a wholly owned subsidiary) sold $100.0 million of ABS. The facility was repaid in July 2025 ($100.0 million outstanding at December 31, 2024).*

In* November 2023,we (through a wholly owned subsidiary) sold $150.0 million of ABS. The facility was repaid in November 2025 ($150.0 million outstanding at December 31, 2024).*

In* July 2024,we (through a wholly owned subsidiary) sold $150.0 million of ABS secured by certain private label credit receivables. In conjunction with this financing, we (through a wholly owned subsidiary) also entered a revolving credit facility with a $32.8 million revolving limit. The facilities were repaid April**2025* ($140.0 million and $30.0 million outstanding, respectively, at* December 31, 2024).*

Senior Notes, net

In* November 2021,we issued $150.0 million aggregate principal amount of2026* Senior Notes. The2026 Senior Notes are general unsecured obligations of the Company and rank equally in right of payment with all of the Company’s existing and future senior unsecured and unsubordinated indebtedness, and will rank senior in right of payment to the Company’s future subordinated indebtedness, if any. The2026 Senior Notes are effectively subordinated to all of the Company’s existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness, and the2026 Senior Notes are structurally subordinated to all existing and future indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries (excluding any amounts owed by such subsidiaries to the Company). The2026 Senior Notes bear interest at the rate of 6.125% per annum. Interest on the2026 Senior Notes is payable quarterly in arrears on* February 1,** May 1,** August 1and November 1of each year. The2026* Senior Notes will mature on* November 30, 2026.We are amortizing fees associated with the issuance of the2026* Senior Notes into interest expense over the expected life of such notes. Amortization of these fees for the years ended* December 31, 2025and2024* totaled $1.4 million and $1.4 million, respectively. We repurchased $12.5 million and $0.4 million of the outstanding principal amount of these2026 Senior Notes in the years ended* December 31, 2025and2024,* respectively.

In* Januaryand February 2024,we issued an aggregate of $57.2 million aggregate principal amount of2029* Senior Notes. In* July 2024,we issued an additional $60.0 million aggregate principal amount of the2029* Senior Notes. The2029 Senior Notes are general unsecured obligations of the Company and rank equally in right of payment with all of the Company’s existing and future senior unsecured and unsubordinated indebtedness, and will rank senior in right of payment to the Company’s future subordinated indebtedness, if any. The2029 Senior Notes are effectively subordinated to all of the Company’s existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness, and the2029 Senior Notes are structurally subordinated to all existing and future indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries (excluding any amounts owed by such subsidiaries to the Company). The2029 Senior Notes bear interest at the rate of 9.25% per annum. Interest on the2029 Senior Notes is payable quarterly in arrears on* January 15,** April 15,** July 15and October 15of each year. The2029* Senior Notes will mature on* January 31, 2029.We are amortizing fees associated with the issuance of the2029* Senior Notes into interest expense over the expected life of such notes. Amortization of these fees for the years ended* December 31, 2025and2024* totaled $1.4 million and $0.8 million, respectively.

In* August 2025,we issued $400.0 million principal amount of 9.750% Senior Notes due2030* (the*"2030* Senior Notes"). The2030 Senior Notes bear interest at the rate of 9.75% per annum. Interest on the2030 Senior Notes is payable semi-annually in arrears on* March 1and September 1of each year. The2030* Senior Notes will mature on* September 1, 2030.We are amortizing fees associated with the issuance of the2030* Senior Notes into interest expense over the expected life of such notes. Amortization of these fees for the year ended* December 31, 2025*totaled $0.3 million.

The2026 Senior Notes,2029 Senior Notes and2030 Senior Notes are collectively included on our consolidated balance sheet as "Senior Notes, net." See Note5 "Shareholders' Equity and Preferred Stock" for more information.

F-24

General

Under finance products available in the private label credit and general purpose credit card channels, consumers have the ability to borrow up to the maximum credit limit assigned to each individual’s account. Unfunded commitments under these products aggregated $6.9 billion at* December 31, 2025.*We have never experienced a situation in which all borrowers have exercised their entire available lines of credit at any given point in time, nor do we anticipate this will ever occur in the future. Moreover, there would be a concurrent increase in assets should there be any exercise of these lines of credit.

Additionally, our CAR operations provide floor-plan financing for a pre-qualified network of independent automotive dealers and automotive finance companies in the buy-here, pay-here used car business. The floor plan financing allows dealers and finance companies to borrow up to the maximum pre-approved credit limit allowed in order to finance ongoing inventory needs. These loans are secured by the underlying auto inventory and, in certain cases where we have other lending products outstanding with the dealer, are secured by the collateral under those lending arrangements as well, including any outstanding dealer reserves. As of* December 31, 2025,CAR had unfunded outstanding floor-plan financing commitments totaling $11.2 million. Each draw against unused commitments is reviewed for conformity to pre-established guidelines and isnot* unconditional.

Under agreements withthird-party originating and other financial institutions, we have pledged security (collateral) related to their issuance of consumer credit and purchases thereunder, of which $31.8 million remains pledged as of* December 31, 2025*to support various ongoing contractual obligations.

Under agreements withthird-party originating and other financial institutions, we have agreed to indemnify the financial institutions for certain liabilities associated with the services we provide on behalf of the financial institutions—such indemnification obligations generally being limited to instances in which we either (a) have been afforded the opportunity to defend against any potentially indemnifiable claims or (b) have reached agreement with the financial institutions regarding settlement of potentially indemnifiable claims. As of* December 31, 2025,*we have assessed the likelihood of any potential payments related to the aforementioned contingencies as remote. We would accrue liabilities related to these contingencies in any future period when we assess the likelihood of an estimable payment as probable.

Under the account terms, consumers have the option of enrolling with our issuing bank partners in a credit protection program, which would make the minimum payments owed on their accounts for a period of up tosix months upon the occurrence of an eligible event. Eligible events typically include loss of life, job loss, disability, or hospitalization. As an acquirer of receivables, our potential exposure under this program, if all eligible participants applied for this benefit, was $216.2 million as of* December 31, 2025.*We have never experienced a situation in which all eligible participants have applied for this benefit at any given point in time, nor do we anticipate this will ever occur in the future. We include our estimate of future claims under this program within our fair value analysis of the associated receivables.

Concentrations

We acquire all of our fair value receivables under agreements withthree third-party originating institutions.

Our topfive retail partnerships accounted for 85% of our private label credit receivables outstanding as of* December 31, 2025.The volume of receivables purchased each period varies based on a number of factors, including seasonal consumer purchase patterns, growth (or contraction) within retail locations and consumer application volumes that retail partners maydirect to our bank partners versus competitors that offer similar financing products. During the years ended December 31, 2025and2024,* we had receivable purchases from our topfive retail partners of the following (in millions):

Our general purpose credit card and private label credit receivables base is spread across individual consumers in the U.S. As of* December 31, 2025,onlyone* state (Texas) had receivables concentration in excess of10% of our total pool of receivables.

Litigation

We are involved in various legal proceedings that are incidental to the conduct of our business. There are currentlyno pending legal proceedings that are expected to be material to us.

F-25

Deferred tax assets and liabilities reflect the tax effects of temporary differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates that apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The current and deferred portions (in thousands) of our federal, foreign, and state and local income tax expenses or benefits are as follows:

We experienced effective income tax rates of 24.2% and 20.4% for the years ended* December 31, 2025,and December 31, 2024,respectively. Our effective income tax rate for the year ended December 31, 2025,is above the statutory rate principally due to our expenses for (1) state income taxes, including the effects of law changes enacted in the year ended December 31, 2025,in certain states in which we operate and (2) taxes on global intangible low-taxed income. Offsetting the foregoing items were the tax effects of deductions associated with (1) exercises of stock options and vestings of restricted stock at the times when the fair value of our stock exceeded such share-based awards’ grant date values and (2) amounts characterized in our condensed consolidated financial statements as dividends on preferred stock (which was outstanding until its redemption in thefirst* quarter of2025), such amounts which constituted deductible interest expense on debt for tax purposes. Our effective income tax rate for the year ended* December 31, 2024,*is below the statutory rate principally due to the tax effects of deductions associated with (1) amounts characterized in our consolidated financial statements as dividends on a preferred stock issuance, such amounts constituted which deductible interest expense on debt for tax purposes and (2) a loss related to our unrecovered investment in a foreign subsidiary which ceased operations during the year and with respect to which we had used “permanently reinvested earnings” accounting in our consolidated financial statements.

We report income tax-related interest and penalties (including those associated with both our accrued liabilities for uncertain tax positions and unpaid tax liabilities) within our income tax line item on our consolidated statements of income. We likewise report the reversal of income tax-related interest and penalties within such line item to the extent we resolve our liabilities for uncertain tax positions or unpaid tax liabilities in a manner favorable to our accruals therefor. We recognized $0.2 million and $0.6 million in potential interest associated with uncertain tax positions during the years ended* December 31, 2025,and December 31, 2024,*respectively.

We adopted ASU2023-09, Income Taxes (Topic740): Improvements to Income Tax Disclosures, for the year ended* December 31, 2025,*and elected to apply the standard retrospectively to all periods presented.

Reconciliations of the statutory U.S. federal income tax rate to our effective income tax rates for the years ended* December 31, 2025,and December**31,2024,* is presented accordingly as follows (dollar amounts in thousands):

(1) State taxes in California, Georgia, Texas, and New Jersey comprised the majority of the tax effect in this category for the year ended* December 31, 2025,and state taxes in California, Massachusetts, New York, and Colorado comprised the majority of the tax effect in this category for the year ended December 31, 2024.*

F-26

As of* December 31, 2025,and December 31, 2024,*the respective significant component (in thousands) of our deferred tax assets and liabilities (which are included as a component of our Income tax liability on our consolidated balance sheets) were:

We undertook a detailed review of our deferred asset taxes and determined that valuation allowances were required for certain deferred tax assets in state jurisdictions within the U.S. We reduce our deferred tax assets by valuation allowances if it is more likely thannot that some or all of the deferred tax assets willnot be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences will be deductible. In making our valuation allowance determinations, we consider all available positive and negative evidence affecting specific deferred tax assets, including our past and anticipated future performance, the reversal of deferred tax liabilities, the length of carry-back and carry-forward periods, and the implementation of tax planning strategies. Because our valuation allowance evaluations require consideration of future events, significant judgment is required in making the evaluations, and our conclusions could be materially different from actual results if our expectations arenot met. Our valuation allowances totaled $12.6 million and $14.3 million as of* December 31, 2025,and December 31, 2024,*respectively.

Certain of our deferred tax assets relate to federal and state net operating losses and federal tax credit carryforwards, and we haveno other net other net operating loss, or credit carryforwards other than those noted herein. We have recorded a federal deferred tax asset of $109.8 million (based on indefinite-lived federal net operating loss carryforwards of $517.8 million and federal tax credit carryforwards of $1.1 million). We have recorded state deferred tax assets of $27.4 million based on state net operating loss carryforwards, some of which as indefinite-lived and some of which expire in various years beginning in2026; valuation allowances of $12.6 million have been recorded, however, against the $27.4 million of such state deferred tax assets.

F-27

Our subsidiaries file federal, foreign, and state and local income tax returns. In the normal course of our business, we are subject to examination by taxing authorities throughout the world, including such major jurisdictions as the U.S. and various U.S territories and states and local jurisdictions. With a few exceptions of a non-material nature, we areno longer subject to federal, state and local, or foreign tax examinations for years prior to 2021.

Reconciliations (in thousands) of our unrecognized tax benefits (excluding accrued interest related thereto of $0.2 million as of* December 31, 2025,and $1.3 million as of December 31, 2024)from the beginning to the end of2025* and2024, respectively, are as follows:

Our unrecognized tax benefits that, if recognized, would affect our effective income tax expense rate arenot material at only $1.1 million and $1.3 million as of* December 31, 2025,and December 31, 2024,*respectively.

We compute net income attributable to controlling interests per common share by dividing net income attributable to controlling interests by the weighted average number of shares of common stock (including participating securities) outstanding during the period, as discussed below. Diluted computations applicable in financial reporting periods in which we report income use the treasury stock method to reflect the potential dilution to the basic income per share of common stock computations that could occur if securities or other contracts to issue common stock were exercised, were converted into common stock or were to result in the issuance of common stock that would share in our results of operations. In performing our net income attributable to controlling interests per share of common stock computations, we apply accounting rules that require us to include all unvested stock awards that contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, in the number of shares outstanding in our basic and diluted calculations. Common stock and certain unvested share-based payment awards earn dividends equally, and we have included all outstanding restricted stock awards in our basic and diluted calculations for current and prior periods.

The following table sets forth the computations of net income attributable to controlling interests per share of common stock (in thousands, except per share data):

As their effects were anti-dilutive, we excluded stock options to purchase 0.1 million shares from our net income attributable to controlling interests per share of common stock calculations for the year ended* December 31, 2024.There wereno such anti-dilutive stock options for the year ended December 31, 2025.*

For the years ended* December 31, 2025and2024,* we included 4.0 million shares of common stock for each period in our outstanding diluted share counts associated with our Series A Preferred Stock. See Note6, "Redeemable Preferred Stock," for a further discussion of these convertible securities.

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We currently havetwo stock-based compensation plans, the Second Amended and Restated Employee Stock Purchase Plan (the "ESPP") and the Fourth Amended and Restated2014 Equity Incentive Plan (the "Fourth Amended2014 Plan"). Our ESPP provides that we* mayissue up to 500,000 shares of our common stock under the plan. Our Fourth Amended2014* Plan provides that we* maygrant equity awards representing up to 5,750,000 options on or shares of our common stock to members of our Board of Directors, employees, consultants and advisors. The Fourth Amended2014* Plan was approved by our shareholders in* May 2019.As of December 31, 2025,38,138 shares remained available for issuance under the ESPP and 1,872,022 shares remained available for issuance under the Fourth Amended2014* Plan.

Exercises and vesting under our stock-based compensation plans resulted inno income tax-related charges to paid-in capital during the years ended* December 31, 2025and2024.*

Restricted Stock and Restricted Stock Units

During the years ended* December 31, 2025and2024,* we had grants (net of forfeitures) of 109,109 shares and 205,301 shares of restricted stock and restricted stock units, respectively, with aggregate grant date fair values $6.8 million and $6.3 million, respectively. We incurred expenses of $4.3 million and $3.8 million during the years ended* December 31, 2025and2024,* respectively, related to restricted stock awards. When we grant restricted stock and restricted stock units, we defer the grant date value of the restricted stock and restricted stock unit and amortize that value (net of the value of anticipated forfeitures) as compensation expense with an offsetting entry to the paid-in capital component of our consolidated shareholders’ equity. Our restricted stock awards typically vest over a range of 12 to 60 months (or other term as specified in the grant which* mayinclude the achievement of performance measures) and are amortized to salaries and benefits expense ratably over applicable vesting periods. As of December 31, 2025*, our unamortized deferred compensation costs associated with non-vested restricted stock awards were $9.0 million with a weighted-average remaining amortization period of 2.7 years.No forfeitures have been included in our compensation cost estimates based on historical forfeiture rates.

The table below includes additional information about outstanding restricted stock and restricted stock units:

Stock Options

The exercise price per share of the options awarded under the Fourth Amended2014 Plan must be equal to or greater than the market price on the date the option is granted. The option period* may**not* exceed 10 years from the date of grant. We had expense of $0.1 million related to stock option-related compensation costs during the year ended* December 31, 2024.There wasno expense related to stock option-related compensation costs in2025.* When applicable, we recognize stock option-related compensation expense for any awards with graded vesting on a straight-line basis over the vesting period for the entire award. The table below includes additional information about outstanding options:

Information on stock options granted, exercised and vested is as follows (in thousands, except per share data):

No options were issued during the years ended* December 31, 2025and2024.* We hadno unamortized deferred compensation costs associated with non-vested stock options as of both* December 31, 2025and2024.* Upon exercise of outstanding options, the Company issues new shares.

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We maintain a defined contribution retirement plan ("401(k) plan") for our U.S. employees that provides for a matching contribution by us. All full time U.S. employees are eligible to participate in the401(k) plan. We made matching contributions of $1.6 million and $0.8 million for the years ended* December 31,*2025 and2024, respectively, which were included as a component of Salaries and benefits in the accompanying Consolidated Statements of Income.

Also, all employees, excluding executive officers, are eligible to participate in the ESPP. Under the ESPP, employees can elect to have up to 10% of their annual wages withheld to purchase our common stock up to a fair market value of $10,000. The amounts deducted and accumulated by each participant are used to purchase shares of common stock on or as promptly as practicable after the last business day of each month. The price of stock purchased under the ESPP is approximately 85% of the fair market value per share of our common stock on the purchase date. Employees contributed $0.2 million to purchase 4,721 shares of common stock in2025 and $0.1 million to purchase 4,253 shares of common stock in2024 under the ESPP. The ESPP covers up to 500,000 shares of common stock. Our charge to expense associated with the ESPP was $48,000 and $47,000 in2025 and2024 respectively, which were included as a component of Salaries and benefits in the accompanying Consolidated Statements of Income.

Under a shareholders’ agreement which we entered into with certain shareholders, including David G. Hanna, Frank J. Hanna, III and certain trusts that were Hanna affiliates (1) ifone or more of the shareholders accepts a bona fide offer from athird party to purchase more than 50% of the outstanding common stock, each of the other shareholders that is a party to the agreement* mayelect to sell his shares to the purchaser on the same terms and conditions, and (2) if shareholders that are a party to the agreement owning more than 50% of the common stock propose to transfer all of their shares to athird* party, then such transferring shareholders* may*require the other shareholders that are a party to the agreement to sell all of the shares owned by them to the proposed transferee on the same terms and conditions.

In* June 2007,we entered into a sublease for 1,000 square feet (as later amended to 600 square feet) of excess office space at our Atlanta headquarters with HBR Capital, Ltd. ("HBR"), a company co-owned by David G. Hanna and his brother Frank J. Hanna, III. We entered into a new lease for our Atlanta headquarters that commenced in June 2022.In connection with this new prime lease, we entered into a new sublease with HBR. The sublease rate per square foot is the same as the rate that we pay under the prime lease. Under the sublease, HBR paid us $0.1 million for both2025* and2024. The aggregate amount of payments required under the sublease from* January 1, 2026to the expiration of the sublease in May 2026*is $42,000.

In* January 2013,HBR began leasing the services of certain employees from us. HBR reimburses us for the full cost of the employees, based on the amount of time devoted to HBR. In the years ended December 31, 2025and2024,* we received $0.8 million and $0.8 million, respectively, of reimbursed costs from HBR associated with these leased employees.

On* November 26, 2014,we and certain of our subsidiaries entered into a Loan and Security Agreement with Dove. The agreement provided for a senior secured term loan facility in an amount of up to $40.0 million at any time outstanding. On December 27, 2019,the Company issued 400,000 shares of its Series A preferred stock with an aggregate initial liquidation preference of $40.0 million, in exchange for full satisfaction of the $40.0 million that the Company owed Dove under the Loan and Security Agreement. Dove is a limited liability company owned bythree* trusts. David G. Hanna is the sole shareholder and the President of the corporation that serves as the sole trustee ofone of the trusts, and David G. Hanna and members of his immediate family are the beneficiaries of this trust. Frank J. Hanna, III is the sole shareholder and the President of the corporation that serves as the sole trustee of the othertwo trusts, and Frank J. Hanna, III and members of his immediate family are the beneficiaries of these othertwo trusts. See Note6, "Redeemable Preferred Stock," to our consolidated financial statements for more information.

We evaluate subsequent events that occur after our consolidated balance sheet date but before our consolidated financial statements are issued. There aretwo types of subsequent events: (1) recognized, or those that provide additional evidence with respect to conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements; and (2) nonrecognized, or those that provide evidence with respect to conditions that didnot exist at the date of the balance sheet but arose subsequent to that date.

We have evaluated subsequent events occurring after* December 31, 2025**,* and based on our evaluation we didnot identify any recognized or nonrecognized subsequent events that would have required further adjustments to our consolidated financial statements.