Atlanticus Holdings Corp

September 30, 2026 and 2025

Our accompanying condensed 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 Condensed 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 condensed 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 and 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. Our ongoing products and services are reported through our Credit as a Service ("CaaS") reportable segment.

Within our CaaS segment, we apply our technology solutions, in combination with the experiences gained, and infrastructure built from servicing over*$55* 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.

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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.

On* September 16, 2026the Company completed the sale of CARS Acquisition, LLC ("CAR") and its subsidiaries to an unaffiliatedthird* party. CAR comprised100% of the Company’s Auto Finance segment. Accordingly, the historical results of our former Auto Finance segment are presented as discontinued operations, and, as such, have been excluded from continuing operations and segment results for all periods presented herein. See Note2 “Discontinued Operations” for additional information.

On* September 11, 2025,*the Company acquired 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 closing, Mercury became a wholly owned subsidiary of the Company.

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).

Sale of CAR

On* September 16, 2026,the Company completed the sale of CAR to an unaffiliatedthird* party. The Company received total consideration of approximately $71.2 million, consisting of approximately $56.2 million in cash and a $15.0 million seller note which is included in Prepaid expenses and other assets on our condensed consolidated balance sheets. The disposition reflects the Company’s strategy to focus its capital and management resources on areas offering greater opportunities for long-term growth.

The Company recognized a pre-tax gain on the sale of $20.1 million during thethree andnine months ended* September 30, 2026.*The gain reflects the fair value of consideration received, including the seller note, less the carrying amount of the net assets and liabilities transferred and transaction costs directly attributable to the sale.

As a result of the transaction, the Companyno longer operates an Auto Finance segment. The Company concluded that the disposition represents a strategic shift that has had a major effect on its operations and financial results. Accordingly, CAR is presented as discontinued operations for all periods presented in the condensed consolidated financial statements. The results of CAR through the* September 16, 2026*closing date, including the gain on sale, are reported as discontinued operations, net of income taxes, in the accompanying condensed consolidated statements of income.

The following table presents the results of CAR that are reported as discontinued operations for the periods presented (in thousands).

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The following table presents the carrying amounts of the major classes of assets and liabilities of CAR included in discontinued operations as of* September 30, 2026and December 31, 2025.*Intercompany balances and transactions have been eliminated in consolidation.

The following is a summary of significant accounting policies we follow in preparing our condensed consolidated financial statements, as well as a description of significant components of our condensed consolidated financial statements. The condensed 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 condensed 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 condensed consolidated balance sheets and condensed consolidated statements of income.

Discontinued Operations

We evaluate disposals of components of the Company to determine whether they qualify for presentation as discontinued operations. A disposal is reported as a discontinued operation when the component has been disposed of or is classified as held for sale and the disposal represents a strategic shift that has, or will have, a major effect on the Company’s operations and financial results.

When a disposal qualifies for discontinued operations presentation, the results of operations of the disposed component, including any gain or loss recognized on the disposal, are presented separately from continuing operations, net of applicable income taxes, for all periods presented. Prior-period results are retrospectively reclassified to conform to the current-period presentation.

The assets and liabilities of a discontinued operation are presented separately from the Company’s continuing operations in the condensed consolidated balance sheets for the periods required by applicable accounting guidance.

Consolidation

The condensed 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 Note8 "Variable Interest Entities".

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Loans at fair value

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. 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 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 represent receivables for which we have elected the fair value option (the "Fair Value Receivables"). The Fair Value Receivables are primarily held by entities that qualify as VIEs, and are consolidated onto our condensed 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 condensed 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."

*Investments in notes receivable and equity investments. *

We maintain certain investments in notes receivable and equity investments from consumer technology platforms as well as a note receivable associated with our sale of CAR. These investments are included in Prepaid expenses and other assets on our condensed consolidated balance sheets and include investments in companies engaged in mobile technologies, marketplace lending and other financial technologies.None of these companies are publicly-traded and the carrying value of our investment in these companies isnot material. We show an allowance for credit losses for these investments. A considerable amount of judgment is required to assess the ultimate amount of expected losses on these investments, and we regularly evaluate and update our methodologies to determine the most appropriate allowance necessary.

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

All of our notes receivable at end of period are individually evaluated for impairment.

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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 $2.6 million, $7.7 million, $0.5 million and $0.5 million for thethree andnine months ended* September 30, 2026* and2025, respectively, and is included within depreciation and amortization in the condensed consolidated statements of income. Aggregate amortization expense of our intangible assets for the nextfive years is as follows (in thousands):

Income Taxes

Continuing Operations: We experienced effective tax rates of 24.4% on income from continuing operations for both thethree andnine months ended* September 30, 2026;this compares with effective tax rates of 23.5% and 23.7% on income from continuing operations for thethree* andnine months ended* September 30, 2025,*respectively.

Our effective tax rates for thethree andnine months ended* September 30, 2026,on income from continuing operations are above the statutory rate principally due to (a) our state income tax expense, including the effects of law changes enacted in thenine* months ended* September 30, 2026,in certain states in which we operate and (b) the tax effects of deduction disallowance under Section162*(m) of the Internal Revenue Code of1986 as amended (the “Code”) with respect to compensation paid to our covered employees. Offsetting the foregoing items were the favorable tax effects of (a) deductions associated with the exercises of stock options and the vesting of restricted stock at the times when the fair value of our stock exceeded such share-based awards’ grant date values and (b) federal tax credits.

Our effective tax rates for thethree andnine months ended* September 30, 2025,are above the statutory rate principally due to (a) our state and foreign income tax expense, including the effects of law changes enacted in thenine* months ended* September 30, 2025,in certain states in which we operate and (b) the tax effects of deduction disallowance under Section162*(m) of the Internal Revenue Code of1986 as amended (the “Code”) with respect to compensation paid to our covered employees. Offsetting the foregoing items were the favorable tax effects of (a) deductions associated with the exercises of stock options and the vesting of restricted stock at the times when the fair value of our stock exceeded such share-based awards’ grant date values and (b) 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.

We report interest expense associated with our income tax liabilities (including accrued liabilities for uncertain tax positions to the extent such liabilities havenot been favorably resolved thereby resulting in interest expense reversals) within our income tax line item on our consolidated statements of income. Such interest expense was de minimis in thethree andnine months ended* September 30, 2026.It was also de minimis in thethree* months ended* September 30, 2025,and was $0.1 million for thenine* months ended* September 30, 2025.*

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Discontinued Operations: We experienced effective tax rates of 24.0% and 25.0% on discontinued operations for thethree months andnine months ended* September 30, 2026,respectively, compared to 29.0% and 28.3% for thethree* months andnine months ended* September 30, 2025,respectively. The sale of our discontinued operation resulted in a pre-tax gain of $20.1 million for thethree* andnine months ended* September 30, 2026.*

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. 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 the investments in non-core businesses 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.

Gain on sale of word mark

Included in Gain on sale of word mark is our* September 30, 2026sale and assignment of the MERCURY word mark and certain related intellectual property rights to an unaffiliatedthird* party for $27.5 million in cash.

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Revenue from Contracts with Customers

The majority of our revenue is derived from financial instruments and is therefore outside the scope of ASC606, Revenue from Contracts with Customers. Revenue within the scope of ASC606 primarily includes merchant fees, interchange revenue, servicing revenue, and other customer-related fees. Interchange revenue is earned when customers use their cards through established payment networks. We earn a portion of the interchange fee charged by the card networks to merchants, which is generally settled daily. Interchange revenue also includes network incentives earned when credit card transactions associated with accounts we service are processed through those networks. Servicing revenue is earned as we satisfy contractual performance obligations related to collecting amounts due on receivables. The related consideration is settled net of our fee and* maybe paid daily or monthly. Service charges and other customer-related fees are earned when the related service is provided, in accordance with the customer’s credit agreement. Merchant fees paid or received in connection with the acquisition of fair value receivables are recognized when the merchant confirms the transaction, which satisfies the terms of the related merchant agreement. These revenue streams donot* create obligations beyond the services already provided. Revenue from contracts with customers is included in Consumer loans, including past due fees and Other revenue in the condensed consolidated statements of income. Components of revenue from contracts with customers, in thousands, are as follows

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(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 in Consumer loans, including past due fees on our condensed consolidated statements of income.

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 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.

We operate primarily inone industry and haveone reportable segment, Credit as a Service (“CaaS”). The Company defines operating segments as components for which discrete financial information is regularly evaluated by the Chief Executive Officer, who is the Company’s chief operating decision maker (“CODM”), in allocating resources and assessing financial performance.

The CODM evaluates CaaS profitability using GAAP income before income taxes, which provides the most meaningful measure of the segment’s overall economic performance. Income before income taxes is used in the quarterly forecasting and budgeting process and in decisions regarding capital and personnel allocations.

The CaaS reportable segment includes the operations ofthree operating segments that have been aggregated based on the similarity of their products, services, management structures, and expected returns. CaaS includes private-label credit operations, general-purpose credit card receivables, and general-purpose credit card receivables acquired in connection with the Mercury acquisition. Through our bank partners, these operations provide financing solutions to consumers. We haveno material long-lived assets located outside the United States, and all revenue is generated within the United States.

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Segment revenues and expenses are the same as the corresponding consolidated amounts reported in the condensed consolidated statements of income, and segment assets are the same as consolidated total assets reported in the condensed consolidated balance sheets. Accordingly,no reconciliation of segment amounts to consolidated amounts is necessary.

The CODM is regularly provided with the consolidated expense information presented in the Company's condensed consolidated statements of income. Accordingly, the Company hasnot duplicated those amounts within this note.

During thethree andnine months ended* September 30, 2026and2025*, we repurchased and contemporaneously retired 4,402 shares,77,406 shares,427 shares and 69,060 shares of our common stock at an aggregate cost of $0.4 million, $4.3 million, $0.0 million and $3.2 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 thethree andnine months ended* September 30, 2026and2025*.

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.

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During thethree andnine months ended* September 30, 2026and2025*, we sold 30,376 shares,30,891 shares,106,319 shares and 262,583 shares, respectively, of our Series B preferred stock under our Preferred Stock ATM Program for net proceeds of $0.7 million, $0.7 million, $2.3 million and $5.8 million, respectively. During thethree andnine months ended* September 30, 2026and2025*, we sold $12.5 million, $16.9 million, $5.6 million and $31.4 million, respectively, principal amount of our2029 Senior Notes under our Preferred Stock ATM Program for net proceeds of $12.4 million, $16.7 million, $5.5 million and $30.8 million, respectively.

During thethree andnine months ended* September 30, 2026,we sold 152,132 common shares under the Company’s Common Stock ATM Program for net proceeds of $14.2 million. During thethree* andnine months ended* September 30, 2025,*we sold 0 shares and 200,000 shares for net proceeds of $0 and $11.6 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 condensed 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 Note12, "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 condensed 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 Note12, "Net Income Attributable to Controlling Interests Per Common Share" for more information.

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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 condensed 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* September 30, 2026* and* December 31, 2025* fair values and carrying amounts of (1) our assets that are carried at fair value in our condensed consolidated financial statements and (2) our assetsnot carried at fair value, but for which fair value disclosures are required:

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For those asset classes above that are carried at fair value in our condensed consolidated financial statements, gains and losses associated with fair value changes are detailed on our condensed 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 thenine months ended* September 30, 2026and2025*, we estimate the portion of fair value changes considered to be attributable to changes in instrument-specific credit risk to be $(1.1) million and $8.9 million, respectively.

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 thenine months ended* September 30, 2026and2025*:

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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* may*be 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 condensed 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 condensed 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.

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* September 30, 2026* and* December 31, 2025* fair values and carrying amounts of both our liabilities carried at fair value and our liabilitiesnot carried at fair value, but for which fair value disclosures are required:

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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 condensed 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 condensed 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 condensed 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. In accordance with asset acquisition accounting, we recognize changes in the fair value of this contingent consideration within Changes in fair value of loans on the condensed consolidated statements of income because we mark our loans to fair value. We record the changes in the corresponding liability within Accounts payable and accrued expenses on the accompanying condensed consolidated balance sheets.

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 Note10, "Notes Payable," for further discussion on our other notes payable.

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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 thenine months ended* September 30, 2026* and* September 30, 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* September 30, 2026* and* December 31, 2025* concerning certain assets we carry at fair value are as follows:

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

We have operating leases primarily associated with our corporate offices, and ancillary office locations associated with our acquisition of Mercury. 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* September 30, 2026*, scheduled payments of lease liabilities were as follows (in thousands):

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Notes Payable, at Face Value

Other notes payable outstanding as of* September 30, 2026* and* December 31, 2025* 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:

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As of* September 30, 2026*, the Prime Rate was 7.0% the Term Secured Overnight Financing Rate ("Term SOFR") was 3.9% and the Secured Overnight Financing Rate ("SOFR") was 3.9%.

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 September 30, 2026*, we were in compliance with the covenants underlying our various notes payable and credit facilities.

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, 2026and currently have an outstanding balance of $115.5 million. 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 thethree andnine months ended* September 30, 2026and2025* totaled $0.4 million, $1.0 million, $0.4 million and $1.1 million, respectively. We repurchased $6.7 million and $20.2 million of the outstanding principal amount of these2026 Senior Notes in thethree andnine months ended* September 30, 2026*. There wereno repurchases for the same period in2025.

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 thethree andnine months ended* September 30, 2026and2025* totaled $0.4 million, $1.1 million, $0.4 million, and $1.1 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 9.750% 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 thethree andnine months ended* September 30, 2026* and2025 totaled $0.2 million, $0.7 million, $0.1 million, and $0.1 million, respectively.

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

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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 $7.9 billion at* September 30, 2026*. 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.

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 $33.0 million remains pledged as of* September 30, 2026* 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* September 30, 2026*, 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 $288.1 million as of* September 30, 2026*. 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 86.8% of our private label receivables outstanding as of* September 30, 2026*. 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 thethree* andnine months ended* September 30, 2026and2025*, 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* September 30, 2026*, onlyone state (Texas) had receivables concentration in excess of10% of our total pool of receivables.

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Litigation

We are subject to 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.

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):

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There wereno anti-dilutive stock options excluded from our net income attributable to controlling interests per share of common stock calculations for thethree andnine months ended* September 30, 2026and2025*.

For thethree andnine months ended* September 30, 2026and2025*, 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.

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 September 30, 2026*,31,602 shares remained available for issuance under the ESPP and 1,668,840 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 thethree andnine months ended* September 30, 2026and2025*.

Restricted Stock and Restricted Stock Units

During thethree andnine months ended* September 30, 2026and2025*, we forfeited (net of grants)2,740, and granted (net of forfeitures)229,725,8,632 and 65,782 shares of restricted stock and restricted stock units, respectively, with aggregate grant date fair values (net of forfeitures) of $(0.1) million, $12.5 million, $0.3 million and $3.6 million, respectively. We incurred expenses of $2.4 million, $6.6 million, $0.9 million and $2.7 million during thethree andnine months ended* September 30, 2026and2025*, 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 condensed 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 September 30, 2026*, our unamortized deferred compensation costs associated with non-vested restricted stock awards were $14.8 million with a weighted-average remaining amortization period of 2.6 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:

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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. There has beenno expense related to stock option-related compensation costs in2026 and2025. 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:

No options were issued during thethree andnine months ended* September 30, 2026and2025*. We hadno unamortized deferred compensation costs associated with non-vested stock options at both* September 30, 2026* and* December 31, 2025*. Upon exercise of outstanding options, the Company issues new shares.

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* September 30, 2026**,* 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.

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