# Open Lending Corp (LPRO)

Informational only - not investment advice.

CIK: 0001806201
SIC: 6141 Personal Credit Institutions
SIC breadcrumb: [Finance, Insurance, And Real Estate](/division/H/) > [SIC Major Group 61](/major-group/61/) > [SIC 6141 Personal Credit Institutions](/industry/6141/)
Latest 10-K filed: 2026-03-12
SEC page: https://www.sec.gov/edgar/browse/?CIK=1806201
Filing source: https://www.sec.gov/Archives/edgar/data/1806201/000180620126000024/lpro-20251231.htm

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 93217000 | USD | 2025 | 2026-03-12 |
| Net income | -4236000 | USD | 2025 | 2026-03-12 |
| Assets | 236679000 | USD | 2025 | 2026-03-12 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-12. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001806201.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

| Metric | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue |  | 52,192,000 | 92,847,000 | 108,892,000 | 215,655,000 | 179,594,000 | 117,460,000 | 24,024,000 | 93,217,000 |
| Net income |  | 28,279,000 | 62,544,000 | -97,564,000 | 146,082,000 | 66,620,000 | 22,070,000 | -135,010,000 | -4,236,000 |
| Operating income |  | 28,474,000 | 62,615,000 | 56,717,000 | 150,289,000 | 97,615,000 | 29,075,000 | -65,378,000 | -5,006,000 |
| Gross profit |  | 47,589,000 | 85,041,000 | 99,106,000 | 197,034,000 | 159,626,000 | 95,178,000 | 169,000 | 71,662,000 |
| Diluted EPS |  |  | -2.97 | -1.09 | 1.16 | 0.53 | 0.18 | -1.13 | -0.04 |
| Operating cash flow |  | 28,601,000 | 41,762,000 | 24,640,000 | 95,156,000 | 107,431,000 | 82,658,000 | 17,598,000 | -3,194,000 |
| Capital expenditures |  | 106,000 | 99,000 | 1,196,000 | 111,000 | 238,000 | 123,000 | 165,000 | 56,000 |
| Share buybacks |  | 0.00 | 0.00 | 37,500,000 | 20,000,000 | 18,018,000 | 37,322,000 | 0.00 | 4,886,000 |
| Assets |  |  | 79,186,000 | 294,009,000 | 318,825,000 | 379,631,000 | 374,037,000 | 296,368,000 | 236,679,000 |
| Liabilities |  |  | 9,022,000 | 267,387,000 | 159,843,000 | 166,807,000 | 168,457,000 | 218,281,000 | 161,719,000 |
| Stockholders' equity | -74,869,000 | -133,792,000 | -234,779,000 | 26,622,000 | 158,982,000 | 212,824,000 | 205,580,000 | 78,087,000 | 74,960,000 |
| Cash and cash equivalents |  | 11,072,000 | 7,676,000 | 101,513,000 | 116,454,000 | 204,450,000 | 240,206,000 | 243,164,000 | 176,614,000 |
| Free cash flow |  | 28,495,000 | 41,663,000 | 23,444,000 | 95,045,000 | 107,193,000 | 82,535,000 | 17,433,000 | -3,250,000 |

### Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

| Metric | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Net margin |  | 54.18% | 67.36% | -89.60% | 67.74% | 37.09% | 18.79% |  | -4.54% |
| Operating margin |  | 54.56% | 67.44% | 52.09% | 69.69% | 54.35% | 24.75% |  | -5.37% |
| Return on equity |  |  |  | -366.48% | 91.89% | 31.30% | 10.74% | -172.90% | -5.65% |
| Return on assets |  |  | 78.98% | -33.18% | 45.82% | 17.55% | 5.90% | -45.55% | -1.79% |
| Liabilities / equity |  |  |  | 10.04 | 1.01 | 0.78 | 0.82 | 2.80 | 2.16 |
| Current ratio |  | 2.48 | 5.52 | 9.57 | 16.81 | 18.58 | 14.08 | 5.84 | 4.52 |

## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-08. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001806201.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

| Quarter | End date | Revenue | Net income | Diluted EPS | Method |
| --- | --- | ---: | ---: | ---: | --- |
| 2022-Q2 | 2022-06-30 |  |  | 0.18 | reported discrete quarter |
| 2022-Q3 | 2022-09-30 |  |  | 0.19 | reported discrete quarter |
| 2023-Q1 | 2023-03-31 | 38,361,000 |  | 0.10 | reported discrete quarter |
| 2023-Q2 | 2023-03-31 |  | 12,538,000 |  | reported discrete quarter |
| 2023-Q2 | 2023-06-30 | 38,154,000 |  | 0.09 | reported discrete quarter |
| 2023-Q3 | 2023-06-30 |  | 11,371,000 |  | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 26,006,000 |  | 0.02 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 14,939,000 | -4,842,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2024-Q1 | 2024-03-31 | 30,745,000 | 5,087,000 | 0.04 | reported discrete quarter |
| 2024-Q2 | 2024-03-31 |  | 5,087,000 |  | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 26,727,000 |  | 0.02 | reported discrete quarter |
| 2024-Q3 | 2024-06-30 |  | 2,902,000 |  | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 23,476,000 |  | 0.01 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 |  | -144,436,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2025-Q1 | 2025-03-31 | 24,393,000 | 617,000 | 0.01 | reported discrete quarter |
| 2025-Q2 | 2025-03-31 |  | 617,000 |  | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 25,310,000 |  | 0.01 | reported discrete quarter |
| 2025-Q3 | 2025-06-30 |  | 1,034,000 |  | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 24,169,000 |  | -0.06 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 19,345,000 | 1,682,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2026-Q1 | 2026-03-31 | 20,491,000 | -460,000 | 0.00 | reported discrete quarter |

## Macro Cross-References
- [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- [UNRATE](/indicator/UNRATE/): Unemployment Rate
- [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate
- [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private
- [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit
- [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit
- [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food
- [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy
- [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter
- [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index
- [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities
- [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate
- [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm
- [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate
- [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio
- [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed
- [CE16OV](/indicator/CE16OV/): Employment Level
- [ICSA](/indicator/ICSA/): Initial Claims
- [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm
- [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm
- [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product
- [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period
- [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index
- [TCU](/indicator/TCU/): Capacity Utilization: Total Index
- [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units
- [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade
- [PCE](/indicator/PCE/): Personal Consumption Expenditures
- [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income
- [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate
- [M2SL](/indicator/M2SL/): M2
- [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance
- [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States
- [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States
- [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States
- [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States
- [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States
- [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized
- [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized
- [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks
- [GDP](/indicator/GDP/): Gross Domestic Product
- [GPDI](/indicator/GPDI/): Gross Private Domestic Investment
- [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment
- [PCEC](/indicator/PCEC/): Personal Consumption Expenditures
- [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services
- [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt
- [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit
- [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts
- [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures
- [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing
- [USCONS](/indicator/USCONS/): All Employees, Construction
- [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade
- [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities
- [USGOVT](/indicator/USGOVT/): All Employees, Government
- [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private
- [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods
- [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- [BUSINV](/indicator/BUSINV/): Total Business Inventories
- [EXPGS](/indicator/EXPGS/): Exports of Goods and Services
- [IMPGS](/indicator/IMPGS/): Imports of Goods and Services
- [IR](/indicator/IR/): Import Price Index (End Use): All Commodities
- [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand

## Latest quarter (10-Q)

Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1806201/000180620126000038/lpro-20260331.htm

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary.
Confidence: high
Filing date: 2026-05-08
Report date: 2026-03-31

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of Open Lending Corporation’s unaudited condensed consolidated results of operations and financial condition. The discussion should be read in conjunction with the audited consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2025 (our “Annual Report”). This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described under the heading “Risk Factors” in our Annual Report and elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”). Actual results may differ materially from those contained in any forward-looking statements. Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” is intended to mean the business and operations of Open Lending Corporation and its consolidated subsidiaries.

16

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential,” or “continue,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Forward-looking statements contained in this Quarterly Report may include, but are not limited to, statements about:

•our financial or operating performance;

•changes in our strategy, future operations, financial position, forecasting model, estimated revenues and losses, projected costs, prospects and plans;

•the turnover in automotive lenders, as well as varying activation rates and volatility in usage of LPP by automotive lenders;

•the impact of macroeconomic conditions and the relative strength of the overall economy, including its effect on unemployment, consumer spending and consumer demand for automotive products;

•the costs of services in absolute dollars and as a percentage of revenue;

•general and administrative expenses, selling and marketing expenses and research and development expenses in absolute dollars and as a percentage of revenue;

•expansion plans and opportunities;

•our compliance with regulatory requirements, including federal and state consumer lending and consumer protection laws;

•the growth in loan volume from our top ten automotive lenders relative to that of other automotive lenders and associated concentration of risks;

•the impact of projected operating cash flows and available cash on hand on our business operations in the future;

•our ability to maintain the listing of our common stock on The Nasdaq Stock Market LLC;

•changes in applicable laws or regulations; and

•applicable taxes, inflation, tariffs, supply chain disruptions, including global hostilities and responses thereto, interest rates and the regulatory environment.

The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties and other factors described in the section titled “Risk Factors” in our Annual Report that may cause actual results to differ materially from those expressed or implied by these forward-looking statements. Accordingly, you should not place undue reliance on any forward-looking statements which are not guarantees of future results.

All forward-looking statements are based on information and estimates available to us at the time of this Quarterly Report. We undertake no obligation to update any forward-looking statements made in this Quarterly Report to reflect events or circumstances after the date of this Quarterly Report or to reflect new information or the occurrence of unanticipated events, except as may be required by law.

Business Overview

We are a leading provider of lending enablement and risk analytics to credit unions, regional banks, finance companies and the captive finance companies of automakers. Through our flagship product, LPP, our customers, collectively referred to herein as automotive lenders or lenders, make automotive consumer loans to underserved near-prime and non-prime borrowers by harnessing our risk-based interest rate pricing models, powered by our proprietary data and real-time underwriting of automotive loan default insurance coverage from insurers. Since our inception in 2000, we have facilitated over one million automotive loans through LPP, representing over $28.5 billion in originations, and we have accumulated approximately 25 years of proprietary data and developed over two million unique risk profiles. We currently serve 447 active lenders.

17

Table of Contents

We specialize in risk-based pricing and modeling and provide automated decision-technology for automotive lenders throughout the U.S. LPP targets the financing needs of near-prime and non-prime borrowers, or borrowers with a credit bureau score generally between 560 and 699, who are underserved in the automotive finance industry. Borrowers who must utilize the near-prime and non-prime automotive lending market have fewer lenders focused on loans with longer terms or higher advance rates. As a result, many near-prime and non-prime borrowers turn to sub-prime lenders, resulting in higher interest rate loan offerings than such borrower’s credit profile often merits or warrants. We seek to make this market more competitive, resulting in more attractive loan terms.

LPP is a cloud-based automotive lending enablement platform. LPP supports loans made to near-prime and non-prime borrowers and is designed to underwrite default insurance by linking automotive lenders to our insurance partners. The platform uses risk-based pricing models that enable automotive lenders to assess the credit risk of a potential borrower using data-driven analysis. Our proprietary risk models project loan performance, including expected losses and prepayments, in arriving at the optimal contract interest rate. LPP recommends a risk-based, all-inclusive interest rate for a loan that is customized to each automotive lender, reflecting cost of capital, loan servicing and acquisition costs, expected recovery rates and target return on assets. LPP risk models use a proprietary score in assessing and pricing risk on automotive loan applications. This score combines credit bureau data and Fair Credit Reporting Act-compliant alternative consumer data to more effectively assess risk and determine the appropriate insurance premium for any given loan application.

LPP is powered by technology that delivers speed and scalability in providing interest rate decisioning to automotive lenders. It supports the full transaction lifecycle, including credit application, underwriting, real-time insurance approval, settlement, servicing, invoicing of insurance premiums and fees and advanced data analytics of the automotive lender’s portfolio under the program. Through electronic system integration, our software technology connects us to parties in our ecosystem.

A key element of LPP is the unique database that drives risk decisioning using data accumulated for approximately 25 years. When a loan is insured at origination, all attributes of the transaction are stored in our database. Through the claims management process, we ultimately obtain loan life performance data on each insured loan. Having granular origination and performance data allows our data scientists and actuaries to evolve and refine risk models, based on actual experience and third-party information sources.

ApexOne Auto

On November 6, 2025, we announced the launch of ApexOne Auto, an advanced decisioning platform that supports loans made to prime borrowers. Like LPP, ApexOne Auto uses risk-based pricing models to arrive at an all-inclusive interest rate for a loan that is customized to each automotive lender, reflecting cost of capital, loan servicing and acquisition costs, expected recovery rates and target return on assets. Unlike with loans facilitated through LPP, default insurance is not provided in connection with loans facilitated through ApexOne Auto.

Executive Overview

We facilitate certified loans and have achieved financial success by targeting the financing needs of near-prime and non-prime borrowers who are underserved in the automotive finance industry.

We facilitated 21,064 certified loans during the three months ended March 31, 2026, as compared to 27,638 certified loans during the three months ended March 31, 2025.

Total revenue was $20.5 million for the three months ended March 31, 2026, as compared to $24.4 million during the three months ended March 31, 2025.

Operating loss was $0.6 million for the three months ended March 31, 2026, as compared to operating income of $0.8 million in the three months ended March 31, 2025.

Net loss was $0.5 million for the three months ended March 31, 2026, as compared to net income of $0.6 million for the three months ended March 31, 2025.

Key Performance Measures

We review several key performance measures to evaluate business and results, measure performance, identify trends, formulate plans and make strategic decisions. We believe that the presentation of such metrics is useful to our investors and counterparties because such metrics are used to measure and model the performance of companies with recurring revenue streams.

18

Table of Contents

The following table sets forth key performance measures for the three months ended March 31, 2026 and 2025.

Three Months Ended March 31,

2026

2025

Certified loans

Credit unions and banks

19,000 

24,215 

OEM

2,064 

3,423 

Total certified loans

21,064 

27,638 

Unit economics

Average program fees per certified loan

$

538 

$

550 

Average profit share revenue per certified loan

$

363 

$

278 

Originations

Value of insured loans facilitated (in thousands)

$

618,369 

$

782,901 

Average loan size per certified loan

$

29,357 

$

28,327 

Active lenders

Number of contracts signed with automotive lenders

15 

18

Number of active lenders at end of period

447 

443

(1) Active lenders is defined as lenders who certify at least one loan during the preceding 12 months. This number includes 3 and 11 new lenders during the three months ended March 31, 2026 and 2025, respectively, using LPP to certify loans for the first time.

Unit Economics

Average program fee. We define “average program fee” as the total LPP program fee revenue recognized for a period, excluding adjustments for incentive programs, divided by the number of certified loans in that period.

Average profit share revenue per certified loan. We define “average profit share revenue per certified loan” as the total profit share revenue recognized for new loan originations during a period divided by the number of certified loans in that period.

Earned Premium

We earn a monthly claims administration service fee, which is calculated by our insurance partners as 3% of the monthly net insurance earned premium collected over the life of the underlying loan. We define “earned premium” as the total insurance premium earned by insurers in a given period. Earned premiums were $72.7 million and $81.8 million for the three months ended March 31, 2026 and 2025, respectively

[Excerpt truncated for page length; source filing is linked above.]

## Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary.
Confidence: high

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes appearing in Item 8. Financial Statements and Supplementary Data. This section of our Annual Report generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024. Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Annual Report can be found in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to those factors discussed below and elsewhere in this Annual Report, particularly in Item 1A—Risk Factors and Cautionary Note Regarding Forward-Looking Statements, all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

Business Overview

We are a leading provider of lending enablement and risk analytics to credit unions, regional banks, finance companies and OEM captive finance companies of automakers. Through our flagship product, LPP, our customers, collectively referred to herein as automotive lenders, make automotive consumer loans to underserved near-prime and non-prime borrowers by harnessing our risk-based interest rate pricing models, powered by our proprietary data and real-time underwriting of automotive loan default insurance coverage from insurers. Since our inception in 2000, we have facilitated over one million automotive loans representing over $27.9 billion in originations through LPP, and we have accumulated approximately 25 years of proprietary data and developed over two million unique risk profiles. We currently serve 450 active lenders.

We specialize in risk-based pricing and modeling and provide automated decision-technology for automotive lenders throughout the U.S. We target the financing needs of near-prime and non-prime borrowers, or borrowers with a credit bureau score generally between 560 and 699, who are underserved in the automotive finance industry. Borrowers who must utilize the near-prime and non-prime automotive lending market have fewer lenders focused on loans with longer terms or higher advance rates. As a result, many near-prime and non-prime borrowers turn to sub-prime lenders, resulting in higher interest rate loan offerings than such borrower's credit profile often merits or warrants. We seek to make this market more competitive, resulting in more attractive loan terms.

LPP is a cloud-based automotive lending enablement platform. LPP supports loans made to near-prime and non-prime borrowers and is designed to underwrite default insurance by linking automotive lenders to our insurance partners. The platform uses risk-based pricing models which enable automotive lenders to assess the credit risk of a potential borrower using data driven analysis. Our proprietary risk models project loan performance, including expected losses and prepayments, in arriving at the optimal contract interest rate. LPP recommends a risk-based, all-inclusive interest rate for a loan that is customized to each automotive lender, reflecting cost of capital, loan servicing and acquisition costs, expected recovery rates and target return on assets. LPP risk models use a proprietary score in assessing and pricing risk on automotive loan applications. This score combines credit bureau data and FCRA-compliant alternative consumer data to more effectively assess risk and determine the appropriate insurance premium for any given loan application.

LPP is powered by technology that delivers speed and scalability in providing interest rate decisioning to automotive lenders. It supports the full transaction lifecycle, including credit application, underwriting, real-time insurance approval, settlement, servicing, invoicing of insurance premiums and fees and advanced data analytics of the automotive lender’s portfolio under the program. Through electronic system integration, our software technology connects us to parties in our ecosystem.

A key element of LPP is the unique database that drives risk decisioning using data accumulated for approximately 25 years. When a loan is insured at origination, all attributes of the transaction are stored in our database. Through the claims management process, we ultimately obtain loan life performance data on each insured loan. Having granular origination and performance data allows our data scientists and actuaries to evolve and refine risk models, based on actual experience and third-party information sources.

33

Table of Contents

ApexOne Auto

On November 6, 2025, we announced the launch of ApexOne Auto, an advanced decisioning platform that supports loans made to prime borrowers. Like LPP, ApexOne Auto uses risk-based pricing models to arrive at an all-inclusive interest rate for a loan that is customized to each automotive lender, reflecting cost of capital, loan servicing and acquisition costs, expected recovery rates and target return on assets. Unlike with loans facilitated through LPP, default insurance is not provided in connection with loans facilitated through ApexOne Auto.

Executive Overview

We facilitate certified loans and have achieved financial success primarily by targeting the financing needs of near-prime and non-prime borrowers who are underserved in the automotive finance industry.

We facilitated 97,348 and 110,652 certified loans through LPP during the years ended December 31, 2025 and 2024, respectively.

Total revenue was $93.2 million and $24.0 million for the years ended December 31, 2025 and 2024, respectively.

Operating loss was $5.0 million and $65.4 million for the years ended December 31, 2025 and 2024, respectively.

Net loss was $4.2 million and $135.0 million for the years ended December 31, 2025 and 2024, respectively.

Debt

On December 31, 2025, we made a voluntary principal repayment of $48.0 million under our Term Loan due 2027 and $85.1 million in borrowings remained outstanding. Refer to Note 5—Long-term Debt for further discussion.

Share Repurchase Program

On May 1, 2025, the Board of Directors authorized a share repurchase program (the “Share Repurchase Program”), allowing the Company to repurchase up to $25.0 million of the Company’s outstanding common stock until May 1, 2026. Pursuant to the Share Repurchase Program, the Company repurchased 2,535,346 shares at an average price of $1.93 for a total of $4.9 million, excluding excise tax, during the year ended December 31, 2025.

Impact Related to Profit Share Revenue Change in Estimates

Each quarter, we evaluate and update our profit share revenue forecast and make adjustments to our profit share revenue and related contract assets and the related excess profit share receipts liability accordingly. The profit share revenue change in estimate adjustment resulted in an increase in estimated profit share revenues of $0.4 million during the year ended December 31, 2025, and a reduction in estimated profit share revenues of $96.1 million during the year ended December 31, 2024. Any future adjustments to profit share revenue forecasts, positive or negative, will impact profit share revenue, contract assets and the related excess profit share receipts liability. Refer to Note 3—Contract Assets and Excess Profit Share Receipts for further discussion.

Allied Reseller Agreement Amendment

On August 13, 2025, the Company and Allied Solutions, LLC (“Allied”) entered into an amendment to their reseller agreement (the “Allied Amendment”) to, among other matters, extend the term of the agreement and to provide for a one-time payment to Allied of $11.0 million in exchange for the extinguishment of Allied’s right to certain ongoing compensation and the amendment of the schedule of referral fees payable to Allied. This payment was solely in exchange for such modification of compensation rights and is not conditioned upon, nor related to, any future performance or obligations of either party.

Key Performance Measures

We review several key performance measures to evaluate business and results, measure performance, identify trends, formulate plans and make strategic decisions. We believe that the presentation of such metrics is useful to our investors and counterparties because such metrics are used to measure and model the performance of companies with recurring revenue streams.

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The following table sets forth key performance measures for the years ended December 31, 2025 and 2024:

Year Ended December 31,

2025

2024

Certified loans

Credit unions and banks

86,509 

87,184 

OEM

10,839 

23,468 

Total certified loans

97,348 

110,652 

Unit economics

Average program fees per certified loan

$

558 

$

515 

Average profit share revenue per certified loan

$

298 

$

479 

Originations

Value of insured loans facilitated (in thousands)

$

2,839,582 

$

3,111,753 

Average loan size per certified loan

$

29,169 

$

28,122 

Active lenders

Number of contracts signed with automotive lenders

46 

58 

Number of active lenders at end of period(1)

450 

441 

(1) Active lenders is defined as lenders who certify at least one loan during the preceding 12 months. This number includes 45 and 39 new lenders during the years ended December 31, 2025 and 2024, respectively using LPP to certify loans for the first time.

Unit Economics

Average program fee. We define “average program fee” as the total LPP program fee revenue recognized for a period, excluding adjustments for incentive programs, divided by the number of certified loans in that period.

Average profit share revenue per certified loan. We define “average profit share revenue per certified loan” as the total profit share revenue recognized for new loan originations during a period divided by the number of certified loans in that period.

Earned Premium

We earn a monthly claims administration service fee, which is calculated by our insurance partners as 3% of the monthly net insurance earned premium collected over the life of the underlying loan. We define “earned premium” as the total insurance premium earned by insurers in a given period. Earned premiums were $318.4 million and $336.9 million for the years ended December 31, 2025 and 2024, respectively.

Industry Trends and General Economic Conditions

Our results of operations have been and may continue to be impacted by the relative strength of the overall economy and its effect on unemployment, consumer spending, consumer demand for automotive financing and our lender customer’s liquidity. As general economic conditions improve or deteriorate, the amount of disposable income consumers have tends to fluctuate, which in turn impacts consumer spending levels and the willingness of consumers to enter into loans to finance purchases and consumers’ ability to afford financial obligations. Specific economic factors such as inflation, fluctuating interest rates, tariffs, uncertainty or changes in monetary and related policies, market volatility, supply chain disruptions, consumer confidence and, particularly, the unemployment rate also influence consumer spending and borrowing patterns.

Concentration

We rely on our insurance partners for a significant portion of our revenue. Refer to Note 2 — Summary of Significant Accounting and Reporting Policies for the concentration of revenues from these customers.

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Termination or disruption of these relationships could materially and adversely impact our revenue. See “Item 1A—Risk Factors—Risks Related to Our Business—If we lose one or more of our insurance partners and are unable to replace their commitments, it could have a material adverse effect on our business.”

Components of Results of Operations

Total Revenue

Our revenue is generated through three streams: (i) program fees paid to us by automotive lenders, (ii) profit share paid to us by insurance partners, and (iii) claims administration service fees paid to us by insurance partners. Our revenue primarily grows as we increase active automotive lenders using LPP as it influences the number of loans funded on LPP. Growth in our active automotive lender relationships will depend on our ability to retain existing automotive lenders and add new ones.

Program fees. Program fees are primarily related to fees paid by automotive lenders for the use of LPP, our cloud-based automotive lending enablement platform, which provides loan analytics solutions and automated issuance of credit default insurance with third-party insurance providers. These LPP program fees are based on a percentage of each certified loan’s original principal balance and recognized as revenue upon certification of the loan by the lending institution. The LPP program fee percentage rate varies based on the agreement with each lender. For loans with a one-time upfront payment, there is a sliding scale of rates representing volume discounts for certain lenders. Fees are calculated as a percentage of the funded loan amount and may be subject to a cap. For monthly-pay loans, the fee paid by the lender is typically 3% of the initial amount of the loan and is not capped. The usage-based LPP program fees are typically paid either in one single payment in the month following loan certification or in equal monthly payments over the 12 months following loan certification.

In addition, to a lesser extent, program fees include fees paid by automotive lenders for the use of ApexOne Auto. ApexOne Auto is typically offered as a subscription for a committed contractual amount of monthly usage based on volume of loan applications processed, and the subscription-based fees are recognized as revenue ratably over the subscription term. To the extent that a customer’s usage exceeds the committed contracted amounts, the customer is billed for its incremental usage on a monthly basis. Program fee revenue related to ApexOne Auto was insignificant for the year ended December 31, 2025.

Profit share. Profit share represents our participation in the underwriting profit of third-party insurance partners who provide automotive lenders with credit default insurance on loans those lenders make using LPP. We receive a percentage of the aggregate monthly insurance underwriting profit over the term of the underlying insured loan. Monthly insurance underwriting profit is calculated as the monthly earned premium less expenses and losses including reserves for incurred, but not reported losses. In periods where the expenses and losses on the loan portfolio exceed the monthly earned premiums, no profit share payments are received and future monthly insurance underwriting profits earned are reduced until the earned premiums for the aggregate loan portfolio exceed the accumulated losses at the insurance partner level. Thus, the profit share payments received from the insurance carriers are based on the monthly activity of the aggregated loan portfolio at the insurance partner level and can vary each period.

Upon placement of the insurance, we estimate the total variable consideration we expect to receive from the insurance company over the term of the underlying insured loan using a forecast model based on undiscounted expected future profit share to be received from our insurance partners. The forecast model projects loan-level earned premiums and insurance claim payments driven by projections of prepayment rate, loan default rate and severity of loss on the remaining active loan portfolio as of the reporting date. These assumptions are derived from an analysis of the historical portfolio performance, default and prepayment trends, and macroeconomic projections. Estimates of variable consideration generated by the forecast model are constrained to the extent that it is probable that a significant reversal of revenue will not occur in future periods. We recognize the estimated profit share revenue upon the placement of the insurance as all performance obligations are satisfied at that time and record a contract asset for the consideration we expect to receive over the term of the underlying insured loan.

On a quarterly basis, we update the assumptions used in the forecast model and recognize a change in estimate adjustment to our profit share revenue and contract assets and the related excess profit share receipts liability in the period, which could be material. We rely on assumptions to calculate the value of profit share revenue, which is our share of insurance partners’ underwriting profit. We continue to assess the assumptions used in our forecast model against reported performance and lender delinquency data and make updates to the forecast model in an effort to help ensure that default, severity and prepayment rate projections align with actual experience. Positive change in estimates associated with historic vintages generate additional revenues and future expected cash flows, while

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negative change in estimates generate a reduction in revenues and future expected cash flows. Please refer to Critical Accounting Policies and Estimates for more information on these assumptions.

Claims administration service fees. Claims administration service fees are paid to us by third-party insurance partners for credit default insurance claims adjudication services performed by our subsidiary, IAS, on our insured servicing portfolio. The administration fee is equal to 3% of the monthly insurance earned premium for as long as the LPP certified loan remains outstanding.

Cost of Services and Operating Expenses

Cost of services. Cost of services primarily consists of fees paid to third party partners for partner commissions, compensation and benefit expenses relating to employees engaged in automotive lender customer service, product support and claims administration activities, fees paid for actuarial services related to the development of the monthly premium program, fees for integration with the loan origination systems of automotive lenders, fees paid to credit bureaus and data service providers for credit applicant data and amortization of capitalized software development costs related to our cloud-based solutions. In the near term, we generally expect cost of services to decrease as a percentage of our program fee revenue.

General and administrative expenses. General and administrative expenses are comprised primarily of employee compensation and benefits, including share-based compensation expense, for corporate level employees, data and software expenses and professional and consulting fees. In the near term, we expect general and administrative expenses to decrease as we continue to focus on our cost saving initiatives.

Selling and marketing expenses. Selling and marketing expenses consist primarily of compensation and benefits, as well as travel, meals and entertainment expenses, for employees engaged in selling and marketing activities and costs of our business development and marketing programs. In the near term, we generally expect selling and marketing expenses to decrease as we continue to focus on our cost saving initiatives.

Research and development expenses. Research and development expenses primarily consist of employee compensation and benefits for employees engaged in product development activities and data and software expenses. In addition, we capitalize certain research and development expenses related to the development of new functionality for our cloud-based solutions, which may cause our research and development expense to fluctuate from period to period. We generally expect our research and development costs to decrease in the near term as we continue to focus on our cost saving initiatives.

Other Income (Expense)

Interest expense. Interest expense primarily includes interest payments and the amortization of deferred financing costs in connection with the issuance of our debt. We expect interest expense to decrease as we repay our debt, however, since the borrowings outstanding under our debt currently bear interest at variable rates, interest expense may continue to fluctuate as a result of changes in interest rates.

Interest income. Interest income primarily includes interest and dividends earned on our cash equivalents.

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Comparison of Year Ended December 31, 2025 and 2024

Revenue

Year Ended December 31,

2025

2024

$ Change

% Change

($ in thousands)

Program fees

$

54,340 

$

57,040 

$

(2,700)

(5)

%

Profit share

New certified loan originations

28,974 

52,979 

(24,005)

(45)

%

Change in estimated revenues

388 

(96,102)

96,490 

100 

%

Total profit share

29,362 

(43,123)

72,485 

168 

%

Claims administration and other service fees

9,515 

10,107 

(592)

(6)

%

Total revenue

$

93,217 

$

24,024 

$

69,193 

288 

%

Total revenue increased by $69.2 million, or 288%, primarily driven by a $72.5 million increase in profit share revenue, partially offset by a $2.7 million decrease in program fees revenue and a $0.6 million decrease in claims administration fee revenue compared to the year ended December 31, 2024.

Program Fees. Program fees revenue decreased $2.7 million, or 5%, primarily driven by a 12% decrease in LPP certified loan volume, partially offset by an 8% increase in unit economics per certified loan as compared to the year ended December 31, 2024.

Profit Share. Profit share revenue increased by $72.5 million, or 168%, primarily due to a positive change in estimate adjustment in the current year compared to a negative change in estimate adjustment during the prior year, partially offset by a decrease in anticipated profit share revenue associated with new certified loan originations.

During the year ended December 31, 2025, we recorded $29.0 million in anticipated profit share associated with 97,348 certified loans for an average of $298 per loan, as compared to $53.0 million in anticipated profit share associated with 110,652 certified loans for an average of $479 per loan during the year ended December 31, 2024. The decrease in the average profit share revenue per loan was due to a decrease in expected future profit share to be received from our insurance partners on the loans certified based on current estimates of loan default rates, prepayment rates and severity of losses and an increased constraint applied to the estimated variable consideration recognized during the period in an effort to avoid future significant reversals of profit share revenue.

In addition, during the year ended December 31, 2025, we recorded an increase in estimated profit share revenue of $0.4 million for changes in estimates of variable consideration related to performance obligations satisfied in previous periods, or historic vintages, primarily as a result of forecast assumption changes related to the timing of anticipated loan defaults. As the expected profit share variable consideration is recorded and updated on a quarterly basis, the change in estimated profit share revenue includes adjustments to revenue recorded in the previous quarters of the same fiscal year reported.

During the year ended December 31, 2024, we recorded a decrease in estimated profit share revenue related to business in historic vintages of $96.1 million, of which $81.3 million was recorded in the fourth quarter of 2024, primarily due to heightened delinquencies and corresponding defaults associated with loans originated in 2021 through 2024, partially offset by lower than anticipated severity of losses. Three factors primarily contributed to this reduction of estimated profit share revenue during the fourth quarter of 2024. First, there was continued deterioration of our 2021 and 2022 vintages which were generated when used car values reached an all-time high in late 2021, driven by pandemic-related disruptions in the supply chain. The subsequent decline in used car values has increased the likelihood of default on vehicles that are now worth significantly less than their corresponding outstanding loan balances. In addition, we identified two cohorts of borrowers, borrowers with credit builder tradelines and borrowers with fewer positive tradelines, that caused our 2023 and 2024 vintages to underperform. Finally, continued elevated claims and delinquencies as a result of broader macroeconomic conditions contributed to our total negative change in estimate for the fourth quarter of 2024.

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Claims Administration and Other Service Fees. Revenue from claims administration and other service fees, which primarily represents 3% of our insurance partners’ annual earned premium, decreased $0.6 million, or 6%, due to a decrease in total earned premiums.

Cost of Services, Gross Profit and Gross Margin

Year Ended December 31,

2025

2024

$ Change

% Change

($ in thousands)

Revenue

$

93,217

$

24,024

$

69,193

288 

%

Cost of services

21,555

23,855

(2,300)

(10)

%

Gross profit

$

71,662

$

169

$

71,493

Gross margin

77 

%

1 

%

76 

%

Cost of Services. Cost of services decreased $2.3 million, or 10%, primarily due to a $3.2 million decrease in employee compensation and benefit costs, partially offset by a $0.9 million increase in fees paid to data service providers.

Gross Profit. Gross profit increased by $71.5 million primarily driven by an increase in profit share revenue and a decrease in cost of services, partially offset by a decrease in program fee revenue as discussed above.

Operating Expenses, Operating Loss and Operating Margin

Year Ended December 31,

2025

2024

$ Change

% Change

($ in thousands)

Operating expenses

General and administrative

$

53,091

$

43,867

$

9,224 

21 

%

Selling and marketing

14,800

17,218

(2,418)

(14)

%

Research and development

8,777

4,462

4,315 

97 

%

Total operating expenses

76,668

65,547

11,121 

17 

%

Operating loss

$

(5,006)

$

(65,378)

$

60,372 

92 

%

Operating margin

(5)

%

(272)

%

267 

%

General and Administrative. General and administrative expenses increased by $9.2 million, or 21%, primarily driven by a one-time payment of $11.0 million made in connection with the Allied Amendment, and an increase in employee compensation and benefit costs of $0.6 million, partially offset by a $1.6 million decrease in professional fees and a $0.7 million decrease in travel, meals and entertainment expenses.

Selling and Marketing. Selling and marketing expenses decreased by $2.4 million, or 14%, primarily driven by a $1.2 million decrease in employee compensation and benefit costs, a $0.9 million decrease in marketing and event expenses and a $0.3 million decrease in travel, meals, and entertainment expenses.

Research and Development. Research and development expenses increased by $4.3 million, or 97%, primarily due to an increase in employee compensation and benefit costs of $4.5 million, partially offset by a decrease in data service costs of $0.3 million. The increase in employee compensation and benefits costs is primarily due to an increased focus on product development activities as well as a decrease in software development costs capitalized during the period.

Operating Income (Loss). Operating loss decreased by $60.4 million, or 92%, primarily driven by an increase in total revenue as well as changes in cost of services and operating expenses, as discussed above.

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Interest Expense, Interest Income and Other Income (Expense)

Year Ended December 31,

2025

2024

$ Change

% Change

($ in thousands)

Interest expense

$

(9,662)

$

(11,317)

$

1,655

(15)%

Interest income

9,317

12,090

(2,773)

(23)%

Other income (expense), net

(18)

—

(18)

—

Interest Expense. Interest expense decreased $1.7 million, or 15%, as a result of lower borrowing costs during 2025 primarily due to a decrease in interest rates and a reduction in our principal balance during the period.

Interest Income. Interest income decreased $2.8 million, or 23%, primarily due to a decrease in cash equivalents.

Other Income (Expense). Other income (expense), net decreased primarily due to a $0.2 million loss on extinguishment of debt, net of $0.2 million of interest income received in connection with a state tax refund during the year ended December 31, 2025.

Income Taxes

Year Ended December 31,

2025

2024

$ Change

% Change

($ in thousands)

Income (loss) before income taxes

$

(5,369)

$

(64,605)

$

59,236

92%

Income tax expense (benefit)

(1,133)

70,405

(71,538)

(102)%

Effective tax rate

21.1%

(109.0)%

Income Tax Expense (Benefit). Income tax expense decreased $71.5 million during the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily as a result of the impact of recording a valuation allowance on our deferred tax assets during 2024. Refer to Note 12 — Income Taxes for further discussion.

Liquidity and Capital Resources

Our principal liquidity requirements are to (i) meet working capital, tax and capital expenditure needs, and (ii) service and repay our indebtedness.

Cash Flow and Liquidity Analysis

We assess liquidity primarily in terms of our ability to generate cash to fund operating and investing activities. A portion of our cash from operating activities is derived from our profit share arrangements with our insurance partners, which are subject to judgments and forecast model assumptions and is, therefore, subject to variability. Changes in these assumptions have resulted in negative impacts to our estimated profit share revenues and related cash flows, and may continue to adversely affect our future expected cash flows. Despite this uncertainty, we believe that our existing cash resources and the Revolving Credit Facility will provide sufficient liquidity to fund our working capital needs for the next 12 months. We regularly evaluate alternatives for managing our capital structure and liquidity profile in consideration of expected cash flows, growth and operating capital requirements and capital market conditions. Refer to Critical Accounting Policies and Estimates and Item 1A — Risk Factors for a full description of the related estimates, assumptions, and judgments.

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The following table provides a summary of cash flow data:

Year Ended December 31,

2025

2024

(in thousands)

Net cash provided by (used in) operating activities

$

(3,194)

$

17,598 

Net cash used in investing activities

(1,030)

(3,896)

Net cash used in financing activities

(61,482)

(6,447)

Cash Flows from Operating Activities

Our cash flows provided by (used in) operating activities reflect net income (loss) adjusted for certain non-cash items and changes in operating assets and liabilities.

The following table summarizes the adjustments in the operating activities in the Statement of Cash Flows:

Year Ended December 31,

2025

2024

(in thousands)

Net loss

$

(4,236)

$

(135,010)

Non-cash adjustments

10,706 

81,723 

Change in contract assets

(10,012)

14,247 

Change in excess profit share receipts

(1,310)

47,556 

Change in other assets and liabilities

1,658 

9,082 

Net cash provided by (used in) operating activities

$

(3,194)

$

17,598 

Net cash provided by operating activities decreased by $20.8 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024. The decrease was primarily attributable to a one-time payment of $11.0 million made in connection with the Allied Amendment, a $3.5 million reduction in working capital, a $3.2 million decrease in interest income received, a $2.5 million increase in payments made for expenses, a $2.1 million decrease in cash collections related to program fees, profit share and claims administration service fee revenues, and a $1.7 million decrease in cash received for income tax refunds. The decrease in operating cash flows was partially offset by a $3.3 million reduction in interest payments on our Term Loan due 2027 during the year.

For the years ended December 31, 2025 and 2024, the net change in contract assets and excess profit share receipts liability reported in net cash provided by operating activities includes the impact of an increase in estimated profit share revenues of $0.4 million and a reduction of $96.1 million, respectively, for changes in estimates of variable consideration. Refer to Note 3—Contract Assets and Excess Profit Share Receipts for further discussion.

Cash Flows from Investing Activities

For the years ended December 31, 2025 and 2024, net cash used in investing activities was $1.0 million and $3.9 million, respectively, and primarily related to capitalized software development costs related to our cloud-based solutions and other software developed for internal use.

Cash Flows from Financing Activities

Our cash flows used in financing activities primarily consist of payments of debt and share repurchases.

For the year ended December 31, 2025, net cash used in financing activities was $61.5 million and includes $55.5 million of principal payments on our Term Loan due 2027. During the year ended December 31, 2025, in addition to the $7.5 million of quarterly principal payments, we made a voluntary principal payment of $48.0 million on December 31, 2025. In addition, net cash used in financing activities includes $4.9 million for repurchases of our common shares and $1.1 million for shares withheld for payroll taxes associated with the vesting of restricted stock awards.

For the year ended December 31, 2024, net cash used in financing activities was $6.4 million and includes $4.7 million of quarterly principal payments on our Term Loan due 2027, $1.4 million for shares withheld for payroll taxes associated with the vesting of restricted stock awards and $0.3 million for payment of accrued excise tax on shares repurchased during 2023.

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Debt

As of December 31, 2025, we had no amounts outstanding under our Revolving Credit Facility and $85.1 million outstanding under our Term Loan due 2027. On December 31, 2025, we made a voluntary principal repayment of $48.0 million under our Term Loan due 2027. Refer to Note 5—Long-term Debt for further discussion.

Share Repurchase Program

On May 1, 2025, the Board of Directors authorized the Share Repurchase Program, allowing the Company to repurchase up to $25.0 million of the Company’s outstanding common stock until May 1, 2026. Pursuant to the Share Repurchase Program, the Company repurchased 2,535,346 shares at an average price of $1.93 for a total of $4.9 million, excluding excise tax, during the year ended December 31, 2025. These shares were recorded to Treasury stock, at cost in the Consolidated Balance Sheets.

Non-GAAP Financial Measures

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures used by management to evaluate our operating performance, generate future operating plans, and make strategic decisions, including those relating to operating expenses and the allocation of internal resources. Accordingly, we believe these measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and Board of Directors. In addition, we believe these measures further provide useful analysis of period-to-period comparisons of our business, as they exclude the effect of certain non-cash items and certain variable charges.

Beginning in the quarter ended June 30, 2025, we updated the presentation of Adjusted EBITDA to exclude interest income as we believe the exclusion of interest income better aligns our presentation with comparable companies. In addition, beginning in the quarter ended September 30, 2025, we updated the presentation of Adjusted EBITDA to exclude certain other non-recurring expenses that do not contribute directly to management’s evaluation of our operating results. The prior period presented below has been conformed to the current period presentation.

Adjusted EBITDA is defined as GAAP net income (loss) excluding interest expense (income), income tax expense (benefit), depreciation expense of property and equipment, amortization expense of capitalized software development costs, share-based compensation expense, loss on extinguishment of debt and certain other non-recurring expenses that do not contribute directly to management’s evaluation of our operating results. Adjusted EBITDA margin is defined as Adjusted EBITDA expressed as a percentage of total revenue.

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The following table presents a reconciliation of GAAP net income (loss) to Adjusted EBITDA for each of the periods indicated:

Year Ended December 31,

2025

2024

($ in thousands)

Net loss

$

(4,236)

$

(135,010)

Non-GAAP adjustments:

Interest (income) expense, net

345

(773)

Income tax expense (benefit)

(1,133)

70,405

Depreciation and amortization expense

2,410

1,674

Share-based compensation

7,043

8,677

Loss on extinguishment of debt

203

—

Other non-recurring expense(1)

11,000

—

Total adjustments

19,868

79,983

Adjusted EBITDA

$

15,632

$

(55,027)

Adjusted EBITDA margin

17 

%

(229)

%

(1) For the year ended December 31, 2025, the adjustment for other non-recurring expense includes a one-time payment of $11.0 million made in connection with the Allied Amendment. See Note 2—Summary of Significant Accounting and Reporting Policies in the Notes to Consolidated Financial Statements for additional information.

For the year ended December 31, 2025, Adjusted EBITDA increased by $70.7 million, or 128%, as compared to year ended December 31, 2024. The increase in Adjusted EBITDA is primarily due to an increase in revenue due to the impact of the negative profit share change in estimate recorded in the prior year, partially offset by an increase in operating expenses.

Critical Accounting Policies and Estimates

In preparing our consolidated financial statements, we make assumptions, judgments and estimates that can have a significant impact on our revenue, income from operations and net income, as well as on the value of certain assets and liabilities on our Consolidated Balance Sheets. We base our assumptions, judgments and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions.

The consolidated financial statements have been prepared in accordance with GAAP. To prepare these consolidated financial statements, we make estimates, assumptions, and judgments that affect what we report as our assets and liabilities, what we disclose as contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the periods presented.

In accordance with our policies, we regularly evaluate our estimates, assumptions, and judgments, including, but not limited to, those concerning revenue recognition, depreciation and amortization, contingencies, share-based compensation, and income taxes, and base our estimates, assumptions, and judgments on historical experience and on factors we believe reasonable under the circumstances. The results involve judgments about the carrying values of assets and liabilities not readily apparent from other sources. If our assumptions or conditions change, the actual results we report may differ from these estimates. We believe the following critical accounting policies affect the more significant estimates, assumptions, and judgments we use to prepare these consolidated financial statements. Refer to Note 2 — Summary of Significant Accounting and Reporting Policies in the accompanying consolidated financial statements for a summary of our significant accounting policies.

Profit Share Revenue Recognition

We recognize revenue in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Application of ASC 606 requires us to make judgments and estimates related to the classification, measurement and recognition of revenue. Our revenue primarily consists of program fees derived from contracts with lending institutions, profit share and

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claims administration service fees from contracts with insurance partners and is recognized when the contractual performance obligation is satisfied.

The primary judgment relating to the recognition of revenue is the estimation of our profit share with our insurance partners. Profit share represents our participation in the underwriting profit of third-party insurance partners who provide automotive lenders with credit default insurance on loans those lenders make using LPP. We receive a percentage of the aggregate monthly insurance underwriting profit over the term of the underlying insured loan. Monthly insurance underwriting profit is calculated as the monthly earned premium less expenses and losses (including reserves for incurred, but not reported losses), with losses accrued and carried forward to future profit share calculations.

Upon placement of the insurance, we estimate the total variable consideration we expect to receive from the insurance company over the term of the underlying insured loan, typically 5 to 7 years, using a forecast model based on undiscounted expected future profit share to be received from our insurance partners. The forecast model projects loan-level earned premiums and insurance claim payments driven by projections of prepayment rate, loan default rate and severity of loss. These assumptions are derived from an analysis of the historical portfolio performance, prevailing default and prepayment trends, and macroeconomic projections. Prepayment and loan default trends impact the estimate of profit share revenue in the event a loan is paid off early or defaults before the original term, future earned premium cash flows will be impacted. Claim severity is also a key factor in the calculation of profit share revenue and is dependent on the realized value from the sale of a vehicle and the wholesale value which are impacted by auto market volatility. We continue to assess the default and prepayment assumptions of our forecast model against reported performance and lender delinquency data and make updates to the forecast model in an effort to help ensure that default and prepayment rate projections align with actual experience.

Estimates of variable consideration generated by the forecast model are constrained to the extent that it is probable that a significant reversal of revenue will not occur in future periods. We consider various factors in constraining the estimates of variable consideration to determine whether some, or all, of the estimated amount can be included in the transaction price. These factors include: 1) the amount of consideration is highly susceptible to factors outside our control, 2) the uncertainty about the amount of consideration is not expected to be resolved for a long period of time, and 3) the contract has a large number and broad range of possible consideration amounts. In addition, while we have significant history facilitating insurance placement, changes in the current economic behavior of the loans can impact the forecast models and cause the estimated profit share consideration to deviate from the historical patterns.

We apply judgment in constraining the profit share variable consideration and continuously monitor the adequacy of our constraints based on our historical and projected experience with similar customer contracts. We typically review loan performance at the portfolio quarterly vintage level which we believe approximates the individual loan level performance. We use expected and constrained loss ratios to analyze the appropriateness of constraints applied to new originations and to evaluate the need for adjustments to constraints applied to historical vintages. To the extent we make changes to the assumptions we use to calculate constrained profit share revenue, we recognize the impact of the changes to profit share revenue in the reporting period in which the change is made. In addition, changes to the constraints applied can impact the average profit share revenue per certified loan recognized upon origination.

We recognize the estimated profit share revenue upon the placement of the insurance as all performance obligations are satisfied at that time. On a quarterly basis, we update the assumptions used in the forecast model, including the constraints applied, and recognize a change in estimate adjustment to our profit share revenue and contract assets and the related excess profit share receipts liability in the period, which could be material. The profit share revenue change in estimate adjustments increase or decrease our contract asset. To the extent a negative change in estimate exceeds the associated contract asset balance at a loan level, or if cash consideration received is in excess of the expected profit share consideration, the amount is recorded as an excess profit share receipt liability and will be impacted by future changes in estimate related to the profit share revenue forecast.

Determining the estimate of profit share variable consideration requires considerable judgment and is sensitive to changes in underlying forecast assumptions of loan behavior which is outside of our control. We evaluate our forecast assumptions for prepayment rate, loan default rate and severity of loss by performing a sensitivity analysis

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calculating the impact on the cumulative profit share revenue of a hypothetical 10% increase and decrease in each assumption. The table below summarizes the results of the sensitivity analysis as of December 31, 2025:

Loan default rate

Severity of loss

Prepayment rate

Assumption change

10%

(10)%

10%

(10)%

10%

(10)%

Impact on cumulative revenue(1)

(11.3)%

11.5%

(11.2)%

11.2%

(0.4)%

0.4%

(1) Cumulative revenue is calculated as the actual and projected loan-level earned premiums and insurance claims for loans originated through the end of the reporting period.

Refer to Note 2 — Summary of Significant Accounting and Reporting Policies and Note 3—Contract Assets and Excess Profit Share Receipts in the accompanying consolidated financial statements for additional discussion regarding our profit share revenue and related contract assets.

Income Taxes

Our effective tax rate is based on income at statutory tax rates, adjusted for non-taxable and non-deductible items and tax credits. Management’s best estimate of future events and their impact is included in our effective tax rate. Certain changes or future events, such as changes in tax legislation, could have an impact on our estimates and effective tax rate. Audit periods remain open for review until the statute of limitations has passed.

The calculation of income taxes involves estimating the actual current tax liability together with assessing temporary differences in recognition of income for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in our Consolidated Balance Sheets. We record a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. In assessing the need for a valuation allowance, we are required to develop estimates of the anticipated timing of the reversal of existing deferred tax liabilities, as well as estimates of future taxable income in some instances. Judgment is inherent in this process and differences between the estimated and actual amounts could result in a material impact on our consolidated financial statements.

We recognize liabilities for uncertain tax positions based on a two-step process. The first step requires us to determine whether the weight of available evidence indicates that the tax position has met the threshold for recognition. Therefore, we must evaluate whether it is more likely than not that the position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step requires us to measure the tax benefit of the tax position taken, or expected to be taken, in an income tax return as the largest amount that is more than 50% likely of being realized upon ultimate settlement. This measurement step is inherently complex and requires subjective estimations of such amounts to determine the probability of various possible outcomes. We re-evaluate the uncertain tax positions each quarter based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, expirations of statutes of limitation, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision in the period.

Recent Accounting Pronouncements

Refer to Note 2 — Summary of Significant Accounting and Reporting Policies to the accompanying consolidated financial statements for our discussion about new accounting pronouncements adopted and those pending.

Contractual and Other Obligations

As of December 31, 2025, our estimated future obligations include both current and long-term obligations. For our debt described in Note 5 — Long-term Debt, we have a current obligation of $7.5 million and a long-term obligation of $77.6 million. Under our operating leases described in Note 10 — Commitments and Contingencies, we have a current obligation of $0.9 million and a long-term obligation of $2.4 million. In addition, as of December 31, 2025, we have a non-cancellable minimum purchase commitment of $4.0 million associated with third-party credit data services, of which $2.0 million require us to make cash payments in the next 12 months. See Note 10 — Commitments and Contingencies for additional discussion of our non-cancellable purchase commitment.

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