Exhibit 99.2

ORION DIGITAL CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2025

DATED: MARCH 12, 2026

MANAGEMENT’S DISCUSSION AND ANALYSIS

This Management’s Discussion and Analysis (“MD&A”) is current as of March 12, 2026, and presents an analysis of the financial condition of Orion Digital Corp. and its subsidiaries (collectively referred to as “Orion Digital”, "Orion" or the “Company”) as at and for the three months and year ended December 31, 2025 compared with the corresponding periods in the prior year. This MD&A should be read in conjunction with the Company’s audited annual consolidated financial statements and the related notes thereto for the year ended December 31, 2025. The financial information presented in this MD&A is derived from our audited annual consolidated financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”)as issued by the International Accounting Standards Board (“IASB”). The Company was continued under the Business Corporations Act (British Columbia) on June 21, 2019.

This MD&A is the responsibility of management. The board of directors of Orion (the “Board”) has approved this MD&A after receiving the recommendation of the Company’s Audit Committee, which is comprised exclusively of independent directors, and the Company’s Disclosure Committee.

Unless otherwise noted or the context indicates otherwise “we”, “us”, “our”, the “Company”, "Orion" or “Orion Digital” refer to Orion Digital Corp. and its direct and indirect subsidiaries. The Company presents its consolidated financial statements in Canadian dollars. Amounts in this MD&A are stated in Canadian dollars unless otherwise indicated. Unless otherwise noted, financial information in this MD&A has been rounded to the nearest thousand in tables and to the nearest million in narrative discussion. As a result, certain totals, subtotals and percentages may not reconcile due to rounding.

This MD&A may refer to trademarks, trade names and material which are subject to copyright, which are protected under applicable intellectual property laws and are the property of Orion. Solely for convenience, our trademarks, trade names and copyrighted material referred to in this MD&A may appear without the ® or © symbol, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks, trade names and copyrights. All other trade‑marks used in this MD&A are the property of their respective owners.

The Company’s continuous disclosure materials, including interim filings, audited annual consolidated financial statements, annual information form and annual report on Form 20-F can be found on SEDAR+ at www.sedarplus.com, with the Company’s filings with the United States Securities and Exchange Commission at www.sec.gov, and on the Company’s website at www.orion-digital.com

This MD&A makes reference to certain non‑IFRS financial measures. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. These measures are provided as additional information to complement the IFRS financial measures contained herein by providing further metrics to understand the Company’s results of operations from management’s perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. We use non‑IFRS financial measures, including adjusted revenue, adjusted subscription and services revenue, adjusted payments revenue, adjusted EBITDA, adjusted net income (loss) and cash provided by (used in) operating activities before investment in gross loans receivable, to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS financial measures. We also use non‑IFRS financial measures in order to facilitate operating performance comparisons from period to period, prepare annual operating budgets and assess our ability to meet our capital expenditure and working capital requirements. See “Key Performance Indicators” and “Non‑IFRS Financial Measures”.

Caution Regarding Forward-Looking Statements

This MD&A contains forward‑looking statements that relate to the Company’s current expectations and views of future events. In some cases, these forward‑looking statements can be identified by words or phrases such as “outlook”, “may”, “might”, “will”, “expect”, “anticipate”, “estimate”, “intend”, “plan”, “indicate”, “seek”, “believe”, “predict” or “likely”, or the negative of these terms, or other similar expressions intended to identify forward‑looking statements. The Company has based these forward‑looking statements on its current expectations and projections about future events and financial trends that it believes might affect its financial condition, results of operations, business strategy and financial needs. These forward‑looking statements include, among other things, statements relating to the Company’s expectations (including our financial outlook) regarding its revenue, expenses and operations, key performance indicators, provision for loan losses (net of recoveries), anticipated cash needs and its need for additional financing, completion of announced transactions, funding costs, ability to extend or refinance any outstanding amounts under the Company’s credit facility, ability to protect, maintain and enforce its intellectual property, plans for and timing of expansion of its product and services, future growth plans, ability to attract new members and develop and maintain existing customers, ability to attract and retain personnel, expectations with respect to advancement of its product offering, competitive position and the regulatory environment in which the Company operates, anticipated trends and challenges in the Company’s business and the markets in which it operates, third‑party claims of infringement or violation of, or other conflicts with, intellectual property rights, the resolution of any legal matters, and the acceptance by the Company’s consumers and the marketplace of new technologies and solutions.

Forward-looking statements, including our financial outlook, are based on certain assumptions and analyses made by the Company in light of the experience and perception of historical trends, current conditions and expected future developments and other factors it believes are appropriate and are subject to risks and uncertainties. Although we believe that the assumptions underlying these statements are reasonable, they may prove to be incorrect, and we cannot assure that actual results will be consistent with these forward-looking statements. Our financial outlook is intended to provide further insight into our expectations for results in 2026 and may not be appropriate for other purposes. This outlook involves numerous assumptions, particularly around member growth and take up of products and services, and we believe it is prepared on a reasonable basis reflecting management’s best estimates and judgements. However, given the inherent risks, uncertainties and assumptions, any investors or other users of this document should not place undue reliance on these forward-looking statements.

Whether actual results, performance or achievements will conform to the Company’s expectations and predictions is subject to a number of known and unknown risks, uncertainties, assumptions and other factors that are discussed in greater detail in the “Risk Factors” section of the Company’s current annual information form available at www.sedarplus.com and at www.sec.gov, which risk factors are incorporated herein by reference.

The forward-looking statements made in this MD&A relate only to events or information as of the date of this MD&A and are expressly qualified in their entirety by this cautionary statement. Except as required by law, we do not assume any obligation to update or revise any of these forward-looking statements to reflect events or circumstances after the date of this MD&A, including the occurrence of unanticipated events. An investor should read this MD&A with the understanding that our actual future results may be materially different from what we expect.

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Company Overview

Orion Digital Corp. is a financial technology company focused on digital wealth solutions designed to support disciplined capital allocation in financial systems that are becoming increasingly automated and AI-assisted.

The Company’s Wealth platform, Intelligent Investing, provides long-term investing solutions designed to reduce decision error and support recurring assets under management in the Canadian market. The platform emphasizes structured portfolio construction and behavioral investing frameworks intended to support disciplined capital allocation in an environment where financial analysis and decision-making tools are becoming increasingly automated.

Orion also operates Carta Worldwide (“Carta”), a wholly owned subsidiary providing issuer processing and payments infrastructure services across Europe. Carta operates within the authorization layer of payment networks, providing systems that authorize transactions, enforce program rules, and connect payment activity to regulated settlement networks. Carta supports fintech, enterprise, and public-sector programs and operates independently of Orion’s consumer-facing businesses.

In addition, Orion maintains a consumer lending portfolio in Canada with over two decades of operating history. The lending business generates stable cash flow and is managed with a focus on disciplined underwriting, risk control, and capital efficiency.

Cash generated from lending operations supports the Company’s broader capital allocation framework, including reinvestment in the Wealth platform and the continued development of its payments infrastructure.

Orion’s capital allocation framework prioritizes reinvestment in its Wealth platform, followed by investment in payments infrastructure and share repurchases where appropriate, with excess liquidity retained on the balance sheet to support operating stability and capital flexibility.

Business Developments

Corporate Development

Wealth Platform Developments

Payments Platform Developments

Strategic Portfolio Monetizations and Capital Allocation

Regulatory and Market Developments

Financial Highlights

Financial Outlook

The outlook that follows constitutes forward-looking information within the meaning of applicable securities laws, and is based on a number of assumptions and subject to a number of risks. Actual results could vary materially as a result of numerous factors, including certain risk factors, many of which are beyond Orion’s control. Please refer to page 4 for more information on forward-looking statements.

The Company expects continued growth in subscription and services revenue in 2026 as its Wealth platform expands and its Payments infrastructure continues to scale.

Key drivers include:

Consolidated revenue is expected to remain relatively stable in 2026, reflecting the disciplined management of the Company’s consumer lending portfolio.

Reflecting these trends, Orion Digital expects Adjusted EBITDA(1) in the range of approximately $7.0 million to $8.0 million in 2026.

Financial Performance Review

The following provides insight on the Company’s financial performance by illustrating and providing commentary on its key performance indicators and operating results.

Key Performance Indicators

The key performance indicators that we use to manage our business and evaluate our financial results and operating performance consist of: Orion members, revenue, subscription and services revenue, net (loss) income, net cash used in operating activities, adjusted revenue(1), adjusted subscription and services revenue(1), adjusted payments revenue(1), adjusted EBITDA(1), adjusted net income (loss)(1) and cash provided by operating activities before investment in gross loans receivable(1). We evaluate our performance by comparing our actual results to prior period results.

The tables below provide a summary of key performance indicators for the applicable reported periods:

Orion members(1)

Our total member base grew to 2,328,000 members as at December 31, 2025, from 2,194,000 members as at December 31, 2024, representing an increase of approximately 6% or 134,000 net members. From Q3 2025, net members increased by 36,000 in Q4 2025. The growth in our member base reflects the continued adoption of our products by new members.

Revenue

Three months ended Q4 2025 vs Q4 2024

Total revenue decreased to $17.4 million for the three months ended December 31, 2025 compared to $18.0 million in the same period last year. The decrease primarily reflects the Company’s exit from the legacy institutional brokerage business as previously announced, as well as lower interest revenue following the implementation of the 35% rate cap on consumer lending in Canada and the Company’s disciplined management of its lending portfolio.

These declines were partially offset by continued growth in the Company’s Wealth platform, as well as ongoing expansion in its Payments business.

Year ended 2025 vs 2024

Total revenue decreased to $68.6 million for the year ended December 31, 2025 compared to $71.2 million in the same period last year. The decline primarily reflects the Company’s exit from the legacy institutional brokerage business and lower interest revenue following the implementation of the consumer lending rate cap in Canada and the Company’s disciplined approach to managing its lending portfolio.

These impacts were partially offset by growth in the Company’s Wealth platform, which represented the primary driver of platform revenue growth during the year, as well as continued expansion in its Payments business.

Subscription and services revenue

Subscription and services revenue represents the Company’s platform-based revenue streams, including wealth management services, payments infrastructure revenue, and other subscription-related products.

Three months ended Q4 2025 vs Q4 2024

Subscription and services revenue decreased to $10.9 million for the three months ended December 31, 2025 compared to $11.3 million in the same period last year.

Within this category, wealth revenue increased to $3.8 million, representing growth of 32% or $0.9 million compared to $2.9 million in the same period last year, reflecting continued growth in the Intelligent Investing platform.

Payments revenue remained consistent at $2.4 million compared to the same period last year reflecting stable transaction activity within the Carta platform.

These increases were offset by a decrease in other subscription and services revenue primarily due to the Company's exit from the legacy institutional brokerage business in the year.

Year ended 2025 vs 2024

Subscription and services revenue decreased to $42.3 million for the year ended December 31, 2025 compared to $43.1 million in the same period last year.

Wealth revenue increased to $14.5 million representing a 36% or $3.8 million compared to $10.7 million in the same period last year. Wealth represented the primary source of platform revenue growth during the year, reflecting the rollout of Phase 1 of the Company’s Intelligent Investing platform.

Payments revenue increased to $9.9 million representing growth of 15% or $1.3 million compared to $8.6 million in the same period last year. This increase reflects growth in European transaction volumes within the Company’s Carta payments infrastructure.

These increases were offset by a decline in other subscription related revenue, primarily reflecting the Company's exit from the legacy institutional brokerage business in the year.

Net loss

Three months ended Q4 2025 vs Q4 2024

Net loss was $5.7 million for three months ended December 31, 2025, compared to net income of $10.4 million in the same period last year. The decrease in net income is primarily due to the $2.6 million revaluation loss on investment portfolio and marketable securities in the current quarter compared to a $13.8 million gain in the same period in the prior year.

Year ended 2025 vs 2024

Net loss was $8.5 million for the year ended December 31, 2025, which is a decrease in net loss of $5.1 million compared to net loss of $13.7 million in the same period last year. The decrease in net loss is primarily due to other income related to agreements entered with WonderFi and its related shareholder groups to amend investor rights agreements (“IRAs”) as well as increased gross profit in the year.

Net cash provided by (used in) operating activities

Three months ended Q4 2025 vs Q4 2024

Net cash provided by operating activities was $0.6 million for the three months ended December 31, 2025, which is consistent with the same period last year.

Year ended 2025 vs 2024

Net cash used in operating activities was ($1.0) million for the year ended December 31, 2025, which is an improvement of $0.3 million compared to net cash used in operating activities of ($1.3) million in the same period last year. The change was primarily due to an increase in the net issuance of loan receivable offset by a cash inflow related to the IRA amendments as previously discussed.

Other Key Performance Indicators

These measures are used by management and the Board to understand and evaluate our core operating performance and trends. Management considers cash provided by operating activities before investment in gross loans receivable to be a useful measure in understanding the cash flow trends inherent to our existing scale of operations, by separating out the portion of cash flows related to investment in portfolio growth.

Adjusted revenue(1)

Three months ended Q4 2025 vs Q4 2024

Adjusted revenue was $17.4 million for the three months ended December 31, 2025, an increase of $1.2 million compared to $16.2 million in the same period last year. The increase was primarily driven by growth in the Company’s wealth platform, supported by continued activity within the payments infrastructure business.

Year ended 2025 vs 2024

Adjusted revenue was $67.8 million for the year ended December 31, 2025, an increase of $2.7 million compared to $65.1 million in the same period last year. The increase reflects growth in the Company’s platform businesses, particularly the wealth platform, supported by continued expansion in the payments business.

Adjusted subscription and services revenue(1)

Three months ended Q4 2025 vs Q4 2024

Adjusted subscription and services revenue was $10.9 million for the three months ended December 31, 2025, an increase of $1.4 million compared to $9.5 million in the same period last year.

Within this category, wealth revenue increased 32% year-over-year, reflecting continued adoption of the Intelligent Investing platform, while adjusted payments revenue increased 12%, driven by growth in European payments programs supported by the Carta platform.

Year ended 2025 vs 2024

Adjusted subscription and services revenue was $41.5 million for the year ended December 31, 2025, an increase of $4.5 million compared to $37.0 million in the same period last year. Within this category, wealth revenue increased 36% year-over-year, reflecting the rollout of Phase 1 of the Intelligent Investing platform, while adjusted payments revenue increased 23%, driven by growth in European transaction volumes within the Carta payments infrastructure platform.

Adjusted payments revenue(1)

Three months ended Q4 2025 vs Q4 2024

Adjusted payments revenue was $2.4 million for the three months ended December 31, 2025, an increase of $0.3 million compared to $2.1 million in the same period last year, representing 12% year-over-year growth driven by increased European payments activity.

Year ended 2025 vs 2024

Adjusted payments revenue was $9.7 million for the year ended December 31, 2025, an increase of $1.9 million compared to $7.8 million in the same period last year, representing 23% year-over-year growth driven by expansion of European payments programs supported by the Carta platform.

Adjusted EBITDA(1)

Three months ended Q4 2025 vs Q4 2024

Adjusted EBITDA was $2.2 million for the three months ended December 31, 2025, an increase of $0.1 million compared with an adjusted EBITDA of $2.1 million in the same period last year. Adjusted EBITDA has increased in the current period due to an increase in gross profit offset by increased expenses from the continued investments made to the Company's wealth products.

Year ended 2025 vs 2024

Adjusted EBITDA was $7.1 million for the year ended December 31, 2025, an increase of $0.5 million compared with an adjusted EBITDA of $6.6 million in the same period last year. This is due primarily to the reasons noted above.

Adjusted net loss(1)

Three months ended Q4 2025 vs Q4 2024

Adjusted net loss was $0.1 million for the three months ended December 31, 2025, an improvement of $0.3 million compared with an adjusted net loss of $0.4 million in the same period last year. This change is primarily attributable to an increase in gross profit offset by increased expenses from the continued investments made to the Company's wealth products, as well as lower interest expense during the year.

Year ended 2025 vs 2024

Adjusted net loss was $2.3 million for the year ended December 31, 2025, which is an improvement of $1.8 million compared with an adjusted net loss of $4.1 million in the same period last year. This change is due primarily to the reasons noted above.

Cash provided by operating activities before investment in gross loans receivable(1)

Three months ended Q4 2025 vs Q4 2024

Cash provided by operating activities before investment in gross loans receivable was $6.0 million for the three months ended December 31, 2025, an increase of $1.9 million compared to $4.1 million in the same period last year.

The increase was primarily driven by lower interest paid of approximately $0.9 million, reflecting the amended credit facility terms, a $1.0 million payment received in connection with amendments to certain investor rights agreements (“IRA amendments”), and improved working capital management of approximately $0.2 million, partially offset by other operating changes during the period.

Year ended 2025 vs 2024

Cash provided by operating activities before investment in gross loans receivable was $19.6 million for the year ended December 31, 2025, representing an increase of $5.0 million compared to $14.5 million in the same period last year.

The increase was primarily driven by lower interest expense of approximately $1.7 million following the amendment of the Company’s credit facility and $4.0 million of payments received in connection with IRA amendments.

Results of Operations

The Company’s results of operations for the year ended December 31, 2025 reflect the continued evolution of Orion Digital’s business model toward platform-based revenue streams. Growth during the period was primarily driven by expansion of the Company’s Wealth platform, Intelligent Investing, and continued development of its payments infrastructure through Carta. At the same time, total revenue was affected by the strategic exit of the legacy institutional brokerage business and lower interest revenue following the implementation of the consumer lending rate cap in Canada. The Company’s lending portfolio continues to operate as a stable cash-generating component of the business while management prioritizes investment in its Wealth platform and payments infrastructure.

The following table sets forth a summary of our results of operations for the three months and year ended December 31, 2025 and 2024:

Key Income Statement Components

Total revenue

The following table summarizes total revenue for the three months and year ended December 31, 2025 and 2024:

Subscription and services revenue – represents the Company’s platform-based revenue streams, including wealth management services, payments infrastructure revenue and other subscription-related products. Wealth revenue includes fees related to Orion Digital's Intelligent Investing platform and also includes portfolio management fees from our asset management business. Payments revenue consists of the transaction processing fees and other charges related to Carta. Other subscription and services revenue includes premium account fees, loan insurance revenue, referral fee revenue, partner lending fees, legacy institutional brokerage revenue and other fees and charges.

Interest revenue – represents interest earned on the Company’s consumer lending products. The lending portfolio continues to be managed primarily as a stable cash-generating component of the business, with origination levels adjusted in response to regulatory changes and macroeconomic conditions.

Wealth revenue was $3.8 million for the three months ended December 31, 2025, representing an increase of $0.9 million compared to $2.9 million in the same period last year. Wealth revenue was $14.5 million for the year ended December 31, 2025 representing an increase of $3.8 million compared to $10.7 million in the same period last year. These increases reflect continued adoption of the Company’s Intelligent Investing platform following the rollout of Phase 1 of the platform, which introduced the new managed portfolio offering during the year.

Payments revenue was $2.4 million for the three months ended December 31, 2025, which is consistent with the same period last year. Payments revenue was $9.9 million for the year ended December 31, 2025 representing an increase of $1.3 million compared to $8.6 million in the same period last year. This increase primarily reflects growth in European transaction volume within the Company’s Carta payments infrastructure platform, partially offset by the Company’s strategic exit from Canadian payments operations.

Other subscription and services revenue was $4.7 million for the three months ended December 31, 2025, which is a $1.3 million decrease compared to $6.0 million in the same period last year. Other subscription and services revenue was $17.9 million for the year ended December 31, 2025 which is a $5.9 million decrease compared to $23.8 million in the same period last year. The decrease is primarily as a result of the Company exiting the low margin legacy institutional brokerage business in the quarter.

Please refer to the “Key Performance Indicators” section for additional commentary on total revenue and subscription and services revenue.

Cost of revenue

The following table summarizes the cost of revenue for the three months and year ended December 31, 2025 and 2024:

Cost of revenue consists of provision for loan losses, net of recoveries, and transaction costs. Provision for loan losses, net of recoveries, represents the amounts charged against income during the period to maintain an adequate allowance for loan losses. Our allowance for loan losses represents our estimate of the expected credit losses (“ECL”) inherent in our portfolio and is based on various factors including the composition of the portfolio, delinquency levels, historical and current loan performance, expectations of future performance, and general economic conditions.

Transaction costs are expenses that relate directly to the onboarding and processing of new customers (excluding marketing), including expenses such as loan system transaction fees, transaction processing costs related to the Carta business and other transaction costs related to Intelligent Investing.

Cost of revenue was $5.2 million for the three months ended December 31, 2025, a decrease of $1.4 million compared to the same period in the prior year. Cost of revenue was $20.9 million for the year ended December 31, 2025, a decrease of $3.6 million compared to $24.5 million in the same period last year.

Provision for loan losses, net of recoveries, has decreased for the three months ended December 31, 2025 compared to the same periods in the prior year. The reduction was attributable to enhanced credit quality as well as adjustments to provisions based on evolving macroeconomic factors.

Transaction costs have decreased for the three months and year ended December 31, 2025 compared to the same periods in the prior year. The decrease is primarily as a result of the Company exiting the low margin legacy institutional brokerage business in the year.

We believe we are adequately provisioned to absorb reasonably possible future material shocks to the loan book as a result of macroeconomic factors such as inflation and the interest rate environment. Please note that IFRS 9 requires the use of forward-looking indicators when measuring ECL, which can result in upfront recognition of expenses prior to any actual occurrence of a default event. We have applied a probability weighted approach in applying these forward-looking indicators to measure incremental ECL. This approach involved multiple stress scenarios and a range of potential outcomes. Factors considered in determining the range of ECL outcomes include varying degrees of possible length and severity of a recession, the effectiveness of collection strategies implemented to assist customers experiencing financial difficulty, and the level of loan protection insurance held by customers within our portfolio. We will continue to revisit assumptions under this methodology in upcoming quarters as economic conditions evolve.

Technology and development expenses

The following table provides the technology and development expenses for the three months and year ended December 31, 2025 and 2024:

Technology and development expenses consist primarily of personnel and related costs associated with the Company’s product development, business intelligence and information technology infrastructure teams. Associated expenses include hosting costs, software licenses, professional services and costs related to the development and maintenance of technology assets.

Technology and development expenses were $3.0 million for the three months ended December 31, 2025, representing an increase of $0.3 million compared to $2.7 million in the same period last year. Technology and development expenses were $11.2 million for the year ended December 31, 2025, representing an increase of $0.6 million compared to $10.6 million in the same period last year. These increases primarily reflect continued investment in the development and enhancement of the Company’s Intelligent Investing platform and supporting infrastructure.

Marketing expenses

The following table provides the marketing expenses for the three months and year ended December 31, 2025 and 2024:

Marketing expenses consist of salaries and personnel‑related costs, direct marketing and advertising costs related to online and offline customer acquisition (paid search advertising, search engine optimization costs, and direct mail), public relations, promotional event programs and corporate communications.

Marketing expenses were consistent for the three months and year ended December 31, 2025 compared to the same periods last year.

Customer service and operations expenses

The following table provides the customer service and operations (“CS&O”) expenses for the three months and year ended December 31, 2025 and 2024:

CS&O expenses consist primarily of salaries and personnel‑related costs for customer support, payment processing and collections employees. Associated expenses include third-party expenses related to credit data sources and collections.

CS&O increased for the three months ended December 31, 2025. This increase is primarily due to investment in implementing AI and automation in CS&O.

CS&O expenses remained relatively consistent for the year ended December 31, 2025 compared to the same period last year.

General and administration expenses

The following table provides the general and administration (“G&A”) expenses for the three months and year ended December 31, 2025 and 2024:

G&A expenses consist primarily of salary and personnel related costs for our corporate, finance and accounting, credit analysis, underwriting, legal and compliance, fraud detection and human resources employees. Additional expenses include consulting and professional fees, insurance, legal fees, occupancy costs, and other corporate expenses.

G&A expenses were $3.1 million for the three months ended December 31, 2025, which is a $0.1 million decrease compared to $3.2 million in the same period last year. G&A expenses were $14.1 million for the year ended December 31, 2025 which is a decrease of $0.4 million compared to $14.5 million in the same period last year. These decreases were due to decreases in operational costs from streamlined vendor management.

Stock-based compensation and depreciation and amortization

The following table summarizes the stock-based compensation and depreciation and amortization. Expenses for the three months and year ended December 31, 2025 and 2024 were as follows:

Stock-based compensation represents the fair value of stock options granted to employees and directors measured using the Black-Scholes valuation model and amortized over the vesting period of the options. Depreciation and amortization is principally related to the amortization of intangible assets relating to internally capitalized development costs related to our technology platform, and technology, licenses and customer relationships acquired in the acquisitions of Carta, Moka and Fortification in 2021. Stock-based compensation and depreciation and amortization are all non-cash expenses.

Stock-based compensation was $0.2 million in the three months ended December 31, 2025 consistent with the same period in the prior year. For the year ended December 31, 2025 stock-based compensation remained relatively stable at $1.8 million compared to $1.9 million in the prior year.

Depreciation and amortization remained consistent at $2.0 million in the three months ended December 31, 2025 compared to the same period last year. Depreciation and amortization decreased to $8.0 million in the year ended December 31, 2025 compared to $8.4 million in the same period last year. There was a decrease in additions to intangibles compared to the same periods in the prior year resulting in a reduction in depreciation and amortization expense.

Credit facility interest expense

The following table provides a breakdown of credit facility interest expense for the three months and year ended December 31, 2025 and 2024:

Credit facility interest expense relates to the costs incurred in connection with our credit facility. It includes interest expense and the amortization of deferred financing costs.

Credit facility interest expense decreased for the three months and year ended December 31, 2025 compared to the same period last year. The decrease is primarily due to a lower interest rate in the current year.

Other expenses (income)

The following table provides a breakdown of other expenses (income), excluding credit facility interest expense, by type for the three months and year ended December 31, 2025 and 2024:

Total other (income) expenses was an expense of $4.2 million for the three months ended December 31, 2025, which is a change of $16.3 million compared to income of $12.0 million for the same period last year. The change from other income to other expense was primarily driven by a revaluation gain in the prior period compared to a loss in the current period.

Total other (income) expenses was an expense of $0.5 million for the year ended December 31, 2025, which is a decrease of $3.1 million compared to $3.6 million for the same period last year. The variance is primarily due to other income related to the IRA amendments previously discussed, offset by a decrease in revaluation gain for the year.

Revaluation gains and losses was a $3.5 million loss for the three months ended December 31, 2025 compared to a $13.8 million gain in the same period last year. The variance is primarily attributable to a loss in investment portfolio and marketable securities of $2.4 million in the current period, compared to $13.6 million gain in the same period last year. Revaluation gains and losses was a $0.1 million gain for the year ended December 31, 2025 compared to a $1.3 million gain in the same period last year. The variance is primarily attributable to a revaluation loss in investment portfolio and marketable securities of $1.9 million in the current year offset by revaluation gains on the Company's debentures and foreign exchange, compared revaluation losses in the same period last year.

Other non-operating (income) expense for the three months and year ended December 31, 2025 consists primarily of income related to agreements to the IRA amendments as previously noted.

Debenture and other financing expense primarily consists of interest expense related to our debentures and interest expense related to our lease liabilities. Debenture and other financing expense remained relatively consistent for the three months and year ended December 31, 2025.

Selected Quarterly Information

Key Quarterly Trends

Over the eight quarters from Q1 2024 through Q4 2025, the Company’s quarterly results reflect a period of deliberate strategic transition followed by improving operating performance. Early 2024 was characterized by increased investment in the Company’s wealth and payments businesses, alongside continued exposure to lower-margin legacy activities, which weighed on operating results despite stable revenue across core products.

Beginning in the second half of 2024, management initiated a series of actions to improve the quality and durability of earnings and a renewed focus on operating efficiency. While these actions reduced reported revenue in certain quarters, they resulted in a revenue mix increasingly concentrated in the Company’s core businesses, which management believes are more scalable and support more sustainable revenue generation over time.

Through 2025, the Company balanced continued investment in product development with tighter cost discipline, leading to sequential improvements in adjusted EBITDA. Operating performance strengthened in the second half of 2025 as the benefits of prior restructuring actions, efficiency initiatives, and growth in the Company’s core wealth and payments businesses became more evident.

Net income (loss) over the periods presented continued to exhibit quarter-to-quarter variability, primarily due to non-operating items such as revaluation gains and losses related to the Company’s investment portfolio and marketable securities. These items contributed to volatility in reported earnings but did not reflect changes in the underlying performance of the Company’s operating businesses.

In Q4 2025, the Company delivered improvements across key financial metrics, including revenue, profitability, and cash flow, reflecting a more normalized operating profile following the completion of strategic exits and repositioning initiatives undertaken in prior periods. Management believes Q4 2025 represents a clearer reflection of the Company’s current operating structure and provides a more meaningful reference point for evaluating ongoing performance.

Summary of Annual Results

Revenue and business mix

From 2023 through 2025, the Company continued to refine its revenue mix by exiting lower-margin and non-core activities and prioritizing higher-quality, scalable revenue streams. Total revenue declined in 2025 primarily due to the exit of the legacy institutional brokerage business and lower interest revenue following the implementation of the consumer lending rate cap in Canada. At the same time, revenue generated from the Company’s wealth platform and Payments infrastructure continued to grow, reflecting the Company’s ongoing transition toward platform-based revenue streams.

Profitability and earnings

Profitability metrics improved consistently over the three-year period. Net loss narrowed in each successive year, reflecting operating efficiency initiatives, improved cost discipline and the absence of significant impairment and restructuring charges that impacted earlier periods. By 2025, earnings performance benefited from a more focused operating model and a revenue mix increasingly concentrated in higher-margin platform businesses, following the exit of the legacy institutional brokerage business.

Cash flow and operating efficiency

Cash flow from operations before investment in gross loans receivable improved materially from 2023 through 2025, driven by stronger underlying operating performance and, improved working capital management. These improvements reflect the Company’s transition from restructuring and stabilization toward sustainable cash generation.

Balance sheet and capital structure

The Company strengthened its balance sheet over the period through reduced leverage and disciplined capital management. Total assets and liabilities declined as net losses narrowed and outstanding debt obligations were reduced. By 2025, the Company maintained improved financial flexibility, supported by a simplified operating structure and enhanced liquidity management.

Non-IFRS Financial Measures

This MD&A makes reference to certain non-IFRS financial measures. Adjusted revenue, adjusted subscription and services revenue, adjusted payments revenue, adjusted EBITDA, adjusted net income (loss) and cash provided by operating activities before investment in gross loans receivable are non-IFRS financial measures. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of the Company’s results of operations from management’s perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS.

We use non‑IFRS financial measures to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS financial measures. We believe that securities analysts, investors and other interested parties frequently use non‑IFRS financial measures in the evaluation of issuers.

Our management also uses non‑IFRS financial measures in order to facilitate operating performance comparisons from period to period, prepare annual operating budgets and assess our ability to meet our capital expenditure and working capital requirements. These non-IFRS financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for an analysis of our results under IFRS. There are a number of limitations related to the use of non‑IFRS financial measures versus their nearest IFRS equivalents. Investors are encouraged to review our financial statements and disclosures in their entirety and are cautioned not to put undue reliance on any non‑IFRS financial measure and view it in conjunction with the most comparable IFRS financial measures. In evaluating these non‑IFRS financial measures, readers should be aware that in the future we will continue to incur expenses similar to those adjusted in these non-IFRS financial measures.

The following adjusted metrics are intended to provide insight into the performance of the Company’s continuing platform businesses following the strategic exits completed in 2025.

Adjusted revenue

Adjusted revenue is a non-IFRS financial measure calculated as total revenue excluding revenue from the legacy institutional brokerage business and Carta Canada payments revenue, both of which were exited in Q1 2025.

Adjusted revenue has been updated in the current year to also exclude Carta Canada payments revenue in order to reflect the Company’s continuing operations following the strategic decision to focus the payments business on Europe.

Management believes this measure provides a more relevant view of the Company’s ongoing operating performance by excluding revenue from businesses that have been exited and by better reflecting trends within the Company’s core platform businesses.

Adjusted revenue is used by management and the Board to evaluate operating performance and to assess growth trends within the Company’s continuing lines of business.

The following table presents a reconciliation of adjusted revenue to total revenue, the most comparable IFRS financial measure, for each of the periods indicated:

Adjusted subscription and services revenue

Adjusted subscription and services revenue is a non-IFRS financial measure calculated as total subscription and services revenue excluding revenue from the legacy institutional brokerage business and Carta Canada payments revenue, both of which were exited in Q1 2025.

Management uses this measure to evaluate performance within the Company’s core platform revenue streams, which include the Intelligent Investing wealth platform and the Carta payments infrastructure business.

The following table presents a reconciliation of adjusted subscription and services revenue to total revenue, the most comparable IFRS financial measure, for each of the periods indicated:

Adjusted payments revenue

Adjusted payments revenue is a non-IFRS financial measure calculated as total payments revenue excluding Canadian payments revenue, which was exited in Q1 2025 as part of the Company’s decision to focus the Carta platform on European payments programs.

Management uses this measure to evaluate the performance and growth of the Company’s continuing payments infrastructure operations.

The following table presents a reconciliation of adjusted revenue to total revenue, the most comparable IFRS financial measure, for each of the periods indicated: