v3.26.1
Debt
 3 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
Debt
Note 8. Debt
The following table summarizes the components of our debt:
March 31, 2026December 31, 2025
Borrowing Description
Total Collateral(1)
Stated Interest Rate(2)
Termination/Maturity(3)
Total Capacity
Total Outstanding(4)
Total Outstanding
Debt Facilities
Personal loan warehouse facilities$— 
4.28% – 4.91%
June 2026 – October 2028
$3,700,000 $— $— 
Student loan warehouse facilities— 
4.18% – 4.83%
May 2026 – November 2028
3,480,000 — — 
Revolving credit facility(5)
5.26%April 2028645,000 486,000 486,000 
Other Debt
Convertible senior notes, due 2026(6)
—%October 2026428,022 428,022 
Convertible senior notes, due 2029(7)
1.25%March 2029862,500 862,500 
Other financing(8)
261,983 314,927 — — 
Securitizations
Student loan securitizations59,786 
3.09% – 3.73%
August 204850,891 54,107 
Total, before unamortized debt issuance costs, premiums and discounts$1,827,413 $1,830,629 
Less: unamortized debt issuance costs, premiums and discounts(9)
(13,932)(15,467)
Total debt$1,813,481 $1,815,162 
_________________
(1)As of March 31, 2026, represents the total of the unpaid principal balances within each debt category, with the exception of the risk retention warehouse facilities, which include securitization-related investments carried at fair value. In addition, certain securitization interests that eliminate in consolidation are pledged to risk retention warehouse facilities. Collateral balances relative to debt balances may vary period to period due to the timing of the next scheduled payment to the warehouse facility.
(2)For variable-rate debt, the ranges of stated interest rates are based on the interest rates in effect as of March 31, 2026. The interest on our variable-rate debt is typically designed as a reference rate plus a spread. Reference rates as of March 31, 2026 included overnight SOFR, one-month SOFR and commercial paper rates determined by the facility lenders. As debt arrangements are renewed, the reference rate and/or spread are subject to change. Unused commitment fees ranging from 0 to 50 bps on our various warehouse facilities are recognized within noninterest expense—general and administrative in our condensed consolidated statements of operations and comprehensive income.
(3)For securitization debt, the maturity of the notes issued by the various trusts occurs upon either the maturity of the loan collateral or full payment of the loan collateral held in the trusts. Our maturity date represents the legal maturity of the last class of maturing notes. Securitization debt matures as loan collateral payments are made.
(4)There were no debt discounts issued during the three months ended March 31, 2026.
(5)As of March 31, 2026, $11.4 million of the revolving credit facility total capacity was not available for general borrowing purposes because it was utilized to secure letters of credit. Refer to our letter of credit disclosures in Note 14. Commitments, Guarantees, Concentrations and Contingencies for more details. Additionally, the interest rate presented is the interest rate on standard withdrawals on our revolving credit facility, while same-day withdrawals incur interest based on the prime rate.
(6)The original issue discount and debt issuance costs related to the convertible senior notes due 2026 are amortized into interest expense—corporate borrowings in the condensed consolidated statements of operations and comprehensive income using the effective interest method over the contractual term of the notes. For the three months ended March 31, 2026 and March 31, 2025, total interest expense on the convertible notes was $0.5 million and $0.5 million, respectively. For all periods, interest expense was related to amortization of debt discount and issuance costs. For the three months ended March 31, 2026 and March 31, 2025, the effective interest rate was 0.43% and 0.43%, respectively. As of March 31, 2026 and December 31, 2025, unamortized debt discount and issuance costs were $1.0 million and $1.5 million, respectively, and the net carrying amount was $427.0 million and $426.6 million, respectively.
(7)The original issue discount and debt issuance costs related to the convertible senior notes due 2029 are amortized into interest expense—corporate borrowings in the condensed consolidated statements of operations and comprehensive income using the effective interest method over the contractual term of the notes. For the three months ended March 31, 2026, total interest expense on the convertible notes was $3.8 million, which was composed of $2.7 million of contractual interest expense and $1.1 million of amortization of discounts and issuance costs; and the effective interest rate was 1.77%. For the three months ended March 31, 2025, total interest expense on the convertible notes was $3.8 million, which was composed of $2.7 million of contractual interest expense and $1.1 million of amortization of discounts and issuance costs; and the effective interest rate was 1.77%. As of March 31, 2026 and December 31, 2025, unamortized debt discount and issuance costs were $12.9 million and $14.0 million, respectively, and the net carrying amount was $849.6 million and $848.5 million, respectively.
(8)As of March 31, 2026, includes $59.5 million of loans and $202.5 million of investment securities pledged as collateral to secure $264.9 million of available borrowing capacity with the FHLB, of which $46.7 million was not available as it was utilized to secure letters of credit. Refer to our letter of credit disclosures in Note 14. Commitments, Guarantees, Concentrations and Contingencies for more details. Also includes unsecured available borrowing capacity of $50.0 million with correspondent banks.
(9)As of March 31, 2026 and December 31, 2025, unamortized debt issuance costs related to revolving debt of $0.9 million and $1.0 million, respectively, was reported in other assets in the condensed consolidated balance sheets.
Convertible Senior Notes
Convertible Senior Notes, Due 2026
In October 2021, we issued $1.2 billion aggregate principal amount of convertible notes, pursuant to an indenture, dated October 4, 2021, between the Company and U.S. Bank National Association, as trustee (“2026 convertible notes”). The 2026 convertible notes are unsecured, unsubordinated obligations. The 2026 convertible notes do not bear regular interest. The 2026 convertible notes will mature on October 15, 2026, unless earlier repurchased, redeemed or converted.
In December 2023, the Company entered into separate, privately negotiated repurchase agreements with a limited number of holders of the 2026 convertible notes to repurchase $88.0 million aggregate principal amount of the 2026 convertible notes, which were settled through the issuance of 9,490,000 shares of common stock. In March 2024, the Company entered into separate, privately negotiated repurchase agreements with a limited number of holders of the 2026 convertible notes to repurchase $600.0 million aggregate principal amount of the 2026 convertible notes, which were settled through the issuance of 72,621,879 shares of common stock. In August 2024, the Company entered into separate, privately negotiated repurchase agreements with a limited number of holders of the 2026 convertible notes to repurchase $84.0 million aggregate principal amount of the 2026 convertible notes, which were settled through the issuance of 10,591,795 shares of common stock. Following these repurchases, $428.0 million aggregate principal amount of the 2026 convertible notes remain outstanding.
Conversion
The convertible notes were convertible by the noteholders prior to the close of business on the business day immediately preceding April 15, 2026 if certain conditions related to the notes trading price or Company’s share price are met, there are certain corporate events or distributions of the Company’s stock, or the Company calls the notes for redemption, each as set forth in the indenture. On and after April 15, 2026 until the close of business on the second scheduled trading day immediately preceding the maturity date, the convertible notes are freely convertible by the noteholders. The conversion rate is 44.6150 shares of our common stock per $1,000 principal amount of convertible notes, which represents an initial conversion price of approximately $22.41 per share of our common stock.
As of March 31, 2026, the 2026 convertible notes are potentially convertible into 19,096,202 shares of common stock. We expect to settle conversions by a combination of cash and shares of our common stock, based on the applicable conversion rate(s).
Convertible Senior Notes, Due 2029
In March 2024, we issued $862.5 million aggregate principal amount of convertible notes, pursuant to an indenture, dated March 8, 2024, between the Company and U.S. Bank National Association, as trustee (“2029 convertible notes”). The 2029 convertible notes are unsecured, unsubordinated obligations. The 2029 convertible notes will pay interest at a rate of 1.25%, payable semi-annually beginning in September 2024. The 2029 convertible notes will mature on March 15, 2029, unless earlier repurchased, redeemed or converted.
Conversion
During the three months ended March 31, 2026, a conditional conversion feature of the 2029 convertible notes was met. Specifically, the last reported sale price of the Company’s common stock was more than or equal to 130% of the conversion price for at least 20 trading days in the period of 30 consecutive trading days. As a result of this condition being met, the 2029 convertible notes are convertible, in whole or in part, at the option of the holders from April 1, 2026 to June 30, 2026. Through May 7, 2026, no holder elected to convert their notes. Whether the 2029 convertible notes will be convertible following June 30, 2026 will depend on the continued satisfaction of this conversion condition or another conversion condition in the future.
Material Changes to Debt Arrangements
During the three months ended March 31, 2026, we did not open or close any warehouse facilities, and no warehouse facilities matured.
Our warehouse and securitization debt is secured by a continuing lien and security interest in the loans financed by the proceeds. Within each of our debt facilities, we must comply with certain operating and financial covenants. These financial covenants include, but are not limited to, maintaining: (i) a certain minimum tangible net worth, (ii) minimum unrestricted cash and cash equivalents, (iii) a maximum leverage ratio of total debt to tangible net worth, and (iv) minimum risk-based capital and leverage ratios. Our debt covenants can lead to restricted cash classifications in our condensed consolidated balance sheets. Our subsidiaries are restricted in the amount that can be distributed to the parent company only to the extent that such distributions would cause the financial covenants to not be met. We were in compliance with all financial covenants.
We act as a guarantor for our wholly-owned subsidiaries in several arrangements in the case of default. As of March 31, 2026, we have not identified any risks of nonpayment by our wholly-owned subsidiaries.
Maturities of Borrowings
Future maturities of our outstanding debt with scheduled payments, which included our revolving credit facility and convertible notes, were as follows:
March 31, 2026
Remainder of 2026$428,022 
2027— 
2028486,000 
2029862,500 
2030— 
Thereafter— 
Total$1,776,522