Litigation — The Company is or may become, from time to time, involved in various disputes, litigation, arbitration, and regulatory inquiry and investigation matters that arise in the ordinary course of business. Given the inherent unpredictability of matters the Company has been and currently is involved in, the outcome of these proceedings cannot be determined at this time, and it is possible that future adverse outcomes could have a material adverse effect on its business, financial position or results of operations. The Company is not aware of any unasserted claims for which management believes assertion is probable and, if asserted, an unfavorable outcome would be reasonably possible and material. The Company may become involved in additional litigation in the ordinary course of the Company’s business in the future, including litigation that could be material to its business.

The Company reviews the need for any loss contingency reserves and establishes reserves when, in the opinion of management, it is probable that a matter would result in a liability and the amount of loss, if any, can be reasonably estimated. Management, after consultation with legal counsel, believes that there are no known actions or threats that would result in a material adverse effect on the Company’s financial condition, results of operations, or cash flows.

The Company is, from time to time, subject to inquiries by government entities, though the Company currently does not believe any of these inquiries would result in a material adverse effect on the Company’s business.

Indemnifications — In the normal course of business, the Company and its subsidiaries enter into contracts that contain representations and warranties that provide general indemnifications in regards to legal proceedings. The Company’s maximum exposure under these arrangements is unknown as this would involve future legal claims that may be made against the Company that have not yet occurred. However, based on its experience, the Company expects the risk of material loss to be remote.

Loan Purchase and Servicing Commitments — The Company enters into agreements with various loan origination partners to purchase and service the loans they originate through the Technology Offering. At June 30, 2026 and December 31, 2025, purchase commitments were not material. The Company does not record an asset or liability for purchase or servicing commitments since it expects such commitments to benefit the Company, the Company has not yet taken control of the underlying loans, and the commitments are not material.

Loan Funding Obligations — The HELOC loans that the Company originates or purchases include terms that permit borrowers to draw amounts, or redraw previously repaid amounts, typically up to a 5-year period after the original origination date. At June 30, 2026 and December 31, 2025, borrowers were able to borrow up to $128.1 million and $105.1 million on undrawn HELOC loans that the Company has committed to fund. Additionally, the Company has $43.6 million and $16.9 million in unfunded loan commitments at June 30, 2026 and December 31, 2025, respectively, related to loans originated or purchased near the end of each respective period, which were substantially settled within a week after each period end.

Loan Repurchase Obligations — The Company has contractual agreements with certain loan buyers to repurchase or substitute loans where a borrower misses a payment within 30 to 90 days since the loan’s origination, though the Company indemnifies the loan buyer against future losses on such loans in certain cases. The repurchase price is equal to the original sale price to the loan purchaser and the Company recognizes a loss to the extent the repurchase price of the loan exceeds the estimated fair value on the repurchase date, further adjusted upon resale of the loan, if applicable. The Company generally continues to service the defaulting loan through a third-party subservicer. The Company repurchased loans for which it recognized losses of $1.6 million and $1.6 million, respectively, for the three and six months ended June 30, 2026, and $2.1 million and $3.7 million, respectively, for the three and six months ended June 30, 2025 within “Other expense” in the Condensed Consolidated Statements of Operations.

At June 30, 2026, the Company has contingent commitments to repurchase loans with an aggregate UPB of up to $2.9 billion for which the Company recorded repurchase obligations totaling $19.2 million. At December 31, 2025, the Company had contingent commitments to repurchase loans with an aggregate UPB of up to $1.8 billion for which the Company recorded repurchase obligations totaling $17.7 million. These repurchase obligations are recorded within “Payables to third-party loan owners” in the Condensed Consolidated Balance Sheets. The Company recorded a reserve of $7.3 million and $6.2 million within “Other current liabilities” in the Condensed Consolidated Balance Sheets, based on the Company’s estimate of expected future losses at June 30, 2026 and December 31, 2025, respectively.

Securitization Commitments — During the three months ended June 30, 2026, the Company entered into a pre-funded securitization transaction collateralized by HELOC loans originated or acquired by the Company. The vehicle structure permits staggered delivery of loans following settlement and engages a related party affiliate which is an equity method investee of the Company. At settlement, program fees of $0.6 million were recognized and reported in the “Ecosystem and technology fees” caption on the Condensed Consolidated Statements of Operations at June 30, 2026. Further, the Company is obligated to deliver HELOC loans with an aggregate UPB of $300.0 million prior to the close of the prefunding period, which is expected to occur in the three months ending September 30, 2026.

Securitization Reserve Account Funding Obligations — The Company, in its capacity as servicer of certain securitizations, has committed to fund and replenish customary reserve accounts held by the securitization trust that the Company initially funds at the time of securitization in an amount based upon expected prepayments, delinquencies, defaults, and draws from borrowers for loans in the securitization. While the Company’s obligation to fund reserve amounts is not limited, and the Company cannot reliably estimate the long-term macroeconomic environment that may impact its maximum exposure for such obligations over the contractual life of the securitization, the Company does not expect to fund material amounts to its securitizations in excess of current balances of the reserve accounts at June 30, 2026.

Capital Commitments — In February 2025, the Company entered into a joint venture agreement with a third party to finance loans originated or purchased by the Company. As part of that agreement, the Company committed to invest up to $10.5 million in exchange for a 5.0% interest in the joint venture. The Company contributed $3.0 million in capital to the joint venture during the three and six months ended June 30, 2026.

Leases — The Company has non-cancellable leases on office spaces expiring through 2031 that it does not sublease. Rent expense totaled $0.7 million and $1.3 million for the three and six months ended June 30, 2026, respectively, and $0.6 million and $1.3 million for the three and six months ended June 30, 2025, respectively. The Company has leases that include renewal options, leasehold improvement incentives, and escalation clauses. At June 30, 2026, the Company has not considered such renewal provisions in the determination of the lease term, as it is not reasonably certain these options will be exercised. The terms of the leases do not impose any financial restrictions or covenants. Operating lease right-of-use (“ROU”) assets of $4.3 million are presented in “Other non-current assets”, and lease liabilities of $4.8 million are presented in “Other current liabilities” and “Lease liability, non-current”, in the Condensed Consolidated Balance Sheets at June 30, 2026.


Years Ending December 31,	June 30, 2026
2026 (remainder)	$	827
2027	1,519
2028	1,337
2029	1,017
2030	988
Thereafter	83
Total undiscounted lease payments	$	5,771
Less: Imputed Interest	(995)
Operating Lease Liabilities	$	4,776

At June 30, 2026 and December 31, 2025, the weighted average remaining lease term for operating leases was 4.2 years and 4.2 years, respectively, and the weighted average discount rate was 10.2% and 9.3%, respectively. Cash paid for amounts included in the measurement of operating lease liabilities was $0.8 million and $1.5 million for the three and six months ended June 30, 2026, respectively, and $0.4 million and $1.1 million for the three and six months ended June 30, 2025, respectively.

The Merger Agreement contains mutual termination rights for Kiavi and the Company under certain conditions, as defined in the Merger Agreement. The Merger Agreement also contains a termination right for the Company if Kiavi has not delivered the Requisite Stockholder Consent (as defined in the Merger Agreement) to the Company prior to the date specified in the Merger Agreement. Under the Merger Agreement, the Company may be required to pay a termination fee to Kiavi of $25.0 million if the Merger Agreement is terminated by the Company under certain conditions, as defined in the Merger Agreement.

Concurrently with the execution of the Merger Agreement, the Company entered into a commitment letter with Bank of America, N.A., BofA Securities, Inc. and Barclays Bank PLC, pursuant to which Bank of America, N.A. and Barclays Bank PLC committed, subject to the satisfaction of customary conditions, to provide the Company with a 364-day Bridge Loan Facility in an aggregate principal amount not to exceed $600.0 million, which remained undrawn as of June 30, 2026. Refer to “Note 6—Debt” for further information regarding the Bridge Loan Facility.

On July 14, 2026, the Company closed its previously announced private offering of $600.0 million principal amount of 8.500% Senior Notes. Concurrently with, and as a result of, the issuance of the Notes, the Company terminated the Bridge Loan Facility effective July 14, 2026. Refer to “Note 14—Subsequent Events” for further information regarding the issuance of the Notes.