v3.26.3
Securitizations
9 Months Ended
Sep. 30, 2026
Transfers and Servicing [Abstract]  
Securitizations Securitizations
Personal Loan Securitizations
Prosper served as the sole sponsor of two securitizations of unsecured personal whole loans facilitated through the Company’s marketplace that were previously held in consolidated warehouse trusts: PMIT 2023-1 in September 2023 and PMIT 2024-1 in March 2024, respectively. These transactions benefitted the Company by reducing the financing costs associated with the underlying Borrower Loans. Both securitizations issued senior notes and residual certificates to finance the purchase of Borrower Loans. The notes were sold to third-party investors and a majority-owned affiliate of the sole sponsor of the securitizations, PFL, retained the residual certificates. In addition to the residual certificates, Prosper’s continued involvement included servicing responsibilities over the life of the underlying loans.
PMIT 2023-1 and PMIT 2024-1 (together, the “PMITs”) were deemed VIEs, and the Company consolidated them as the primary beneficiary. Through Prosper’s role as the servicer, it had the power to direct the activities that most significantly affect the PMITs’ economic performance. Additionally, because the Company held the residual certificates, it had a variable interest that could potentially be significant to the PMITs. In evaluating whether Prosper was the primary beneficiary, management considered both qualitative and quantitative factors regarding the nature, size and form of the Company’s involvement with the PMITs. Management assessed whether Prosper was the primary beneficiary of the PMITs on an on-going basis. For the PMITs, the creditors had no recourse to the general credit of Prosper and the liabilities of the PMITs could only be settled by their respective assets. Additionally, the assets of the PMITs could be used only to settle obligations of the PMITs. Because Prosper consolidated the PMITs’ securitization trusts, the Borrower Loans held in those trusts were included in Borrower Loans, at Fair Value, and the notes sold to third-party investors were presented in Notes Issued by Securitization Trusts on the condensed consolidated balance sheets. Because Prosper holds 100% of the residual certificates issued by the PMITs, they eliminated through consolidation and were thus not presented on the condensed consolidated balance sheets.
In the third quarter of 2026, the Company, in its capacity as servicer, exercised its optional clean-up call rights to terminate the PMITs in separate transactions after the outstanding principal balance of Borrower Loans held by each securitization fell below the contractual threshold of 10% of the original outstanding principal balance. In connection with these clean-up calls, performing Borrower Loans held by these securitizations were sold to the same unaffiliated third-party investor, while non-performing Borrower Loans were retained by PFL. All outstanding principal and interest on the respective Notes Issued by Securitization Trusts were fully repaid, using proceeds from the Borrower Loan sales, existing restricted cash and cash contributions from the Company. On the respective dates of these transactions, the PMIT 2023-1 and PMIT 2024-1 securitization trusts were dissolved, and the two entities were fully deconsolidated from the Company’s financial statements. Refer below for additional details relevant to each individual securitization.
PMIT 2023-1
In September 2023, Prosper closed the PMIT 2023-1 securitization. Based on the terms of the underlying agreements, the PWIIT Warehouse Line (see Note 11, Debt) agreed to contribute Borrower Loans with an aggregate outstanding principal balance of $275.9 million as of the established cutoff date of August 31, 2023, to the PMIT 2023-1 securitization. On September 25, 2023, these Borrower Loans, with an updated aggregate outstanding principal balance of $266.1 million, were contributed to the PMIT 2023-1 securitization.
The notes under PMIT 2023-1 were issued in five classes: Class A in the amount of $165.5 million, Class B in the amount of $25.4 million, Class C in the amount of $25.1 million, Class D in the amount of $22.3 million and Class E in the amount of $13.1 million (collectively, the “2023-1 Notes”). The Class A, Class B, Class C, Class D and Class E notes bore interest at fixed rates of 7.06%, 7.48%, 8.29%, 11.24% and 15.49%, respectively. Principal and interest payments began in October 2023 and were payable monthly. The 2023-1 Notes were recorded at amortized cost, net of original issue discounts totaling approximately $0.8 million. These discounts, along with debt issuance costs incurred of $2.7 million, were deferred and scheduled to be amortized into interest expense over the contractual lives of the 2023-1 Notes using the effective interest method.
On July 15, 2026, the Company exercised its optional clean-up call rights to terminate PMIT 2023-1. In connection with the clean-up call, performing Borrower Loans with an aggregate principal balance of $20.2 million were sold to an unaffiliated third-party investor for proceeds of $20.0 million. In addition, non-performing Borrower Loans with an aggregate outstanding principal of $2.6 million, and a fair value of approximately $1.1 million, were retained by PFL. These Borrower Loans were transferred to PFL in the form of an equity contribution, which eliminated upon consolidation. The outstanding principal and interest on the 2023-1 Notes of $26.3 million was fully repaid and extinguished using proceeds from the Borrower Loans sale, existing restricted cash and a $1.4 million cash contribution from the Company. As a result, the PMIT 2023-1 securitization trust was dissolved and deconsolidated from the Company’s financial statements on July 15, 2026. In connection with the extinguishment of the 2023-1 Notes, remaining unamortized deferred debt issuance costs and discounts totaling $0.3 million were accelerated and recognized in interest expense, representing the total net impact recognized in earnings upon termination of the trust and extinguishment of the debt.
PMIT 2024-1
In March 2024, Prosper closed the PMIT 2024-1 securitization. Based on the terms of the underlying agreements, the PWIT Warehouse Line (see Note 11, Debt) agreed to contribute Borrower Loans with an aggregate outstanding principal balance of $148.9 million as of the established cutoff date of February 14, 2024, to the PMIT 2024-1 securitization. On March 28, 2024, these Borrower Loans, with an updated aggregate outstanding principal balance of $138.0 million, were contributed to the PMIT 2024-1 securitization.
The notes under PMIT 2024-1 were issued in four classes: Class A in the amount of $105.2 million, Class B in the amount of $10.8 million, Class C in the amount of $10.3 million and Class D in the amount of $10.2 million (collectively, the “2024-1 Notes”). The Class A, Class B, Class C and Class D notes bear interest at fixed rates of 6.12%, 6.13%, 6.96%, 10.98%, respectively. The 2024-1 Notes were recorded at amortized cost, net of debt issuance costs incurred of $1.5 million. These debt issuance costs were deferred and scheduled to be amortized into interest expense over the contractual lives of the 2024-1 Notes using the effective interest method.
On September 15, 2026, the Company exercised its optional clean-up call rights to terminate PMIT 2024-1. In connection with the clean-up call, performing Borrower Loans with an aggregate outstanding principal balance of $8.8 million were sold to an unaffiliated third-party investor for proceeds of $8.7 million. In addition, non-performing Borrower Loans with an aggregate outstanding principal of $1.3 million, and a fair value of approximately $0.5 million, were retained by PFL. These Borrower Loans were transferred to PFL in the form of an equity contribution, which eliminated in consolidation. The outstanding principal and interest on the 2024-1 Notes of $11.3 million was fully repaid and extinguished using proceeds from the Borrower Loan sale, existing restricted cash and a $0.2 million cash contribution from the Company. As a result of these transactions, the PMIT 2024-1 securitization trust was dissolved and fully deconsolidated from the Company’s financial statements on September 15, 2026, representing the total net impact recognized in earnings upon termination of the trust and extinguishment of the debt.
Credit Card Securitizations
Prosper served as the sole sponsor of two securitizations of Credit Card receivables originally classified as Prosper Allocations on Coastal’s balance sheet: the PMCC 2024-1 Transaction in November 2024, and the PMCC 2026-1 Transaction in August 2026. The PMCC 2024-1 securitization was terminated in conjunction with the closing of the PMCC 2026-1 Transaction, as proceeds from the issuance of notes by PMCC 2026-1 were used to repay the outstanding balance of PMCC 2024-1 notes, and Credit Card receivables held by PMCC 2024-1 were contributed to PMCC 2026-1. Refer below for additional details relevant to each individual securitization.
Consistent with PMCC 2024-1, PMCC 2026-1 is structured as a limited liability company and is wholly owned by PMI, but is considered a deemed VIE due to its lack of equity at risk. PMI consolidates it as the primary beneficiary, as through its role as the servicer, the Company has the power to direct the activities that most significantly affect the PMCC 2026-1 Transaction’s economic performance. Additionally, because the Company holds its only residual certificate, it has a variable interest that could potentially be significant to PMCC 2026-1. In evaluating whether PMI is the primary beneficiary, management considers both qualitative and quantitative factors regarding the nature, size and form of the Company’s involvement with PMCC 2026-1. Management assesses whether PMI is the primary beneficiary of the VIE on an on-going basis. For PMCC 2026-1, the creditors have no recourse to the general credit of Prosper and the liabilities of the limited liability company can only be settled by PMCC 2026-1’s assets. Additionally, the assets of PMCC 2026-1 can be used only to settle obligations of PMCC 2026-1.
Because the transfers of the underlying Credit Card receivables from Coastal to PMCC 2026-1 do not meet the requirements for sales accounting treatment under ASC 860, Transfers and Servicing, the Company has recorded on its condensed consolidated balance sheet a Receivable from Credit Card Partner that effectively consists of the underlying Credit Card receivables securitized through PMCC 2026-1. Notes sold to third-party investors are presented in Notes Issued by Securitization Trusts on the condensed consolidated balance sheets. The only residual certificate issued by PMCC 2026-1 is held by PMI, and thus eliminates through consolidation and is not presented on the condensed consolidated balance sheets.
PMCC 2024-1
In November 2024, the Company closed the PMCC 2024-1 Transaction, a securitization of Credit Card receivables previously classified as Prosper Allocations on Coastal’s balance sheet. Based on the terms of the underlying agreements, PMI and Coastal agreed to transfer Credit Card receivables with an aggregate outstanding principal balance of $90.9 million as of the established cutoff date of September 30, 2024, to the PMCC 2024-1 Transaction. On November 1, 2024, these Credit Card receivables, with an updated aggregate outstanding principal balance of approximately $94.7 million, along with associated interest receivable of $2.2 million, were transferred to the PMCC 2024-1 Transaction. PMCC 2024-1 issued notes and a residual certificate to finance the payment to Coastal for the transfer of the Credit Card receivables. The notes were sold to third-party investors, and the residual certificate was acquired by PMI, as the sole sponsor of the PMCC 2024-1 Transaction.
The notes under PMCC 2024-1 were issued in four classes: Class A in the amount of $46.3 million, Class B in the amount of $10.7 million, Class C in the amount of $11.1 million and Class D in the amount of $14.8 million (collectively, the “PMCC 2024-1 Notes”). The Class A, Class B, Class C and Class D notes bore interest at fixed rates of 6.15%, 7.15%, 10.05% and 14.64%, respectively. No principal payments were due on the PMCC 2024-1 Notes for the first two years of the PMCC 2024-1 Transaction, through November 1, 2026, which is referred to as the revolving period. Interest was payable monthly. These notes were recorded at amortized cost, net of original issue discounts totaling $0.3 million. These discounts, along with debt issuance costs incurred of $2.2 million, were deferred and scheduled to be amortized into interest expense over the two-year revolving period of the notes using the effective interest method.
On August 31, 2026, the Company exercised its optional redemption rights to terminate the PMCC 2024-1 Transaction. In connection with the optional redemption, all underlying Credit Card receivables with an unpaid principal balance of $89.3 million were transferred from PMCC 2024-1 to the PMCC 2026-1 Transaction. The aggregate outstanding principal and accrued interest on the PMCC 2024-1 Notes of $83.2 million were fully repaid and extinguished using proceeds from the issuance of notes by PMCC 2026-1. In connection with the debt extinguishment, remaining unamortized debt issuance costs and discounts totaling $0.3 million were accelerated into interest expense on August 31, 2026. As of September 30, 2026, no balances remained outstanding under PMCC 2024-1.
PMCC 2026-1
In August 2026, Prosper closed the PMCC 2026-1 securitization. Based on the terms of the underlying agreements, Credit Card receivables with an unpaid principal balance of $89.3 million and $244.1 million (aggregate of $333.4 million) were purchased from PMCC 2024-1 (as referenced above), and Coastal, respectively. PMCC 2026-1 issued notes and a residual certificate to finance the payments made to PMCC 2024-1 and Coastal for the purchase of these Credit Card receivables. The notes were sold to third-party investors, and the residual certificate was acquired by PMI, as the sole sponsor of the PMCC 2026-1 securitization. In addition to the residual certificate, the Company’s continued involvement included servicing responsibilities over the life of the underlying Credit Card receivables, including curing any Asset Deficiency (see below).
The notes under PMCC 2026-1 were issued in six classes: Class A in the amount of $114.1 million, Class B in the amount of $28.3 million, Class C in the amount of $34.6 million, Class D in the amount of $44.1 million, Class E in the amount of $48.1 million and Class F in the amount of $53.0 million, for an aggregate face value of $322.3 million (collectively, the “PMCC 2026-1 Notes”). Gross proceeds from the issuance of the 2026-1 Notes were $322.0 million. The Class A, Class B, Class C, Class D, Class E and Class F notes bear interest at fixed rates of 5.34%, 5.69%, 6.08%, 6.42%, 7.83% and 11.18%, respectively. No principal payments will be due on the PMCC 2026-1 Notes for the first two years of the PMCC 2026-1 Transaction, through August 31, 2028, which is referred to as the revolving period. At the end of that two-year period, if the revolving period is not extended, the PMCC 2026-1 Transaction enters the amortization period, whereby the PMCC 2026-1 Notes will be repaid in accordance with a waterfall calculation, generally tied to the collections of the associated Credit Card receivables. Interest is payable monthly. The PMCC 2026-1 Notes are recorded at amortized cost, net of original issue discounts of $0.3 million and debt issuance costs incurred of $3.7 million. These discounts and debt issuance costs are deferred and amortized into interest expense over the two-year revolving period of the PMCC 2026-1 Notes using the effective interest method. As of September 30, 2026, the outstanding principal and accrued interest of the 2026-1 Notes was $324.1 million, secured by a total outstanding balance of Credit Card receivables (inclusive of principal, interest and fees) of $348.8 million, and approximately $3.5 million in cash held in collateral and reserve accounts, which is included in Restricted Cash on the condensed consolidated balance sheets.
During the two-year revolving period, PMCC 2026-1 is required to maintain a contractual advance rate of no greater than 93.5%, calculated as the ratio of notes outstanding to the aggregate pool balance (inclusive of reserve cash and net of a 1% dilutional balance). In order to maintain compliance with this required advance rate, PMI will regularly purchase additional Credit Card receivables from accounts designated as eligible for the securitization, and may designate additional eligible accounts from Prosper Allocations, as necessary.