AddedRisk Factors
or adverse judgment, in connection with any formal or informal proceeding or investigation by a government agency, may prompt litigation or additional investigations or proceedings as other litigants or other government agencies begin independent reviews of the same or similar activities.
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AddedRisk Factors
State regulatory agencies and attorneys general have increased their examination and enforcement focus on BNPL products and providers, particularly as the CFPB has signaled reduced prioritization of BNPL enforcement at the federal level. In December 2025, a coalition of seven state attorneys general initiated coordinated inquiries into BNPL providers' business practices and compliance with consumer protection laws. We hold state lending, servicing, and money transmission licenses in numerous jurisdictions and are subject to periodic examination by each licensing authority. An increase in the frequency, scope, or intensity of state examinations and investigations could result in findings requiring remediation, fines, consent orders, or restrictions on our product offerings in affected states. Examination findings or enforcement actions by one state regulator or attorney general may prompt similar inquiries or proceedings by other states, compounding the financial, operational, and reputational impact.
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AddedRisk Factors
In March 2022, in response to inflationary conditions, the U.S. Federal Reserve began raising the federal funds interest rate and continued to do so through July 2023. While the U.S. Federal Reserve lowered the federal funds interest rate in the second half of 2024 and again in the second half of 2025, as of August 2026, the federal
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AddedRisk Factors
We have applied to establish Affirm Bank as an industrial loan company to be chartered in the State of Nevada, and there can be no assurance that our application will be approved, or that we will realize the expected benefits of obtaining a bank charter and federal deposit insurance.
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RemovedRisk Factors
•We have a history of operating losses and may not achieve sustained profitability.
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RemovedRisk Factors
We maintain a remote working environment. Over time such remote operations may decrease the cohesiveness of our teams and our ability to maintain our culture, both of which contribute to our success. Additionally, a remote working environment may impede our ability to undertake new business projects, foster a creative environment, hire new team members, and retain existing team members. Such effects may adversely affect the productivity of our team members and overall operations, which could have a material adverse effect on our business, results of operations, financial condition, and future prospects.
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RemovedRisk Factors
Furthermore, we have at times undertaken workforce reductions to better align our operations with our strategic priorities. For example, to manage operating expenses in response to current macroeconomic conditions and ongoing business prioritization efforts, we took certain cost-saving measures, including a reduction of our workforce, in February 2023. There can be no assurance that these actions will not adversely affect employee morale, our culture, our ability to attract and retain employees and our ability to grow in accordance with our overall strategy. If we are not able to maintain our culture, our business, results of operations, financial condition, and future prospects could be materially and adversely affected.
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RemovedRisk Factors
We have a history of operating losses and may not achieve sustained profitability.
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RemovedRisk Factors
We are subject to both natural and man-made events that may unexpectedly disrupt our operations and adversely impact our business.
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RemovedRisk Factors
Our systems and operations are vulnerable to damage or interruption from earthquakes, wildfires, floods, heatwaves, hurricanes, tornadoes, severe winter weather and other natural disasters (including those caused by climate change), power losses, telecommunications failures, strikes, health pandemics, such as the COVID-19 pandemic, and similar events. For example, a significant natural disaster in the San Francisco Bay Area or any other location in which we have offices or facilities or employees working remotely, such as an earthquake, wildfire, heatwave, flood, hurricane, tornado or severe winter storm, could have a material adverse effect on our business, results of operations, financial condition, and future prospects, and our insurance coverage may be insufficient to compensate us for losses that may occur. In addition, strikes, wars, terrorism, and other geopolitical unrest could cause disruptions in our business and lead to interruptions, delays, or loss of critical data. If a natural disaster, power outage, connectivity issue, or other event occurs that impacts our employees' ability to work remotely, our business and results of operations could be adversely affected. We may not have sufficient protection or recovery plans in certain circumstances, such as a significant natural disaster, and our business interruption insurance may be insufficient to compensate us for losses that may occur.
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RemovedRisk Factors
Increased scrutiny from regulators, investors and other stakeholders regarding our sustainability responsibilities, strategy and related disclosures could result in additional costs or risks and adversely impact our reputation, employee retention, and willingness of consumers and merchants to do business with us.
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RemovedRisk Factors
Regulators, investor advocacy groups, certain institutional investors, investment funds, stockholders, consumers and other market participants have focused increasingly on the “sustainability” practices of companies, and companies are facing increasing and evolving scrutiny from customers, regulators, investors, employees, and other stakeholders, as well as from the media (including social media), related to their sustainability practices and disclosure. These parties have placed increased importance on the implications of the social cost of their investments. We may incur additional costs and require additional resources as we prepare for enhanced climate disclosure requirements from regulators, such as California, and as we otherwise evolve our sustainability strategy, practices and related disclosures. If our sustainability strategy, practices and related disclosures, including the impact of our business on climate change, do not meet (or are viewed as not meeting) regulator, investor or other industry stakeholder expectations and standards, which continue to evolve, our brand, reputation and employee retention may be negatively impacted, and we may face negative impacts from consumers who do not support our sustainability strategy, practices and disclosure.
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RemovedRisk Factors
may adversely impact our conversion rates, and, as a result, adversely impact our revenue, GMV, and other of our key operating metrics. These requirements may constrain the operations of our originating bank partners, and the adoption of new laws and changes to, or repeal of, existing laws may have a further impact on our business.
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RemovedRisk Factors
entities, consumers, data subjects, or others. We may also experience difficulty retaining or obtaining new consumers in these jurisdictions due to the legal requirements, compliance cost, potential risk exposure, and uncertainty for these entities, and we may experience significantly increased liability with respect to these consumers pursuant to the terms set forth in our engagements with them.
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RemovedRisk Factors
In the future, we may attempt to obtain financing or to further increase our capital resources by issuing additional shares of our Class A common stock or securities convertible into shares of our Class A common stock or
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RemovedRisk Factors
Nevada law and certain provisions of our articles of incorporation and bylaws could make a merger, tender offer, or proxy contest difficult, thereby adversely affecting the market price of our common stock.
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RewordedRisk Factors
While we have processes and controls in place designed to mitigate the risks associated with using generative AI, including human involvement in the training and monitoring of our AI tools and the alignment of our AI development policies and procedures with guidelines for secure development practices, if the content, analyses, or recommendations that generative AI assists in producing or our products and services are, or are perceived to be, deficient, inaccurate, biased, unethical or otherwise flawed, our reputation, competitive position and business may be adversely affected and we may incur additional costs, including in the form of damages or fines.
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RewordedRisk Factors
For example, in the second half of fiscal year 2025, we reallocated significant resources to prioritize system stability and reduce outages, which may delay resulting in delays to certain product launches and other strategic objectives, including the launch of products or services and our launch in certain international jurisdictions, and adversely affect our business, results of operations, financial condition, and future prospects. objectives.
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RewordedRisk Factors
In addition, as of the end of fiscal 2025, 2026, we relied on a single two Card Issuing Bank Banks to issue the Affirm Card, and we had entered into a payments program partnership with Stride Bank to be an additional issuing bank of the Affirm Card upon launch of the program. Card.
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RewordedRisk Factors
To the extent that any commercial partner constitutes a material portion of our total revenue or GMV for a fiscal period for which financial results are being reported in a Quarterly Report on Form 10-Q or Annual Report on Form 10-K, we will disclose the respective percentage contribution in our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for that period.
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RewordedRisk Factors
If our controls designed to enable us to comply with all applicable anti-money laundering and anti-terrorism financing laws and regulations are ineffective in ensuring compliance with all such laws and regulations, our failure to comply with these laws and regulations could result in a breach and termination of our agreements with our originating bank partners or criticism by international or state governmental agencies, which would have a material adverse effect on our business, results of operations, financial condition, and future prospects.
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RewordedRisk Factors
The process of developing new technologies and products, such as the Affirm Card, Edge, which offers embeds Affirm's pay-over-time functionality in the Affirm App, directly into customers’ primary banking and credit union apps, and AdaptAI, which is Affirm’s AI-powered personalized promotion platform, is complex, and we seek to build our own technology using the latest in artificial intelligence (“AI”) and machine learning (together, “AI/ML”), cloud-based technologies, and other tools to differentiate our products and technologies.
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RewordedRisk Factors
Historically, Our GMV tends to be highest during our GMV has been the strongest during the second quarter of our and fourth fiscal year quarters due to increases in retail commerce during the holiday season. season and promotional activity.
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RewordedRisk Factors
If we fail to retain our relationship with existing consumers, if we do not attract new consumers to our platform and products, or if we do not continually expand usage and volume from consumers on our platform, our business, results of operations, financial condition, and prospects would be materially and adversely affected.
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RewordedRisk Factors
Any significant underperformance of the loans facilitated through our platform may adversely impact our relationship with such funding sources and result in their loss of confidence in us, which could lead to the termination of our existing funding arrangements, which would have a material adverse effect on our business, results of operations, financial condition, and future prospects.
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RewordedRisk Factors
In addition to the risks of various taxing jurisdictions stated above, the Organisation for Economic Co-operation and Development (“OECD”) continues to put forth has developed various initiatives, including a framework to implement a global minimum corporate tax of 15% for certain large multinational enterprises with global revenues and profits above certain thresholds (referred enterprise groups (“MNEs”), commonly referred to as “Pillar Two”). Two.
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RewordedRisk Factors
We have in the past acquired or invested in, and we continue to seek to acquire or invest in, businesses, technologies, or other assets that we believe could complement or expand our business. business, including acquisitions of new lines of business that are adjacent to or outside of our existing ecosystems or geographic territories.
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RewordedRisk Factors
Any change in the nature or amount of personal information that we are required to collect from consumers may cause some consumers to choose not to complete their purchases — or purchase less frequently — with us, which may adversely impact our conversion rates, and, as a result, adversely impact our revenue, GMV, and other of our key operating metrics.
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AddedMD&A
partner with several sub-servicers to manage consumer care, first priority collections, and third-party collections in accordance with our policies and procedures.
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AddedMD&A
Additionally, our operating results are impacted by the percentage of GMV related to transactions occurring through direct merchant point-of-sale integrations relative to GMV processed by our card-issuing partners, which includes transactions on the Affirm Card, our virtual debit cards, and with merchants that integrate Affirm services through one of our platform partners or utilize one of our card-issuing partners to process transactions. While commercial and economic terms vary across these offerings, we generally earn a portion of the interchange fees paid by the merchant which are shared with us through our agreement with the card-issuing partner.
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AddedMD&A
Our operating results are also impacted by the percentage and mix of loans we hold on our balance sheet versus those sold to third-party investors. This is driven by our funding strategy, prevailing capital market conditions, and the supply of capital available from our diverse funding channels and relationships. Because the majority of transactions on our platform result in a loan origination, changes in GMV product mix are generally correlated with the mix of loans purchased from our bank partner or originated through one of our subsidiaries.
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AddedMD&A
The following table presents the composition of loans held for investment, less accrued interest receivable, by loan product, as of the end of each period presented (in thousands):
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AddedMD&A
The following table presents the composition of the average balance of loans held for investment, less accrued interest receivable, by loan product, for each period presented (in thousands):
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AddedMD&A
(1) The average balance of loans held for investment, less accrued interest receivable, is calculated using the ending
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AddedMD&A
balances at each quarter-end during the fiscal year, including the prior fiscal year-end.
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AddedMD&A
During the year ended June 30, 2026, we purchased $40.2 billion of loans from our originating bank partners and directly originated $9.5 billion of loans. The purchased volume of loans originated by our bank partners during the periods primarily included a mix of interest bearing and 0% APR monthly installment products whereas the volume of loans originated through one of our subsidiaries during the periods was primarily Pay-in-X. The total volume and composition of loans purchased and originated during the periods is correlated with the volume and composition of GMV.
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AddedMD&A
During the year ended June 30, 2026, we held substantially all Pay-in-X loans on our balance sheet, while selling a percentage of our interest bearing monthly installment loans and 0% APR monthly installment loans to third party investors, either directly or through off balance sheet securitizations. During the year ended June 30, 2026, we sold loans with an unpaid principal balance of $21.9 billion, comprised of 86% interest-bearing monthly installment loans and 14% 0% APR monthly installment loans.
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AddedMD&A
Refer to Key Operating Metrics for additional information on GMV for the year ended June 30, 2026, compared to the same period in 2025.
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AddedMD&A
•Managing delinquency rates: We are continuously optimizing our underwriting to manage delinquency rates. While these actions did not adversely affect our GMV growth rates during fiscal 2026, any future credit tightening could adversely impact GMV growth rates.
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AddedMD&A
•Volatile capital markets: Since fiscal 2024, capital markets have shown improvement against prior periods. Strong loan performance has allowed us to add substantial capacity across funding channels.
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RemovedMD&A
Our Company is predicated on the principles of simplicity, transparency, and putting people first. By adhering to these principles, we have built enduring, trust-based relationships with consumers and merchants that we believe will set us up for long-term, sustainable success. We believe our innovative approach uniquely positions us to define the future of commerce and payments.
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RemovedMD&A
Additionally, our commercial agreements with our platform partners, the expansion of our consumer eligibility criteria, along with the growing repeat usage of our Affirm Card offerings, are driving an increase in low AOV transactions. As a result, while we expect that transactions per active consumer may increase, revenue as a percentage of GMV may decline in the medium term to the extent that a greater portion of our GMV comes from Affirm Card and other low-AOV offerings.
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RemovedMD&A
•Volatile capital markets: Since fiscal 2024, capital markets have shown improvement against recent periods, which has been evidenced by substantial additions across our funding channels due to our strong loan performance. However, despite these improvements, uncertainties remain in the macroeconomic environment, especially with regard to inflation, the prospect of recession, the magnitude, duration and impact of tariffs on global trade, and the potential for increased unemployment. To address these uncertainties, we leverage our diverse funding channels and counterparties, which contribute to our resilience across various macroeconomic conditions and economic cycles.
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RemovedMD&A
more than one deferral, the total deferral period may not exceed three months. A loan re-amortization lowers the monthly payments by extending the term, which may not exceed twenty-four months.
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RemovedMD&A
Additionally, if our recent trend of pretax earnings continues, we may have sufficient positive evidence to conclude that a significant portion of our valuation allowance is no longer needed. The timing and amount of any valuation allowance release is subject to change based on multiple factors, including our profitability and the extent to which we believe we can sustain it over time. The release of any portion of the valuation allowance would result in the recognition of certain deferred tax assets with a potential corresponding decrease to income tax expense for the period in which the release is recorded, which would represent a non-cash benefit.
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RemovedMD&A
During the year ended June 30, 2025, GMV growth was diversified across categories and loan products, primarily driven by our general merchandise and electronics categories as well as our 0% APR installment loans. For the year ended June 30, 2025, GMV from 0% APR installment loans was $4.7 billion which represented an increase of approximately 63% from $2.9 billion for the year ended June 30, 2024.
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RemovedMD&A
Additions from loans purchased or originated, net of refunds 356,398 268,441 259,720
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RemovedMD&A
Merchant network revenue is impacted by both GMV and the mix of loans originated on our platform as merchant fees vary based on loan characteristics. In particular, merchant network revenue as a percentage of GMV typically increases with longer-term, non interest-bearing loans with higher AOVs, and decreases with shorter-term, interest-bearing loans with lower AOVs.
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RemovedMD&A
With respect to the frequency and mix of transactions, the transactions per active consumer increased from 4.9 as of June 30, 2024 to 5.8 as of June 30, 2025. The increase is partially offset by a decrease in AOV. For the year ended June 30, 2025 AOV was $273, down from $292 for the same period in fiscal 2024. The decrease in AOV is driven by the diversification of our merchant base, with accelerated growth in some of our largest interest-bearing merchant programs, and our ongoing initiative to drive repeat usage of our platform beyond one-time high AOV purchases.
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RewordedMD&A
Additionally, amortization expense related to the Amazon commercial agreement decreased decrease was also driven by $12.2 a $15.4 million, or 37%, 58%, decrease in Shopify warrant expense during the year ended June 30, 2025, 2026, compared to the same period in 2024, 2025, primarily due to the renewal of the commercial an amendment made in our partnership agreement in February 2024, agreement, which extended the amortization period of benefit over which we amortize the commercial agreement asset. asset from six to nine years.
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RewordedMD&A
The 2026 Notes mature on (i) $221.3 million aggregate principal amount of our 0.00% convertible senior notes due November 15, 2026, 2026 (the “2026 Notes”) and the 2029 Notes mature on (ii) $920.0 million principal amount of our 0.75% convertible senior notes due December 15, 2029, 2029 (the “2029 Notes”), in each case unless earlier converted, redeemed, or repurchased in accordance with their terms.
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RewordedMD&A
This was partially offset by cash Cash outflows of included $22.3 billion related to principal repayments on secured debt, $1.0 billion related to the repurchase and extinguishment of a portion of our 2026 Notes, $250.0 million related to the repurchase of shares of our Class A common stock shares in connection with the issuance of the 2029 Notes, $262.6 million related to borrowing and repayment of funding debt, and cash outflows of $303.8 million related to taxes paid on vested RSUs. equity awards.
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RewordedMD&A
Generally, interest income is correlated with the changes in Although the average balance of interest bearing loans held for investment, which investment increased by 28% to $6.5 billion for during the year ended June 30, 2025, 2026, compared to the same period in 2024. 2025, growth in average loan balances varied by product type.
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RewordedMD&A
Gain The volume-driven increase in gain on sales of loans loans, for the year ended June 30, 2025 increased 2026, was further accelerated by $184.5 a decrease in our estimated recourse liability for loans sold to third-party investors of $12.2 million, or 94%, 38%, compared to the same period in 2024. 2025.
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RewordedMD&A
Data infrastructure and hosting costs costs, including data provider costs, increased by $24.6 $52.2 million, or 29%, 33%, for the year ended June 30, 2025, 2026, compared to the same period in 2024, due to a 47% increase in consumer transactions as a result of continued growth at our merchants and platform partners. 2025.
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RewordedMD&A
Data infrastructure Payroll and hosting costs personnel-related expenses increased by $24.6 $22.3 million, or 29%, 11%, for the year ended June 30, 2025, 2026, compared to the same period in 2024, 2025, primarily due to a 47% an increase in consumer transactions as a result of continued growth at our merchants and platform partners. headcount.
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RewordedMD&A
Historically, our GMV has been the strongest during our fiscal second quarter due to increases in retail commerce during the holiday season and our Our loan delinquencies are tend to be at their lowest during our fiscal third and fourth quarter, quarters, as consumer savings benefit from tax refunds.
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RewordedMD&A
Additionally, Of the total loans purchased, 0% APR installment loans represented $4.4 $6.3 billion of the total loans purchased during the year ended June 30, 2026, and $4.4 billion for the same period in 2025, an increase of 65% compared to the same period in 2024. 41%.
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RewordedMD&A
The income tax expense/(benefit) benefit for the year ended June 30, 2025 2026 was $1.4 billion, compared to an income tax expense of $9.3 million changed from $2.2 million for the same period in 2024, an overall increase to income tax expense of $7.0 million, or 316%. 2025.
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RewordedMD&A
As of June 30, 2025, 2026, we had approximately 23.0 27.8 million active consumers, which represented an increase of 23% 21% and 48% compared to approximately 18.7 million as of June 30, 2025, and June 30, 2024, and 40% compared to approximately 16.5 million as of June 30, 2023. respectively.
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RewordedMD&A
The average unpaid principal balance of loans owned held by third-party loan owners investors and off-balance sheet securitizations increased from $4.9 to $9.1 billion during for the year ended June 30, 2024 2026, compared to $6.6 billion during the year ended June 30, same period in 2025, an increase of 36%. 42%.
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Quiet changesMD&A
In connection with the loan agreement, the master trust issued a variable funding note (“VFN”), where borrowings will be are secured by loan collateral sold to the master trust.
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Quiet changesMD&A
(1)Operating lease amounts include minimum rental payments under our non-cancelable leases primarily for office facilities.
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