As filed with the Securities and Exchange Commission on March 6, 2026.

Registration No. 333-290207

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Lendbuzz Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

6141

47-5047556

(State or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

100 Summer St.

Boston, Massachusetts, 02110

(857) 999-0250

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Amitay Kalmar

Chief Executive Officer and Co-Founder

Lendbuzz Inc.

100 Summer St.

Boston, Massachusetts, 02110

(857) 999-0250

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Nicole Brookshire

Hillary A. Coleman

Arisa A. Sin

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

(212) 450-4000

Ryan J. Dzierniejko

Jeffrey A. Brill

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

395 9th Avenue

New York, New York 10001

(212) 735-3000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MARCH 6, 2026

PRELIMINARY PROSPECTUS

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Shares

Lendbuzz Inc.

Common Stock

$ per share

Lendbuzz Inc. is offering shares of its common stock, par value $0.001 per share, or the common stock. The selling stockholders identified in this prospectus are offering an additional shares of common stock. Lendbuzz will not receive any proceeds from the sale of common stock by the selling stockholders.

This is our initial public offering and no public market exists for our common stock. We anticipate that the initial public offering price will be between $ and $ per share.

We have applied to list our common stock on the Nasdaq Global Select Market under the symbol “LBZZ.”

Investing in our common stock involves risks. See “Risk Factors” beginning on page 31.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


	Per Share	Total
Public offering price	$	$
Underwriting discounts and commissions⁽¹⁾	$	$
Proceeds to us before expenses	$	$
Proceeds to the selling stockholders before expenses	$	$

⁽¹⁾	See the section titled “Underwriting” for a description of the compensation payable to the underwriters.

We have granted the underwriters the option to purchase an additional shares of common stock at the initial public offering price less underwriting discounts and commissions.

The underwriters expect to deliver the shares to purchasers on or about , 2026 through the book-entry facilities of The Depository Trust Company.

Lead Book-running Managers

Goldman Sachs &

Co. LLC

J.P. Morgan

RBC Capital

Markets

Mizuho

Passive Bookrunners

TD Securities

Citizens Capital Markets

Keefe, Bruyette & Woods

A Stifel Company

Needham & Company

Prospectus dated , 2026

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TABLE OF CONTENTS


	Page
Prospectus Summary		1
Risk Factors		31
Special Note Regarding Forward-Looking Statements		67
Market, Industry, and Other Data		69
Use of Proceeds		70
Dividend Policy		71
Capitalization		72
Dilution		75
Management’s Discussion and Analysis of Financial Condition and Results of Operations		78
Business		125
Management		152


	Page
Executive and Director Compensation		157
Certain Relationships and Related Party Transactions		177
Principal and Selling Stockholders		180
Description of Capital Stock		182
Material U.S. Federal Income and Estate Tax Consequences for Non-U.S. Holders of Common Stock		189
Shares Eligible for Future Sale		192
Underwriting		194
Legal Matters		201
Experts		201
Where You Can Find More Information		201
Index to Consolidated Financial Statements		F-1

About This Prospectus

In this prospectus, “Lendbuzz,” “Lendbuzz Inc.,” the “Company,” “we,” “us” and “our” refer to Lendbuzz Inc. and its consolidated subsidiaries. We, the selling stockholders and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We, the selling stockholders and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide you. We, the selling stockholders and underwriters are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the common stock.

For investors outside of the United States: neither we, the selling stockholders, nor any of the underwriters have done anything that would permit the use of or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our common stock and the distribution of this prospectus outside of the United States.

Until , 2026 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.


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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before deciding to invest in our common stock. You should read this entire prospectus carefully, including the sections titled “Risk Factors,” “Special Note Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections and the consolidated financial statements and the related notes to those statements included elsewhere in this prospectus, before making an investment decision.

Company Overview

Our mission is to offer fair access to credit for underserved populations.

We are a financial technology company that utilizes artificial intelligence, or AI, and machine learning algorithms to better assess consumer credit risk and expand access to credit. We seamlessly process large sets of data through advanced computational approaches to more accurately predict a consumer’s creditworthiness. Our business benefits both consumers through expanded access to credit, and auto dealerships via increased vehicle sales.

Our founders immigrated to the U.S. for graduate school. Upon their arrival, due to their lack of a credit history in the U.S., they could not access basic consumer credit products such as a credit card or an auto loan. Seeing a clear market opportunity to solve this problem using their background in financial services, computer science, and AI, they launched Lendbuzz in 2015 with a focus on auto finance for underserved populations.

Obtaining an auto loan has historically relied upon a traditional, paper-based process. The experience varies in complexity based on a consumer’s creditworthiness. Non prime consumers are typically required to complete a lengthy and cumbersome process. Further, lenders using traditional underwriting approaches often misprice those with limited to no traditional credit history, resulting in higher rates and unattractive terms. This negatively impacts the consumer experience and dealership sales.

Our proprietary AI-powered solution efficiently analyzes thousands of data points to underwrite underserved consumers and drive credit outperformance. We serve consumers with thin and no credit files, or credit invisibles, and those traditionally called near prime (consumers with VantageScores^® of 601-719). We estimate that, based on Oliver Wyman’s 2022 Financial Inclusion and Access to Credit report and VantageScore’s 2023 CreditGauge report, these groups collectively represent a market of approximately 119 million people in the U.S. or approximately 46% of the total U.S. adult population. We utilize our data and technology to build more robust financial profiles of these consumers, enabling us to more accurately identify those expected to generate better credit performance. We believe our machine learning models, combined with the use of alternative data and data-driven credit decisioning, differentiate us from traditional lenders.

In addition to providing fair access to credit, we offer consumers a modern, digital lending experience. Friction is reduced for consumers as we engage with them through an entirely mobile-enabled digital process.

We acquire consumers through the U.S. auto dealership market, which serves as a scalable and efficient go-to-market channel and minimizes our customer acquisition costs. By expanding access to credit and providing a superior borrowing experience for near prime consumers and credit invisibles, we help our dealership partners expand their pool of potential consumers. Additionally, we have streamlined the loan application experience for dealerships through our proprietary dealership portal. As a result, our dealership partners are loyal, as demonstrated by our 100%+ net dollar retention rate, which we have achieved consistently for 19 consecutive quarters as of December 31, 2025, historically leading to a strong source of recurring revenue. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Our Performance—Increasing Sales Penetration with Existing Dealerships” for more information on our net dollar retention rate.

We have grown rapidly since our founding and believe we have significant growth potential, all within our core product. The U.S. auto dealership market is highly fragmented, with over 55,000 auto dealerships, according to data from 2022 from the National Automobile Dealers Association, or NADA, and the National Independent Automobile Dealers Association, or NIADA. For the quarter ended December 31, 2025, we partnered with 2,344 Active Dealerships and have the opportunity to expand our presence in our existing geographic footprint, adjacent geographies, and new regions in the U.S. We expect to continue to expand our network of dealership partners and increase our access to the approximately $718 billion annual auto loan origination market in the U.S., according to the Federal Reserve Bank of New York.

Our financial profile has been strong and has shown both rapid growth and profitability. Our efficient go-to-market strategy and low credit losses have driven attractive unit economics, which we believe will continue to drive increased profitability as we grow. We grew Aggregate Originations and Total revenue, net by compounded annual growth rates of approximately 82% and 83%, respectively, from 2020 to 2025.

Additionally, as of December 31, 2025, we generated positive net income each fiscal year since 2021 and Adjusted Net Income, a non-GAAP measure, for 20 consecutive quarters as of December 31, 2025. For more information on this non-GAAP measure, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures—Adjusted Net Income.”

Industry Background

There are a number of important industry trends and market dynamics that create significant opportunity for Lendbuzz.

The U.S. auto finance market is incredibly deep

According to the Federal Reserve Bank of New York’s December 2025 Quarterly Report on Household Debt and Credit, the U.S. auto finance market is incredibly deep, with approximately $718 billion of loans originated annually and the total amount of auto loans outstanding in the U.S. is similarly large at approximately $1.7 trillion.

Dealerships are the primary distribution model for auto finance

The U.S. auto finance business is primarily a point-of-sale financing business with over 90% of loans originated involving an in-person visit to an auto dealership, according to Cox Automotive’s 2025 Car Buyer Journey report. The auto dealership market is a highly fragmented market of over 55,000 dealerships nationally.

More than 90% of all these auto dealerships in the U.S. include small, disparate local businesses that rank outside of the top 150 dealership groups (by total number of dealerships), according to Automotive News as of 2025. The fragmented nature of the auto dealership market means that building a large and installed base of dealerships often takes time and a “feet on the street” sales approach.

Auto loans are an attractive consumer asset class across historical economic cycles

Auto loans have proven to be an attractive consumer asset class across economic cycles. Consumers historically prioritize auto payments over other consumer credit obligations, demonstrating the importance of maintaining access to a vehicle. For example, according to the Federal Reserve Bank of New York, during the global financial crisis between 2007 and 2009, auto loans saw seriously delinquent balances increase by only 80 basis points, in comparison to 421 basis points for credit cards and 311 basis points for personal loans.

Access to auto loans varies in complexity based on a consumer’s creditworthiness

Historically, when looking to obtain financing for an automobile purchase, U.S. consumers faced two very different landscapes based on their creditworthiness. Prime consumers, defined as consumers who have long credit histories and 720+ traditional credit bureau scores, such as FICO^® scores or VantageScores^®, can readily find multiple, efficiently-priced options from captive auto lenders, traditional banks and credit unions. According to the Federal Reserve Bank of New York, prime consumers represent a little over half of the $718 billion annual auto originations in the U.S.

The other approximately half of the $718 billion annual auto originations are comprised of consumers who do not have long credit histories or high credit bureau scores. These consumers are typically served by traditional subprime auto lenders. These lenders tend to finance most vehicles regardless of make, model, age, or mileage and price substantially all loans assuming a very high level of credit losses regardless of the consumer’s actual creditworthiness.

Oliver Wyman’s 2022 Financial Inclusion and Access to Credit report suggests that, for certain segments of the population, credit bureau scores are a less accurate predictor of ability to pay. The report shows that no credit file and thin credit file consumers typically do not have sufficient credit history to inform an accurate credit score. Similarly, according to the report, credit bureau scores may be less effective predictors of credit performance for near prime consumers.

As a result, consumers that are neither prime nor subprime are often mispriced or unable to obtain a loan. We estimate that, based on Oliver Wyman’s 2022 Financial Inclusion and Access to Credit report and VantageScore’s 2023 CreditGauge report, our target market consists of approximately 119 million consumers in the U.S., split across approximately 49 million consumers with no credit file or a thin credit file and approximately 70 million consumers who are defined as near prime.These underserved segments of the credit spectrum represent approximately 46% of the total adult U.S. population.

Consumers seek an improved digital auto lending experience

While some auto dealerships have invested in digitalization, the overall industry has generally been slow to significantly invest in technology due to the fragmentation of the auto dealership market, leading to many auto dealerships continuing to depend on antiquated, paper-based processes. For example, we estimate that, based on Wolters Kluwer’s Q4 2025 Automotive Finance Digital Transformation Index and the U.S. Bureau of Economic Analysis data on Auto and Truck Unit Sales, in the fourth quarter of 2025 approximately 19% of auto loans were originated through e-contracts. For non prime consumers in particular, the auto lending experience is often paperwork intensive, and requires reference calls and employer verification – a process that can take days to complete rather than hours. Using technology to support expanded access to credit for underserved populations and dealerships’ digital transition creates a significant market opportunity.

The Lendbuzz Solution

We focus on three main pillars to drive performance: (1) our proprietary AI algorithms and machine learning models which drive credit outperformance, (2) our streamlined dealership point-of-sale, or POS, software platform, and (3) our enhanced digital consumer experience.

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Proprietary AI Algorithms and Machine Learning Models Driving Credit Outperformance

We utilize our proprietary AI algorithms and machine learning models to analyze large sets of alternative data in order to more accurately assess the level of credit risk for each potential consumer. Our unique approach involves collecting thousands of data points per applicant, which allows us to build a robust financial profile for each consumer. Our models, which have been trained with over 3.7 million payments from more than 205,000 consumers, incorporate more than 2,000 features on each consumer, which are pulled seamlessly from application programming interfaces, or APIs. These data points are analyzed using deep neural networks to effectively predict a consumer’s ability and willingness to repay their auto loan.

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Our AI algorithms aggregate and transform the data collected, generating a proprietary credit profile that can be used to compare each applicant against thousands of prior consumers. This process produces the foundation of our underwriting – our proprietary AI Risk Analysis, or AIRA^®, score which is calculated for all applications received. Since traditional credit scoring methods often have difficulty assessing the credit risk of credit invisibles and near prime consumers, we designed AIRA^® to generate predictive power for these segments.

Our technology is designed to allow us to accurately identify credit invisibles and near prime consumers that are creditworthy, driving our credit outperformance. The chart below compares 60+ day delinquency rate for Lendbuzz’s asset-backed securities, or ABS, portfolio to auto industry prime and subprime indexes from S&P Global Ratings. The portfolio represented by the LBZZ ABS line consists of all collateral targeted at inclusion in our ABS deals for the periods presented. Consumer auto delinquencies have increased relatively steadily since the beginning of 2023, particularly in the subprime sector, as the chart indicates, and are among the highest they have been in the past decade or more. While we have also seen increases in our delinquencies, our portfolio of credit invisibles and near prime consumers has performed similarly to the prime index, and much better than the subprime index, despite serving a segment of the market that is traditionally considered non prime. For more information on current trends in delinquency rates and its impact among our AIRA^® score bands, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Operating Metrics—31+ Day Delinquency Rate.”

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The chart compares 62+ day delinquency rate for Lendbuzz’s asset-backed securities portfolio to auto industry 60+ day delinquency rates for prime and subprime indexes from Fitch Rating Service. The portfolio represented by the Lendbuzz ABS line consists of all collateral targeted at inclusion in Lendbuzz’s ABS deals for the periods presented. Lendbuzz uses a 365-day calendar for delinquency counting, as opposed to a 360-day calendar, which is more typically used in the consumer finance industry. When using a 365-day calendar, certain months consistently show peaks and valleys, which can be removed for more consistent trend performance by using a 62+ day delinquency rate.

Streamlined Dealership POS Software Platform

Our custom designed auto dealership portal provides auto dealerships with the tools to better serve their consumers. Our portal provides both our dealership partners and our consumers with an enhanced end-to-end experience when purchasing and financing a vehicle.

Our dealership portal is a modern e-commerce platform where our dealership partners submit the necessary information required for us to provide initial terms and ultimately a full approval. Consumers and dealerships are able to provide all required credit application information electronically within minutes. While the time the entire process takes to complete can vary, as consumers compare and contrast different vehicle purchase options within and across dealerships, once the dealership and consumer have provided all necessary documentation to move forward, we typically fund over 74% of loans within eight hours. We believe this can take as long as a week for lenders with traditional paper-based processes. Additionally, since, according to Cox Automotive’s 2025 Car Buyer Journey Study, the average vehicle buyer visits more than two dealerships when purchasing a car, we believe our streamlined process provides significant value for our dealership partners, who are able to work with a consumer to complete the sale before the consumer leaves the dealership and risk losing the sale. We believe that as a result of both our fast funding and efficient process, by working with Lendbuzz, our dealership partners can both turn over their working capital faster and increase the total number of vehicles they can sell.

Enhanced Digital Consumer Experience

We engage directly with consumers through an easy-to-use, digital experience. As discussed above, this contributes to faster data collection, underwriting, and ultimate closing of the sale, all benefitting the consumer experience. All information provided by the dealership, on behalf of the consumer, is transferred to the consumer’s loan application electronically. Consumers are engaged while at the dealership through a mobile-enabled digital process that is more user friendly and faster compared to traditional paper-based processes.

Due to our strong credit outperformance, we have priced consumers in our target market lower than most of our competitors, despite the whole sector, including us, increasing our pricing due to higher interest rates. For more details on the recent interest rate trends in our portfolio, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Return on Average Assets and Average Equity.” Our lower pricing has helped to drive a positive selection among consumers, further improving our credit performance. When we approve an application, our conversion rate has been over 90%. We believe our more favorable auto loan pricing also enables consumers to afford a better vehicle.

Competitive Advantages

We have several competitive advantages that contribute to our success.

Artificial Intelligence

AI and machine learning technology is at our core. Our ability to better underwrite our target population is our greatest differentiator. We prioritize building our own algorithms and investing in our data science talent, as we believe these are enduring competitive advantages that are difficult to replicate. Our AI credit models utilize comprehensive data sets that have produced credit outperformance when compared to traditional methodologies such as credit bureau scores for our target market. Our underwriting uses various data sources, including an applicant’s bank account transactions, personal information, credit bureau files, vehicle information, and required documents like a driver’s license to detect fraud and determine an appropriate risk score. The AIRA^® score we use today is the outcome of analyzing over 50 billion data attributes derived from more than 25 million datasets, 350 million bank account transactions and 3.7 million payments from more than 205,000 consumers. As we continue to grow our business and expand our Aggregate Originations and consumers, we intend to continue to exponentially grow this data set and enhance our models. We believe this is a core attribute to our competitive advantage. The current model has been approximately 33% better at predicting outcomes than credit bureau scores alone on our portfolio (for more information, see “Business—Competitive Advantages—Artificial intelligence,” including the separation chart shown therein). Our ability to more accurately identify the credit risk of a consumer has enabled us to provide creditworthy credit invisible and non prime consumers auto loans at better terms than the traditional non prime lenders and has driven better portfolio credit performance.

We continually focus on improving and enhancing our AI models, which benefit from the ever-increasing volume of historical performance data which we incorporate into our models. These ongoing updates improve the accuracy of our risk predictions and allow us to adjust and modify them in real-time, as economic and business conditions evolve. We expect to continue to invest in the development of our AI models. Beyond the ongoing accumulation of performance data, we make discrete improvements to the accuracy of our models by upgrading the algorithms and incorporating new variables.

The power of our models is the product of two major strengths: (1) access to expansive consumer data captured from years of data collection from traditional and non-traditional data sources and (2) our team of data scientists who continue to refine the algorithms in our models. While other auto lenders may also have access to stores of data, we believe it would be difficult to replicate the depth of training data and subsequent insights that drive our model’s evolution and predictive power for the credit invisible and non prime consumer segments.

Data-Driven Culture

At our core, we are a data-driven company that uses AI to better inform credit decisions. Our team is comprised of both data science experts and a best-in-class management team with credit expertise, who work together to allow us to expand credit access for underserved communities. Our data science team focuses on developing our AI models to produce the most accurate risk predictions possible. Our credit professionals design and implement a credit and pricing policy, using our AI models, which is focused on ensuring credit outperformance while producing superior financial returns. For more information on how we use our AI model to better price borrowers, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Operating Metrics—Aggregate Originations.”

Dealership Software Platform and Consumer Digital Experience

Our technology-enabled platform is a differentiating advantage over lenders that utilize traditional approaches. Our modern dealership POS software platform streamlines the loan application process for both consumers and our dealership partners. For most non prime consumers, our application process transforms their experience into a digital process that can take as little as five minutes to complete, as opposed to a cumbersome and lengthy process involving a paper package of pay stubs, utility bills, and personal reference calls.

We are able to deliver a highly satisfying experience for both our consumers and our dealership partners. As of December 31, 2025, our dealership net promoter score, NPS, was 83, which compares favorably to well-known financial services and technology brands. See the section titled “Market, Industry, and Other Data” for more information on our NPS scores.

Modern Integrated Cloud Platform

Our technology products are built on a cloud-first platform engineered for scale, efficiency, and security. We are focused on ensuring consumer and dealership satisfaction while (1) enabling our AI algorithms to produce the expected credit outperformance and (2) facilitating our sales, underwriting and servicing teams’ efficiency.

Our consumers, dealerships, and team members can all utilize the same fully integrated platform that supports every stage of a consumer’s journey from application to underwriting to loan origination and servicing. We intend to continue to invest in technology to build an increasing and durable competitive advantage. As we grow and scale, our platform needs to evolve to ensure that we consistently add value to our consumers and our dealership partners.

Our Business Model

Our Dealership Distribution Model

Auto dealerships are the primary distribution model for auto lending broadly, and Lendbuzz specifically, with 84% of all auto loans in the U.S. originated at the point-of-sale through dealerships according to Cox Automotive’s 2019 Car Buyer Journey report. Dealerships view auto financing as a crucial tool to enable vehicle sales, as without financing options for the consumer, many vehicle sales would not occur. As a result, dealerships benefit just as much as consumers from an auto lending process that is more streamlined and efficiently priced.

Additionally, the auto dealership market is highly fragmented with over 55,000 dealerships nationally. More than 90% of all these dealerships in the U.S. include small, disparate local businesses that rank outside of the top 150 dealership groups (by total number of dealerships), according to Automotive News as of 2025. While some

dealerships have invested in technology, the fragmented nature of this market has prevented the auto dealership industry in general from investing in a digital strategy. We believe our digital-first strategy thus allows us to provide a differentiated digital product to auto dealerships, who may not have the capacity to generate this technology otherwise.

Our dealership network is a highly efficient way to acquire consumers and has allowed us to minimize customer acquisition costs. Our customer acquisition cost was $540 per loan as of December 31, 2025.

Our Dealership Value Proposition

We provide a differentiated value proposition for our dealership partners, helping to drive our dealership NPS of 83 as of December 31, 2025:

Accelerated Sales and Reduced Consumer Turn Downs

Our ability to underwrite no credit file, thin credit file and near prime consumers has allowed dealerships to expand the pool of consumers to whom they can sell vehicles, as well as the quality of vehicles which consumers can afford.

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Real Time Credit Decisioning

Our AI algorithms and technology platform are designed to allow consumers to complete their entire application process, from application to approval, in less than five minutes, while sitting at the dealership or over time at their convenience. While the time from application to approval can vary as consumers complete their full vehicle buying journey, over 90% of consumers who have chosen to move forward by verifying their income can be approved in less than 30 minutes. Completing the process in less than an hour is critical for dealerships, as, according to Foureyes’ 2025 Automotive Dealer Benchmarks Report, only 10.2% of auto buyer leads ultimately purchase cars, and, according to Cox Automotive, consumer satisfaction declines significantly after they have spent more than 1.5 hours at the dealership.

Same Day Funding

move forward. Dealerships are highly focused on their working capital, and the faster they receive funding for a vehicle sale, the earlier they can use those funds to purchase their next vehicle for their inventory.

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Lower Pricing

We have passed on our credit outperformance to our consumers and our dealership partners in the form of lower pricing to the consumer.

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Our Dealership Go-To-Market Strategy

We go-to-market through dealerships. We primarily utilize a “feet-on-the street” salesforce built to grow the size of our dealership network in targeted markets. As of December 31, 2025, we had 143 sales employees.

Our sales representatives help cultivate new Active Dealerships for Lendbuzz by helping dealerships understand the uplift we can provide to their businesses through additional consumers. Once dealerships are signed onto the platform, they can serve as a source of recurring revenue. Dealerships often have a ramp period as they learn how to utilize our custom portal and grow accustomed to our process. Generally, that ramp period has taken between three and nine months for a dealership to reach consistent origination volume. For more information on how we determine when dealerships have reached consistent origination volume, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Our Performance—Increasing Sales Penetration with Existing Dealerships.”

The chart below plots Originations over time by dealership vintage. We assign dealerships to a vintage based on when they originated their first loan with us. While there has been volatility due to the impacts of the COVID-19 lockdowns, in general, once a dealership vintage has ramped to consistent origination volume, which has taken between three and nine months, we have experienced 100%+ net dollar retention rates, as each vintage has continued to produce about the same amount of loan originations, or more, as in prior years. As of December 31, 2025, we have experienced 100%+ net dollar retention rates for 19 consecutive quarters. Our 100%+ net dollar retention rate has accelerated our growth, as our sales representatives can focus on expanding

the dealership network each year instead of spending time replacing the existing base. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Our Performance—Increasing Sales Penetration with Existing Dealerships” for more information about our net dollar retention rates and origination volume by dealerships.

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Originations by Dealership Vintage chart is not inclusive of all originations. The chart excludes loans originated without a dealership partner. Additionally, dealerships from the 2016 and 2017 vintages have been excluded due to inconsistent data collection.

Our success at the dealership level is a key marketing tool itself. Once we have sufficient penetration into a local area, we have historically found that brand awareness among dealerships has driven inbound leads for potential new dealership partners. For example, we developed a relationship with one of the largest publicly held franchise dealership chains because one of their dealerships was losing business to dealerships we worked with.

Our Growth Opportunity

We believe we have significant growth potential in our core product. Our growth strategy is focused on increasing sales representatives, in both new and existing geographies, to continue to expand the number of Active Dealerships. From our dealership portal launch in 2018, through December 31, 2025, we have grown our Active Dealerships count to 2,344. For context, some of the larger, longer tenured auto loan originators partner with over 20,000 dealerships.

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Since Lendbuzz was first launched in Massachusetts, we initially expanded our footprint into adjacent states in the northeast U.S. and then into other U.S. regions. As of December 31, 2025, we operated primarily in six states: California, Florida, Massachusetts, New Jersey, New York and Texas. We plan to continue to expand in these existing markets and realize the benefits from enhanced brand awareness, as our footprint increases in a particular market.

Our penetration rates, as calculated by Experian in the chart below, when calculated as a percentage of used vehicle financings by location of the dealership where the vehicle was sold, are less than 2% in every state.

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While we are focused on growing our core product within auto finance, we believe that over the long-term, our technology and models can be applied to additional consumer segments and other asset classes, further expanding our opportunity set and addressable market.

Our Financial Model

Our revenue is generated through multiple streams: (1) loan interest, both from consumers and, to a lesser extent, from dealerships to whom we provide floorplan lending, (2) origination fees, (3) ancillary product revenue such as guaranteed asset protection, or GAP, waivers, and (4) loan sales that generate gains on sales of loans and servicing revenue.

We focus the business and our financial model on a target excess spread – revenue less the cost to finance our loans and expected net charge-offs. AIRA^® has generated quality loans, for near prime consumers and those consumers with thin and no credit files, that have outperformed peers on a risk-adjusted basis with attractive financial returns. While we believe our best and most profitable model is to hold loans on our balance sheet and benefit from the excess spread, our diverse funding strategy and capital sources provide us with the flexibility to sell loans as well.

Variable operating expenses include our sales teams and the cost to acquire dealerships, as well as our operations teams and the cost to service loans. Overhead expenses include the investments we make in our engineering, product development, technology, and research and development, or R&D, teams to ensure that we (1) continue to build an increasing and durable competitive advantage, and (2) consistently add value to our consumers and dealerships. Additionally, overhead costs include general and administrative costs such as finance, accounting, capital markets, compliance, and human resources, or HR. We expect overhead costs to grow at a slower pace than originations and revenue as we continue to achieve scale.

Unit Economics

Our platform has generated strong and attractive unit economics, which has driven our profitability, and resulted in a lifetime value, or LTV, to customer acquisition cost, or CAC, of 7x for the year ended December 31, 2025. We target positive economics on each transaction, resulting in a business model that is designed to drive both high growth and profitability. Our low CAC and credit losses have powered our attractive unit economics. See the section titled “Business—Business Model—Unit Economics” for more information on our unit economics.

LOGO

We have generated superior risk-adjusted yields on our platform. Our ability to achieve low credit losses on our consumer base has enabled us to produce risk-adjusted yield enhancement compared to publicly traded auto finance platforms with similar portfolio performance.

LOGO

Note: Represents Lendbuzz and publicly traded auto finance platforms as of FY 2025 (publicly traded auto finance platforms data based off public filings).

Recurring Revenue

Our dealership network has served as a recurring source of business and a key driver of growth. Dealerships often have a ramp period as they learn how to utilize our custom portal and grow accustomed to our process.

Generally, it has taken between three and nine months for a dealership to reach consistent origination volume, with net dollar retention rates in excess of 100%. As of December 31, 2025, we have experienced 100%+ net dollar retention rates for 19 consecutive quarters. For more information about our net dollar retention rates and origination volume by dealerships, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Our Performance—Increasing Sales Penetration with Existing Dealerships.”

Margin Expansion

While we are currently profitable and maintain attractive unit economics, we believe our business has considerable margin expansion opportunities from the amortization of older lower margin loans and by achieving further scale. During 2022 and 2023, as interest rates were rising, we were not increasing interest rates on our new loan originations as quickly as our cost of funds were rising, which compressed margins. After the Federal Reserve stopped increasing interest rates in 2023, we continued to increase pricing which has expanded margins. During 2024 and 2025, our cost of funds have declined, due to declining interest rates and decreasing the credit spreads we pay on our debt financing deals and loan sale arrangements, as a result of increasing our credit rating to AAA with KBRA, and adding more investors to our financing programs. As older lower margin loans amortize, we believe our excess spreads and overall margins will expand. Additionally, we believe growing our originations further will enable us to reduce the marginal costs for sales and servicing. We anticipate continuing to develop our debt investor base and increase our credit ratings will allow us to lower the risk premium that lenders, debt investors, and whole loan buyers will require to finance our platform. Additionally, we expect our overhead functions such as finance, accounting, capital markets, compliance and HR to also grow at a slower pace than our originations and revenue.

Our Financing Strategy

We focus on maintaining a diverse set of capital sources that maximize the depth and diversity of our funding model, in order to best mitigate relying on any one funding strategy. We primarily fund our investment in loans through the securitization market to obtain term financing for our originations. At the same time, we maintain significant borrowing capacity with lender partners to mitigate any disruption in the markets. We also sell a portion of our loans to whole loan buyers and other investors where we do not retain the credit risk, which provides us further funding diversification and sources of capital-light earnings.

Summary Risk Factors

Investing in our common stock involves numerous risks. Before you invest in our common stock, you should carefully consider all the information in this prospectus, including matters set forth under the heading “Risk Factors.” Among these important risks are the following:

•

We may be adversely affected by economic conditions and other factors that we cannot control.

•

We have been and may, in the future, be adversely affected by increases in interest rates.

•

We may be adversely affected by decreasing consumer demand for automobiles and/or declining values of automobiles.

•

We track certain operational metrics with internal systems and tools or manual processes and do not independently verify such metrics. Certain of these metrics are subject to inherent challenges in measurement, and any real or perceived inaccuracies may adversely affect our business, financial condition, results of operations, liquidity, and reputation.

•

Our quarterly results are likely to fluctuate and as a result may adversely affect the trading price of our common stock.

•

We have a limited operating history, which may make it difficult to evaluate our business and future prospects and our growth and financial performance in recent periods may not be indicative of future performance.

•

Determining our allowance for expected credit losses requires many assumptions and complex analyses, and if our estimates prove incorrect, we may incur net charge-offs in excess of our reserves, or we may be required to increase our provision for credit losses.

•

We face risks resulting from the extensive use of models and data.

•

AIRA^® score may not accurately predict the likelihood of delinquencies, defaults and losses on the loans we grant.

•

We have a dealership-centric auto finance business, and a change in the key role of dealerships within the automotive industry, our ability to maintain or build relationships with them or a misconduct by one of them could have an adverse effect on our business, results of operations, financial condition, results of operations, and liquidity.

•

If our collection efforts on delinquent loans or our efforts to foreclose on vehicles or to resell them are ineffective or unsuccessful, the performance of the loans would be adversely affected.

•

Our business and financial results could suffer if used vehicle prices are low or volatile or decrease in the future.

•

The market for auto financings is extremely competitive.

•

Our business is subject to regulation in the jurisdictions in which we conduct our business and failure to comply with such regulations may have a material adverse impact on our business, financial condition, results of operations, and liquidity.

•

We are subject to various federal and state consumer protection laws.

•

Stringent and changing laws and regulations and contractual obligations relating to privacy, data protection and cybersecurity could increase our costs and result in claims or adversely affect our business, financial condition, results of operations, and liquidity.

•

The artificial intelligence, machine learning, data analytics and other similar tools that we use to collect, aggregate, and analyze data may contain errors, biases, or other inadequacies that may adversely impact our business, including by adversely affecting our ability to accurately assess credit risk.

•

The legal and regulatory environment surrounding the use of artificial intelligence, machine learning, data analytics and other similar tools is relatively new and evolving, and current and future laws and regulations with respect to such tools could result in claims against us, including claims alleging unfair lending practices, increase our costs, cause us to redesign our platform or services, or otherwise adversely affect our business.

•

Our proprietary software may not operate properly, which could damage our reputation, give rise to claims against us or divert application of our resources from other purposes, any of which could harm our business.

•

Our operating systems or infrastructure, as well as those of our service providers or others on whom we rely, could fail or be interrupted, which could disrupt our business and adversely affect our results of operations, financial condition, and liquidity.

•

We rely on borrowings under warehouse credit facilities, term loan facilities, asset-backed securitizations, sales of loans to investors, and other forms of financing to fund certain aspects of our operation.

•

Our securitizations may expose us to financing and other risks, and there can be no assurance that we will be able to access the securitization market in the future, which may require us to seek more costly financing.

Corporate Information

We were incorporated in the State of Delaware on September 9, 2015. Our principal executive offices are located at 100 Summer St., Boston, Massachusetts, 02110 and our telephone number is (857) 999-0250. Our website address is www.lendbuzz.com. Our website and the information contained therein or connected thereto are not incorporated into this prospectus or the registration statement of which it forms a part.

The Lendbuzz name, our logo and our other registered or common law trademarks, service marks or trade names appearing in this prospectus are the property of Lendbuzz. Other trade names, trademarks and service marks used in this prospectus are the property of their respective holders.

THE OFFERING

Common stock offered by us

Common stock offered by the selling stockholders

shares.

Option to purchase additional shares of common stock from us

Common stock to be outstanding after this offering

shares (or shares if the underwriters exercise their option to purchase additional shares of common stock in full)

Use of proceeds

We estimate that the net proceeds to us from this offering will be approximately $ million (or $ million if the underwriters exercise their option to purchase additional shares of common stock in full), assuming an initial public offering price of $ per share, the midpoint of the range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses. Each $1.00 increase (decrease) in the public offering price per share would increase (decrease) our net proceeds, after deducting estimated underwriting discounts and commissions, by $ million (assuming no exercise of the underwriters’ option to purchase additional shares of common stock). Each increase (decrease) of 1,000,000 shares of common stock offered by us would increase (decrease) the net proceeds to us from this offering, after deducting the estimated underwriting discounts and commissions, by approximately $ million, assuming the assumed initial public offering price stays the same.

The principal purposes of this offering are to increase our capitalization and financial flexibility and create a public market for our common stock. As of the date of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds to us from this offering. However, we currently intend to use the net proceeds we receive from this offering for general corporate purposes, including working capital, operating expenses and capital expenditures. We may also use a portion of the net proceeds to repay a portion or all of any outstanding amounts under our line of credit or acquire complementary businesses, products, services or technologies. However, we do not have agreements or commitments to enter into any acquisitions at this time. See the section titled “Use of Proceeds” for additional information.

We will not receive any proceeds from the sale of common stock by the selling shareholders. See the section titled “Use of Proceeds.”

Risk Factors

You should carefully read the section titled “Risk Factors” beginning on page 31 and the other information included elsewhere in this prospectus for a discussion of factors that you should consider before deciding to invest in shares of our common stock.

Proposed Nasdaq stock symbol

LBZZ

Unless we specifically state otherwise or the context otherwise requires, the number of shares of common stock to be outstanding after this offering is based on shares of common stock outstanding as of December 31, 2025, and excludes:

•

shares of our common stock issuable upon the exercise of vested and unvested options to purchase shares of our common stock outstanding as of December 31, 2025, with a weighted-average exercise price of $ per share

•

shares of our common stock issuable upon the vesting of Restricted Stock Units (“RSUs”) granted under our 2019 Equity Incentive Plan as of December 31, 2025

•

shares of our common stock issuable upon the vesting of RSUs granted under our 2019 Equity Incentive Plan after December 31, 2025

•

shares of our common stock reserved for future issuance under our 2025 Omnibus Incentive Plan as well as any future increases in the number of shares of our common stock reserved for future issuance under our 2025 Omnibus Incentive Plan;

•

shares of our common stock reserved for future issuance under our 2025 Employee Stock Purchase Plan as well as any future increases in the number of shares of our common stock reserved for future issuance under our 2025 Employee Stock Purchase Plan; and

•

shares issuable upon conversion of $ aggregate principal amount of our outstanding convertible loans, which will not convert in connection with the offering.

In addition, unless we indicate otherwise or the context otherwise requires, all information in this prospectus assumes or gives effect to:

•

a ten-for-one stock split for all classes of stock, effected August 12, 2024, including retroactive adjustments to all share and per share information disclosed for periods prior to August 12, 2024;

•

the issuance of shares of our Series B convertible preferred stock upon the exercise of the Series B preferred stock warrants (as defined below) at an exercise price of $0.98 per share;

•

the automatic conversion of all shares of our outstanding voting and non-voting convertible preferred stock into shares of our voting and non-voting common stock immediately prior to the completion of this offering;

•

the reclassification of all shares of our voting and non-voting common stock into shares of common stock on a one-for-one basis immediately prior to the completion of this offering;

•

the filing and effectiveness of our amended and restated certificate of incorporation and the adoption of our amended and restated bylaws, forms of which will be filed as exhibits to the registration statement of which this prospectus forms a part, which will occur immediately prior to the completion of this offering and will reflect the reclassification described above;

•

the issuance of shares of our common stock upon conversion of our outstanding Simple Agreement for Future Equity (“SAFEs”) immediately prior to completion of this offering at an assumed conversion price of $ , which reflects the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, reduced by a 20% discount pursuant to the terms of the SAFEs;

•

the issuance of shares of our common stock upon conversion of $ aggregate amount of our outstanding convertible loans immediately prior to completion of this offering at an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus;

•

no exercise of the underwriters’ option to purchase additional shares of common stock.

Conversion of SAFEs and Convertible Loans

The number of shares of our common stock to be issued in connection with the conversion of the outstanding SAFEs and convertible loans depends on the initial public offering price of our common stock. The conversion price of our outstanding SAFEs will be the initial public offering price reduced by a 20% discount and the conversion price of our outstanding convertible loans will be at the initial public offering price.

Based on an assumed initial offering public price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, the conversion of the outstanding SAFEs and the conversion of $ aggregate principal amount of convertible loans would result in the issuance of an aggregate of shares and shares, respectively, of our common stock.

We expect the initial public offering price of our common stock to be between $ and $ per share, as set forth on the cover page of this prospectus. However, the actual initial public offering price may be lower or higher, which would increase or decrease, respectively, the number of shares of our common stock to be issued in connection with the conversion of the outstanding SAFEs and convertible loans. We will not know the initial public offering price and, as a result, the total number of shares of common stock to be issued in connection with the foregoing conversions, until the determination of the actual price per share following the effectiveness of the registration statement of which this prospectus forms a part.

For illustrative purposes only, the table below shows the approximate number of additional shares of our common stock that would be issuable upon conversion of the outstanding SAFEs and $ aggregate principal amount of convertible loans at various initial public offering prices and the resulting total number of outstanding shares of our common stock before and after this offering.

Assumed
Initial
Public Offering
Price

Additional
Shares of
Common
Stock
Issuable
upon
Conversion
of SAFEs

Additional
Shares of
Common
Stock
Issuable
upon
Conversion
of
Convertible
Loans

Additional
Shares of
Common
Stock Issuable
upon
Conversion of
Preferred
Stock

Total
Common
Stock
Outstanding
Before this
Offering on
an As-
Converted
Basis

Total
Common
Stock
Outstanding
After this
Offering⁽¹⁾

(1)	This column includes the shares of common stock offered by us in this offering.

SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

The summary consolidated statement of operations data for the fiscal years ended December 31, 2023, 2024 and 2025 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. You should read the consolidated financial data set forth below in conjunction with our consolidated financial statements and the accompanying notes and the information in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere in this prospectus. Our historical results are not necessarily indicative of the results to be expected for the full year or any other period in the future.


	Year Ended December 31,
	2023			2024		2025
	(in thousands, except share and per share amounts)
Revenue:
Interest and fee income, net	$	142,224		$	226,269	$	295,183
Ancillary product revenue, net		15,590			17,531		17,421
Gain on sale of loans, net		14,363			31,302		59,628
Servicing income, net		3,176			6,422		596

Total revenue, net	$	175,353		$	281,524	$	372,828

Operating expenses:
Provision for expected credit losses		30,358			51,505		82,258
Funding costs		59,029			93,780		109,240
Change in fair value of other debt carried at fair value		—			—		2,558
Processing and servicing		17,826			35,346		58,842
Product development, technology and data science		10,950			15,624		21,789
Selling and marketing costs		17,156			21,428		24,483
General, administrative, and other		22,719			29,966		37,296

Total operating expenses	$	158,038		$	247,649	$	336,466

Net income before taxes	$	17,315		$	33,875	$	36,362
Provision for income taxes		6,157			11,064		12,666

Net income	$	11,158		$	22,811	$	23,696

Unrealized securities holding gains (losses), net of tax effect of ($174) in 2025		83			1,460		(1,045	)
Foreign currency translation adjustments		(82	)		16		182

Other comprehensive income (loss)		1			1,476		(863	)

Comprehensive income	$	11,159		$	24,287	$	22,833

Per share data
Net income per share attributable to common stockholders⁽¹⁾
Basic	$	0.20		$	0.39	$	0.40
Diluted	$	0.19		$	0.37	$	0.38
Weighted average common and participating preferred shares outstanding, and participating warrants
Basic		56,788,900			58,610,479		58,998,746
Diluted		59,643,210			61,955,101		62,958,416
Unaudited pro forma net income per share attributable to common stockholders⁽¹⁾
Basic
Diluted

(1)

Historical net income per share attributable to common stockholders gives effect to (1) the issuance of shares of our voting and non-voting common stock upon the automatic conversion of all shares of our outstanding voting and non-voting convertible preferred stock outstanding as of December 31, 2025, (2) weighted average of shares of our common stock issuable upon conversion of our outstanding SAFEs using the fair market value as of December 31, 2025, and (3) excludes shares associated with convertible loans because their inclusion would be antidilutive as determined under the if-converted method. Pro forma net income per share attributable to common stockholders further gives effect to (1) the conversion of shares of our Series B convertible preferred stock that were issued upon the exercise of the Series B preferred stock warrants at an exercise price of $0.98 per share after December 31, 2025, (2) the reclassification of all shares of our voting and non-voting common stock into shares of common stock on a one-for-one basis immediately prior to the completion of this offering, (3) shares of our common stock issued upon conversion of our outstanding SAFEs immediately prior to the completion of this offering at an assumed conversion price of $ , which reflects the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, reduced by a 20% discount pursuant to the terms of the SAFEs, and (4) shares of our common stock issued upon conversion of $ aggregate amount of our outstanding convertible loans immediately prior to completion of this offering at an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus.


	As of December 31, 2025
	Actual		Pro Forma⁽¹⁾	Pro Forma As Adjusted⁽²⁾
	(in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	88,047
Total assets	$	2,041,435
Total liabilities	$	1,779,404
Total stockholders’ equity	$	262,031

(1)

Pro forma amounts give effect to (1) the issuance of shares of our Series B convertible preferred stock upon the exercise of the Series B preferred stock warrants at an exercise price of $0.98 per share; (2) the issuance of shares of our voting and non-voting common stock upon the automatic conversion of all shares of our outstanding voting and non-voting convertible preferred stock, (3) the reclassification of all shares of our voting and non-voting common stock into shares of common stock on a one-for-one basis immediately prior to the completion of this offering, (4) the issuance of shares of our common stock upon conversion of our outstanding SAFEs immediately prior to completion of this offering at an assumed conversion price of $ , which reflects the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, reduced by a 20% discount pursuant to the terms of the SAFEs and (5) the issuance of shares of our common stock upon conversion of $ aggregate amount of our outstanding convertible loans immediately prior to completion of this offering at an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus.

(2)

The pro forma as adjusted amounts give effect to (1) the pro forma adjustments set forth above, (2) the issuance and sale of shares of common stock by us in the offering at an assumed initial public offering price of $ per share, the midpoint of the range set forth on the cover page of this prospectus, and (3) the application of the net proceeds of the offering, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, as set forth under “Use of Proceeds.” Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share, the midpoint of the range set forth on the cover of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of our cash and cash equivalents, total assets and total stockholders’ equity by approximately $ million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions. Each increase (decrease) of 1,000,000 shares of common stock offered by us at the assumed initial public offering price of $ per share, the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amounts of each of our cash and cash equivalents, total assets and total stockholders’ equity by approximately $ million, after deducting the estimated underwriting discounts and commissions. See the sections titled “Use of Proceeds” and “Capitalization.”

Key Operating Metrics

We collect and analyze operating and financial data of our business to measure and evaluate our operating performance, identify trends affecting our business, formulate financial projections and business plans, better assess our liquidity needs, and make strategic decisions. The following table presents certain key operating metrics:


	At or For the Year Ended December 31,
($ in thousands)	2023			2024			2025
Active Dealerships⁽¹⁾		1,366			1,788			2,344
Aggregate Originations⁽²⁾	$	1,112,911		$	1,536,134		$	2,229,357
Number of Loans Originated⁽³⁾		40,062			56,026			76,464
31+ Day Delinquency Rate⁽⁴⁾		3.22	%		4.13	%		7.17	%
Annualized Net Charge-off Rate⁽⁵⁾		1.59	%		2.54	%		3.05	%

(1)	We calculate Active Dealerships on a quarterly basis.

(2)	We calculate Aggregate Originations on an annual and interim period basis.

(3)	We calculate Number of Loans Originated on an annual and interim period basis.

(4)	We calculate 31+ Day Delinquency Rate on an annual and interim period basis.

(5)	We calculate Annualized Net Charge-off Rate on an annual and interim period basis for loans held for investment and loans held for sale that are 120 days or more past due.

Active Dealerships

We define Active Dealerships as dealerships through which we have originated at least one loan to finance a borrower’s auto purchase during a given quarter. Our December 31 figures represent our Active Dealerships for the fourth quarter of the applicable year. We monitor this number as dealerships serve as our primary customer acquisition channel. We view dealerships as a recurring source of business and key driver of growth. Dealerships may transition between active and inactive over time. We generally interact with substantially more dealerships than those which are defined as active in any fiscal period, since not all dealerships that we are interacting with have originated loans during such period, and therefore were not defined as an Active Dealership for such period.

The number of Active Dealerships increased 31% from 1,366 in the quarter ended December 31, 2023 to 1,788 in the quarter ended December 31, 2024. The number of Active Dealerships increased 31% from 1,788 in the quarter ended December 31, 2024 to 2,344 in the quarter ended December 31, 2025. These increases were driven by an increase in our sales force, furthering penetration in existing geographies and the expansion of our geographic target area.

LOGO

Aggregate Originations

LOGO

We assign dealerships to dealership vintages based on when they originated their first loan with Lendbuzz. The chart below displays originations by each respective dealership vintage. While there has been volatility due to the impacts of the COVID-19 lockdowns, in general, once a dealership vintage has ramped to consistent origination volume, which has taken between three and nine months, we have experienced a 100%+ net dollar

retention rate, as each vintage has continued to produce about the same amount of loan originations, or more, as it did in prior years. As of December 31, 2025, we have experienced 100%+ net dollar retention rates for 19 consecutive quarters. Our 100%+ net dollar retention rate has accelerated our growth, as our sales representatives can focus on expanding the dealership network each year, instead of replacing the existing base. As of December 31, 2025, the 2025 vintage is our largest vintage in its initial year, primarily driven by the increase in our sales force. For more information about our net dollar retention rates and origination volume by dealerships, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Our Performance—Increasing Sales Penetration with Existing Dealerships.”

LOGO

Number of Loans Originated

We measure the Number of Loans Originated to help inform us of our penetration into the market. The Number of Loans Originated increased 40% to 56,026 for the year ended December 31, 2024, as compared to the year ended December 31, 2023. The Number of Loans Originated increased 36% to 76,464 for the year ended December 31, 2025, as compared to the year ended December 31, 2024. These increases were driven by growth in Active Dealerships. During 2024, asset values remained similar to their levels at the end of 2023, resulting in similar average loan amounts to the prior year. Asset values have risen in 2025 as a result of anticipated price increases resulting from announced and proposed tariffs. We have seen an increase in average loan amounts for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

31+ Day Delinquency Rate

December 31, 2023. The 31+ Day Delinquency Rate increased 304 basis points to 7.17% for the year ended December 31, 2025, as compared to the year ended December 31, 2024. These increases have been in response to macroeconomic conditions, including the significant increase in interest rates during 2022 and 2023, and the industry-wide increase in consumer auto delinquencies following the end of COVID-19 lockdowns and the ending of government stimulus, which had previously provided consumers with additional funds and resulted in increased consumer spending, and the impact on consumers of accelerated inflation. In addition to the macro trends driving these increases, beginning in 2024 and continuing into 2025, the percentage of loans originated in lower AIRA^® score bands has increased. For more information on current trends in delinquency rates and its impact among our AIRA^® score bands, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Operating Metrics—31+ Day Delinquency Rate and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Operating Metrics—“Aggregate Originations by AIRA^® Score Band.”

Annualized Net Charge-off Rate

We define Annualized Net Charge-off Rate as the total amount of principal balance charged-off for loans held on balance sheet during the period, less any recoveries collected on all prior charged-off loans held on balance sheet during the same period, divided by the average outstanding principal balance during the period for loans held on balance sheet, annualized. Consistent with our charge-off policy, we charge-off loans when they reach 120 days past due. This metric is calculated using all loans held on balance sheet, regardless of whether they are classified as held for investment or held for sale. We measure Annualized Net Charge-off Rate to help us monitor credit losses in our portfolio. Our Annualized Net Charge-off Rate increased 95 basis points to 2.54% for the year ended December 31, 2024, as compared to the year ended December 31, 2023. Our Annualized Net Charge-off Rate increased 51 basis points to 3.05% for the year ended December 31, 2025, as compared to the year ended December 31, 2024. These increases were primarily driven by the same macroeconomic and business trends driving the increase in 31+ Day Delinquency Rate. Despite these increases, our AIRA^® score has allowed us to generally outperform traditional lenders with respect to our target population. See the section titled “Business—The Lendbuzz Solution—Proprietary AI Algorithms and Machine Learning Models Driving Credit Outperformance” for more information on how our portfolio has performed similarly to the prime index despite serving a segment of the market that is traditionally considered non prime.

Non-GAAP Financial Metrics

In addition to Total revenue, net, net income, and other information presented in accordance with generally accepted accounting principles, or GAAP, results, the following table sets forth non-GAAP financial measures management utilizes to evaluate our business:


	For the Year Ended December 31,
($ in thousands)	2023		2024		2025
Adjusted EBITDA⁽¹⁾	$	25,455	$	44,365	$	53,009
Adjusted EBITDA-FVO⁽²⁾		63,151		114,611		126,599
Adjusted Net Income⁽³⁾		16,102		28,099		32,713
Adjusted Revenue-FVO⁽⁴⁾		201,154		338,598		413,499

(1)

We define Adjusted EBITDA, a non-GAAP measure, as GAAP net income, adjusted to exclude (1) depreciation and amortization, (2) stock-based compensation expense, (3) provision for income taxes, (4) a one-time revenue benefit from an M&A transaction and (5) change in fair value of other debt carried at fair value.

(2)	We define Adjusted EBITDA-FVO, a non-GAAP measure, as Adjusted EBITDA, further adjusted to reflect the impact that the adoption of the fair value option, or FVO, on our consumer auto loan receivables would have.

(3)	We define Adjusted Net Income, a non-GAAP measure, as net income adjusted to exclude stock-based compensation expense, a one-time tax adjusted revenue benefit from an M&A transaction and change in fair value of other debt carried at fair value.

(4)	We define Adjusted Revenue-FVO, a non-GAAP measure, as Total revenue, net, adjusted to reflect the impact that the adoption of the fair value option, or FVO, on our consumer auto loan receivables would have.

Adjusted EBITDA

Adjusted EBITDA, a non-GAAP measure, is a measure used by management to evaluate our operating performance. Management believes Adjusted EBITDA provides a useful measure for period-over-period comparisons of our business, as it removes the effects of certain non-cash items and a one-time M&A benefit that are not indicative of our core operating performance or results of operations. It is also a measure that management relies upon to evaluate cash flows generated from operations, and therefore the extent of additional capital, if any, available to invest in strategic initiatives.

Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation from, or as a substitute for, the analysis of GAAP financial measures, such as net income. Some of the limitations of Adjusted EBITDA include that it does not reflect the impact of working capital requirements or capital expenditures and is not a universally consistent calculation among companies in our industry, which limits the usefulness of the metric as a comparative measure.

LOGO

Adjusted EBITDA increased 74% to $44.4 million in the year ended December 31, 2024, as compared to the year ended December 31, 2023. Adjusted EBITDA increased 19% to $53.0 million in the year ended December 31, 2025, as compared to the year ended December 31, 2024.

Adjusted EBITDA-FVO

subsequent changes in fair value are recorded into earnings in the period in which the change occurs. Management believes Adjusted EBITDA-FVO provides a useful measure for period-over-period comparisons of our business, as it removes the effect of certain non-cash items and a one-time M&A benefit that are not indicative of our core operating performance or results of operations and incorporates the impact of adopting FVO. By using this metric, we can more closely evaluate our earnings when compared to companies with similar business models who have elected FVO.

Adjusted EBITDA-FVO has limitations as an analytical tool and should not be considered in isolation from, or a substitute for, the analysis of other GAAP financial measures, such as net income. Some of the limitations of Adjusted EBITDA-FVO include that it does not reflect the impact of working capital requirements or capital expenditures and is not a universally consistent calculation among companies in our industry, which limits the usefulness of the metric as a comparative measure.

LOGO

Adjusted EBITDA-FVO increased 82% to $114.6 million in the year ended December 31, 2024, as compared to the year ended December 31, 2023. Adjusted EBITDA-FVO increased 10% to $126.6 million in the year ended December 31, 2025, as compared to the year ended December 31, 2024.

Adjusted Net Income

We believe Adjusted Net Income, a non-GAAP measure, provides a useful measure for period-over-period comparisons of our business, as it removes the effect of stock-based compensation, a non-cash item that does not impact equity, changes in the fair value of other debt carried at fair value, and a one-time benefit of an M&A transaction. Management utilizes this measure to evaluate the changes in equity the business generates.

Adjusted Net Income has limitations as an analytical tool and should not be considered in isolation from, or as a substitute for, the analysis of GAAP financial measures, such as net income. The primary limitation of Adjusted Net Income is its lack of comparability to other companies that do not utilize the measure or that use a similar measure that is defined in a different manner.

LOGO

Adjusted Net Income increased 75% to $28.1 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023. Adjusted Net Income increased 16% to $32.7 million in the year ended December 31, 2025, as compared to the year ended December 31, 2024.

Adjusted Revenue-FVO

Adjusted Revenue-FVO, a non-GAAP measure, is a measure used by management to evaluate our revenue against the revenue of other comparable companies, but who have elected FVO when accounting for loan receivables. Since we have not elected FVO, as permitted under US GAAP, our loans receivables are carried at amortized cost, which is reduced by CECL as of the balance sheet date. Under FVO, loan origination fees and costs are recognized in earnings as incurred, as opposed to being deferred and amortized over the life of the loan. Additionally, the initial fair value measurement and any subsequent changes in fair value are recorded into earnings in the period in which the change occurs. By using this metric, we can more closely evaluate our revenue when compared to companies with similar business models who have elected FVO.

Adjusted Revenue-FVO has limitations as an analytical tool and should not be considered in isolation from, or a substitute for, the analysis of other GAAP financial measures, such as Total revenue, net. Some of the limitations of Adjusted Revenue-FVO include that it is not a universally consistent calculation among companies in our industry, which limits the usefulness of the metric as a comparative measure.

LOGO

Adjusted Revenue-FVO increased 68% to $338.6 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023. Adjusted Revenue-FVO increased 22% to $413.5 million in the year ended December 31, 2025, as compared to the year ended December 31, 2024.

See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for a reconciliation of Adjusted EBITDA to net income, Adjusted EBITDA-FVO to net income, Adjusted Net Income to net income and Adjusted Revenue-FVO to Total revenue, net.

RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the following risks and all of the other information set forth in this prospectus before deciding to invest in shares of our common stock. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of or that we deem immaterial may also become important factors that adversely affect our business, financial condition and results of operations. If any of the following risks actually occurs, our business, financial condition or results of operations could be materially and adversely affected. In such case, the trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

Risks Relating to Our Business

We may be adversely affected by economic conditions and other factors that we cannot control.

Recently, the United States has experienced a period of economic slowdown that has adversely affected our business, results of operations and financial condition. High unemployment, inflation rates, increasing interest rates, volatile stock market values, consumer perceptions of the economy, the introduction of trade tariffs, and other factors can impact consumer confidence and disposable income. In particular, high inflation in 2022 and 2023 significantly increased asset values in recent years, which, coupled with higher interest rates, have led to higher monthly payments on auto loans. These conditions have in the past increased delinquencies and net charge-offs on our auto loans, slowed down prepayments on loans and weakened collateral values on certain types of automobiles and may have similar effects in any future periods of economic slowdown or recession. Auto finance companies, including us, have recently experienced an increase in delinquencies and net charge-offs with respect to auto loans due to a significant increase in interest rates during 2022 and 2023, and the industry-wide normalization of consumer credit following the end of COVID-19 lockdowns and the ending of government stimulus, which had previously provided consumers with additional funds and resulted in increased consumer spending, and the impact on consumers of accelerated inflation, which may continue to increase. More recently, since the beginning of 2025, we have seen delinquencies continue to increase even as interest rates have declined in the face of the significant market volatility and economic uncertainty resulting from new and proposed tariffs and trade tensions more generally between the United States and many of its trading partners. For example, as of December 31, 2025, consumer auto delinquencies and net charge-offs, industry wide, are among the highest they have been in the past decade or more, and 31+ day delinquencies have increased relatively steadily since the beginning of 2023, particularly in the subprime sector. We have also seen delinquencies and net charge-offs increase in all AIRA^® score bands, with more significant increases in customers in the lower AIRA^® score bands. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Operating Metrics—Aggregate Originations—Aggregate Originations by AIRA^® Score Band” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Operating Metrics—31+ Day Delinquency Rate.” Borrowers may also not view the loans originated through our platform as having the same significance as other credit obligations arising under more traditional circumstances. A borrower’s ability to repay their loans can be negatively impacted by increases in their payment obligations to other lenders under mortgage, credit card, and other loans resulting from increases in base lending rates or structured increases in payment obligations as well as due to declines in household incomes or savings as a result of unemployment, inflation or other factors. If a significant number of borrowers neglect their payment obligations on a loan originated through our platform or choose to not repay loans entirely, it will have an adverse effect on our business, financial condition, results of operations, and liquidity.

Changing market conditions, the availability of credit, the relative economic vitality of the area in which borrowers and their assets are located, changes in tax laws, other opportunities for investment available to our consumers, homeowner mobility, increase in interest rates and other factors discussed above, may affect the rates at which our borrowers prepay their loans. Generally, in situations where prepayment rates have slowed, the weighted-average life of our loans receivable has increased. While total cash collection in the event of slower prepayments may be higher than anticipated over the life of the loan, current period operating results could be

adversely impacted. Further, longer term loans may experience a greater frequency of delinquencies and defaults given the slower amortization rate of the related principal balance, which may have the effect of further increasing the difference between the outstanding loan balance and the value of the related financed vehicle and increasing our expectations of credit losses.

We have been and may, in the future, be adversely affected by increases in interest rates.

Our loans receivable are fixed-rate and generally decline in value if interest rates increase. As such, if changing market conditions cause interest rates to increase substantially, the value of our loans receivable could decline. Some jurisdictions limit the maximum interest rate that we may charge on a certain population of our loans so we have limited ability to increase the interest rate on our loans made in those jurisdictions. Our yield, as well as our cash flows from operations and results of operations, could be materially and adversely affected if we are unable to increase the interest rates charged on new loans to offset any increases in our funding costs. Accordingly, any increase in interest rates could negatively affect our business, financial condition, results of operations, and liquidity. For example, net income as a percentage of total revenues decreased from 15% for the year ended December 31, 2022 to 6% for the year ended December 31, 2023.

Further, there can be no assurance that our forecasts of economic conditions, our assessments and monitoring of credit risk, and our efforts to mitigate credit risk through risk-based pricing, appropriate underwriting and investment policies, loss-mitigation strategies, and diversification are, or will be, sufficient to prevent an adverse impact to our business, financial condition and results of operations. In addition, given our CECL methodology considers forecasts, if weak or deteriorating economic conditions are forecasted, our expectations for credit losses may change, which may negatively affect our financial results.

We may be adversely affected by decreasing consumer demand for automobiles and/or declining values of automobiles.

Periods of economic slowdown or recession may be accompanied by decreased consumer demand for automobiles, which could result in fewer automobile sales and fewer loans. The volume of automobile sales is also impacted by several other economic and market conditions such as supply chain issues, interest rates, tariffs, consumer preferences, United Auto Workers strikes and fuel costs. For example, automotive manufacturers have experienced shortages in their supply of semiconductor chips and other supply chain delays since the onset of the COVID-19 pandemic in 2020, which have materially constrained the production and sale of new vehicles. Additionally, a meaningful rise in inflation during 2021 and through 2022 prompted the Federal Reserve Board to sharply increase the federal funds rate during 2022 and 2023. The current level and trajectory of borrowing costs could adversely affect demand for new and used vehicles in the near term. Declines in new or used automobile sales may have an adverse effect on our business, financial condition, results of operations, and liquidity.

Periods of economic slowdown or recession (and other factors) may also result in declining values of automobiles securing outstanding loans, which could weaken collateral coverage, reduce recoveries and increase the amount of a loss in the event of a default of a borrower under a loan. For example, new vehicle sales decreased dramatically during the economic crisis that began in 2007 and 2008 and did not rebound significantly until 2012 and 2013. Automobile values can also be affected by increases in the inventory of used automobiles during a period of economic slowdown or recession, vehicle recalls, the discontinuation of vehicle models or brands and other factors, such as a rebound effect from decreases in inventory caused by COVID-19, may depress the prices at which repossessed automobiles may be sold and our ability to recover deficiency balances following any repossession might be negatively impacted. Finally, any new or increased tariffs or other trade restrictions implemented by the U.S. federal government or other countries may affect vehicle supply or the supply of important vehicle parts and components, as well as customer vehicle purchasing behavior.

There may be adverse economic or other conditions or changes in laws in the states where we have loan concentrations.

We are exposed to portfolio concentrations in some states. For loan originations in the twelve months ended December 31, 2025, borrowers with respect to approximately 26%, 17%, 12%, 9%, 7% and 6% of our loan originations, were located in the states of Florida, Texas, California, New York, New Jersey and Massachusetts respectively. No other state accounts for more than 4% of the aggregate of our loans originated in the twelve months ended December 31, 2025. Adverse economic conditions, such as unemployment, interest rates, inflation rates and consumer perception of the economy, or other factors, such as natural disasters and extreme weather events, affecting any state or region could increase the delinquency or loan loss experience of the loan originated in that state or region or lead to temporary declines in originations more generally in that state or region. For example, a deterioration in economic conditions in the states where we have portfolio concentrations, including high unemployment, is likely to adversely affect the ability and willingness of borrowers to meet their payment obligations under the loans which is likely to adversely affect the delinquency, default, loss and repossession that we experience with respect to the loans originated in such states. Additionally, there have been predictions that climate change may lead to an increase in the frequency of natural disasters and extreme weather conditions, with certain states bearing a greater risk of the adverse effects of climate change, which could increase the risks of geographic concentration in our loans.

Further, some states have enacted, and other states may in the future enact, laws imposing limits on the interest rate that a lender may charge. When a state limits the amount of interest that we can charge, we may not be able to offset any increased interest expense caused by rising interest rates, adversely affecting our business, financial condition, results of operations, and liquidity and our ability to service loans. To date, there has been no material impact on our business as the result of these rate limitations as the states where such rate changes have occurred have not been states where we have the higher loan concentrations. In addition, some states have also enacted, and other states may in the future enact, changes in laws related to general asset protection, or GAP, waivers, which is one of the ancillary products sold by us to borrowers. A GAP waiver is an insurance product that provides protection to the consumer by paying the difference between the loan balance and the amount covered by the consumer’s primary insurance policy, in the event of a total loss of the vehicle due to severe damage or theft. One such change in the laws related to GAP waivers requires us to provide refunds of the unearned, prepaid GAP waiver charges when the loan agreement terminates early (for example, when the borrower prepays their loan). This change, that was also enacted in the geographies where we operate, including in states where we have the higher loan concentrations, has had a material impact on our business as we began pro rata refunds to consumers who prepaid their loans. As a result, the revenue per consumer, who purchased a GAP waiver declined year-over-year. For more information on how GAP waiver refunds have affected our revenue, see the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Comparison of the Years Ended December 31, 2023, 2024, and 2025—Interest and fee income, net” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Comparison of the Years Ended December 31, 2023, 2024, and 2025. As shown in these sections, while interest and fee income, net grew by 30% year-over-year from 2024 to 2025, ancillary product revenue, net decreased by 1% for the same period. If the amount of GAP waiver refunds we are required to pay increases due to increased prepayments by borrowers in these geographies or as a result of any additional state and federal regulation on GAP waivers, there may be a material and adverse effect on our business, financial condition, results of operation, and liquidity.

Further, many auto finance companies have recently made adjustments to their policies and practices related to involuntary repossession activity. Although we were not impacted, there can be no assurance that repossession activity will not be restricted, as the result of changes in applicable laws and guidance or for other reasons. Any delay in repossession activity may extend the timing of expected cashflow from the loans and adversely affect our financial results. For example, initial restrictions imposed by state and local governments in response to COVID-19 resulted in the cessation of most, if not all, physical auctions of used vehicles and significantly reduced the volume and prices in the auction market for used vehicles in the United States. There can be no

assurance that a resurgence of COVID-19 or another public health issue will not result in the imposition of additional or reinstated restrictions in the future. Any such restrictions could adversely affect our ability to liquidate repossessed vehicles and the price to be received from the liquidation of such vehicles, which could adversely affect the timing and amount of proceeds of any defaulted auto loan contract.

We track certain operational metrics, including Active Dealerships, Aggregate Originations, Number of Loans Originated, 31+ Day Delinquency Rate and Annualized Net Charge-off Rate with internal data, systems and tools or manual processes and these metrics are not independently verified by a third-party. The methodologies used to measure certain of these metrics require significant judgment, are susceptible to errors, and may differ from estimates or metrics published by third parties due to differences in sources, methodologies, or the assumptions on which we rely. Our internal data, systems, tools and processes have a number of limitations, and our data collection methodologies may have errors or could change over time, which could result in unexpected changes to our metrics, including the metrics we publicly disclose. If the internal data, systems and tools or processes we use to track these metrics under count or over count performance or contain algorithmic or other technical errors, the data we report may not be accurate. While these numbers are based on what we believe to be reasonable estimates of our metrics, there are inherent challenges in measuring this data. In addition, limitations or errors with respect to how we measure data or with respect to the data that we measure may affect our understanding of certain details of our business, which could affect our long-term strategies. If our operating metrics are not accurate, or if investors do not perceive them to be accurate, investors may lose confidence in our operating metrics and business and we could be subject to legal claims, and our business, financial condition, results of operations, liquidity, and reputation could be adversely affected.

Our quarterly results are likely to fluctuate and as a result may adversely affect the trading price of our common stock.

Our quarterly results of operations, including the levels of our revenue, net income and other key metrics, are likely to vary significantly in the future, and period-to-period comparisons of our results of operations may not be meaningful. Accordingly, the results for any one quarter are not necessarily an accurate indication of future performance. Our quarterly financial results may fluctuate due to a variety of factors, many of which are outside of our control. Factors that may cause fluctuations in our quarterly financial results include:

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the effectiveness and predictiveness of AIRA^®, or changes thereto, including as a result of macroeconomic or other factors, which negatively impact transaction volume, such as lower approval rates;

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the performance of our loan portfolio;

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our ability to attract new dealerships;

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our ability to maintain relationships with existing dealerships;

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our ability to maintain or increase loan volume;

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headwinds from dealership turnover initiated by us due to poor dealership business practices;

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general economic conditions, including economic slowdowns, recessions and tightening of credit markets;

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the timing and success of new products and services;

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the effectiveness of our sales and marketing efforts;

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the amount and timing of operating expenses related to maintaining and expanding our business, operations and infrastructure, including acquiring new and maintaining existing dealerships and attracting borrowers to our platform;

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our cost of borrowing money or availability of liquidity;

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the number and extent of prepayments of loans originated on our platform;

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changes in the fair value of assets and liabilities on our balance sheet;

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network outages, operating system or infrastructure failures or incidents relating to privacy, data protection or cybersecurity;

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our involvement in litigation or regulatory enforcement efforts (or the threat thereof) or those that impact our industry generally;

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changes in laws and regulations that impact our business; and

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changes in the competitive dynamics of our industry, including consolidation among competitors or the development of competitive products by larger well-funded incumbents.

The impact of one or more of the foregoing and other factors may cause our operating results to vary significantly. As such, we believe that quarter-to-quarter comparisons of our operating results may not be meaningful and should not be relied upon as an indication of future performance. The variability and unpredictability of our operating results could result in our failure to meet our expectations or those of analysts that cover us or investors with respect to revenue or other operating results for a particular period. If we fail to meet or exceed such expectations, then the trading price of our common stock could fall substantially, and we could be subject to litigation, including securities class action suits, which, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

We were incorporated in 2015 and have had limited operations to date. As a result, we have limited financial data that can be used to evaluate our business and future prospects. Any evaluation of our business and prospects must be considered in light of our limited operating history, which may not be indicative of future performance. Because of our limited operating history, we face increased risks, uncertainties, expenses, and difficulties, including the risks and uncertainties discussed in this section. We have grown rapidly over the last several years, and our recent loan origination growth rate, revenue growth rate and financial performance may not be indicative of our future performance. In 2023, 2024, and 2025 we originated $1.1 billion, $1.5 billion, and $2.2 billion in auto loans, representing a year-over-year growth of 38% between 2023 and 2024, and 45% between 2024 and 2025. In 2023, 2024, and 2025 our total net revenue was $175.4 million, $281.5 million and $372.8 million, representing a 61% growth rate from 2023 to 2024 and a 32% growth rate from 2024 to 2025. There is no assurance that we can sustain the growth that we have experienced to date and you should not rely on our financial performance for any previous quarterly or annual period as any indication of our revenue or revenue growth in future periods.

As we grow our business, our loan origination rates and revenue growth rates may slow, or our loan originations and revenue may decline, in future periods for a number of reasons, which may include slowing demand for our platform offerings and services, decreasing interest rates, decreasing investor appetite for our loans, increasing competition, a decrease in the growth of our overall credit market, increasing regulatory costs and our failure to capitalize on growth opportunities. We believe our growth over the last several years has been driven in part by our ability to rapidly grow the number of Active Dealerships in existing and new geographies. We may not be able to maintain the same growth of Active Dealerships. As a result, our revenue growth rates and loan origination rates may slow, and our financial performance may be adversely affected.

In addition, our rapid growth has placed, and may continue to place, significant demands on our management, processes and operational, technological and financial resources. Our ability to manage our growth effectively and to integrate new employees and technologies into our existing business will require us to continue to retain, attract, train, motivate and manage employees and expand our operational, technological and financial infrastructure. Continued growth could strain our ability to develop and improve our operational, technological, financial and management controls, enhance our reporting systems and procedures, recruit, train and retain highly skilled personnel and maintain user satisfaction. Any of the foregoing factors could negatively affect our business, financial condition, results of operations, and liquidity.

We maintain an allowance for expected credit losses, which is a critical accounting estimate and requires us to use significant estimates and assumptions to determine the appropriate level of allowance. This estimate is highly dependent upon the reasonableness of our assumptions and the predictability of the relationships that drive the results of our valuation methodologies. We measure credit losses under CECL for financial assets measured at amortized cost, which includes the vast majority of our loans receivable and loan portfolio. Under CECL, the allowance is established to reserve for management’s best estimate of expected lifetime losses inherent in our loans receivable and loan portfolio. The impact of measuring our allowance for expected credit losses on our results will depend on the characteristics of our financial instruments, economic conditions, and our economic and loss forecasts. Management has processes in place to monitor these judgments and assumptions, but these processes may not ensure that our judgments and assumptions are correct. The method for calculating the best estimate of expected credit losses takes into account our historical experience, adjusted for current conditions, and our judgment concerning the probable effects of relevant observable data, trends, and market factors. Changes in such estimates can significantly affect the allowance and provision for losses. It is possible that we will experience credit losses that are different from our current estimates. If our estimates and assumptions prove incorrect and our allowance for credit losses is insufficient, we may incur net charge-offs in excess of our reserves, or we could be required to increase our provision for credit losses, either of which would adversely affect our business, financial condition, results of operations, and liquidity.

Further, the loss and delinquency levels of the loans owned by us may not correspond to the historical levels we have experienced on our portfolio. There is a risk that losses and delinquencies could increase or decline significantly for various reasons, including changes in the local, regional or national economies and other unexpected events. As such, there can be no assurance that our estimates of expected credit losses will reflect actual experience with respect to our loans receivable portfolio.

We face risks resulting from the extensive use of models and data.

We rely on quantitative models and our ability to manage and aggregate data in an accurate and timely manner for a variety of purposes. In particular, we use quantitative models to determine the pricing of various products, grade loans and extend credit, measure interest rate and other market risks, predict expected credit losses, estimate the value of financial instruments and balance sheet items, and other operational functions. As such, we depend on the accuracy and effectiveness of these models and our policies, processes and practices governing how models and data, as applicable, are acquired, validated, stored, protected, processed, used and analyzed. Any issues with the quality or effectiveness of our data aggregation and validation procedures, as well as the quality and integrity of data inputs, formulas or algorithms, could result in inaccurate forecasts, suboptimal pricing or ineffective risk management practices.

We obtain large volumes of data from various third-party sources, including loan applicants, loan applicants’ financial institutions, credit bureaus, auto auction platforms, auto dealerships and industry organizations. If we are unable to receive, access or use this third-party data for any reason, our access to such

data is limited or restricted, or such data is compromised, inaccurate, or biased in any way, our ability to accurately evaluate applicants, detect fraud and verify applicant data would be harmed or compromised. Any of the foregoing could negatively impact the accuracy of our pricing decisions, the degree of efficiency in our loan application process and the volume of loans originated on our platform. For additional risks related to our reliance on third-party vendors, see “—Certain of our operations rely on external vendors.”

In addition, quantitative models based on historical data sets might not be accurate predictors of future outcomes, and their ability to appropriately predict future outcomes may degrade over time. While we continuously update our policies, processes and practices, many of our data management, modeling, aggregation and implementation processes are manual and may be subject to human error, data limitations, process delays or system failure. Moreover, during periods of market disruption, including periods of significantly rising or high interest rates, rapidly widening credit spreads or illiquidity, or periods in which consumer behavior changes unexpectedly, our models may not function as intended. If our models do not function as intended, we could suffer unexpected losses, which could materially adversely affect our business, financial condition, results of operations, and liquidity.

We have a dealership-centric auto finance business, and a change in the key role of dealerships within the automotive industry could have an adverse effect on our business, financial condition, results of operations, and liquidity.

We acquire most of our consumers through the U.S. auto dealership market, and as a result, our auto finance business depends on the continuation of the key role of dealerships within the automotive industry. In particular, dealerships play a key role in arranging purchasers’ financing.

A number of trends are affecting the automotive industry and the role of dealerships within it. These include challenges to the dealership’s role as a retailer, shifting financial and other pressures exerted by manufacturers on dealerships, the rise of vehicle sharing and ride hailing, the development of autonomous and alternative-energy vehicles, the impact of demographic shifts on attitudes and behaviors toward vehicle ownership and use, changing consumer and regulatory expectations around the vehicle buying experience, adjustments in the geographic distribution of new and used vehicle sales, advancements in communications technology and supply chain challenges. Further, consumers are increasingly presented with opportunities to obtain financing directly from lenders instead of indirectly through the dealership. While it is not currently clear how and how quickly these trends may develop, any one or more of them could adversely affect the key role of dealerships and their business models, profitability, and viability. If there were a consumer shift away from dealership-arranged financing for any of the foregoing reasons, our loan origination volume from dealerships could decline and we may need to adjust our business model as a result. If we are not able to successfully adjust our business model, it could adversely affect our business, financial condition, results of operations, and liquidity.

Our ability to maintain or build relationships with dealerships or underperformance or misconduct by a dealership we partner with could have an adverse effect on our business, financial condition, results of operations, and liquidity.

We rely on our relationships with auto dealerships to acquire consumers. If we are not able to maintain existing relationships with significant automotive dealerships or if we are not able to develop new relationships for any reason, including if we are not able to provide services on a timely basis, offer products and services that meet the needs of the dealerships, compete successfully with the products and services of our competitors, hire or maintain an adequate number of skilled customer service and sales representatives needed for handling our growing number of existing dealerships or developing new relationships with dealerships, or otherwise satisfy dealerships and effectively counter the influence that captive auto finance companies have in the marketplace or the exclusivity privileges that some competitors have with automotive manufacturers, our loan origination volume, credit performance and the number of dealerships with whom we have retail funding relationships, could decline in the future. If this were to occur, our business, results of operations, financial condition, and liquidity could be adversely affected.

Dealerships are also a form of systemic risk to our business, including credit risk, fraud risk, reputational risk, litigation risk and compliance risk. Although we have processes and controls in place to monitor dealership performance, poor dealership business practices may result in decreased consumer satisfaction or we may need to terminate a dealership relationship, which may decrease our loan origination volumes, or may also result in fraud, reputational, legal or compliance risk to the business. For example, if a dealership were to engage—or be accused of engaging—in illegal or suspicious activities including fraud or discrimination, we could be subject to regulatory investigations or litigation and suffer serious harm to our reputation, financial condition, consumer relationships, and ability to attract future consumers. In addition, if an automotive dealership that we have a relationship with is engaged in misconduct that involves our platform, that misconduct may have adverse effect on our business, financial condition, results of operations, and liquidity.

Negative publicity about us or our industry could adversely affect our business, results of operations, financial condition, and liquidity.

Negative publicity about us or our industry, including the transparency, fairness, responsible lending on our platform, user experience, quality and reliability of our platform or point-of-sale lending platforms in general, effectiveness of our risk model, our ability to effectively manage and resolve complaints, our privacy and security practices, litigation, regulatory activity, funding sources, service providers, dealerships or others in our industry, the experience of consumers and investors with our platform or services or point-of-sale lending platforms in general, could adversely affect our reputation and the confidence in, and the use of, our platform, which could harm our reputation and cause disruptions to our platform. Any such reputational harm could further affect the behavior of dealerships and consumers, including their willingness to use our platform or to obtain loans originated through our platform or to make payments on their loans, which could adversely affect our business, results of operations, financial condition, and liquidity.

If our collection efforts on delinquent loans or our efforts to foreclose on vehicles or to resell them are ineffective or unsuccessful, the performance of the loans would be adversely affected.

Our ability to collect on loans is dependent on the borrower’s continuing financial stability, and consequently, collections can be adversely affected by a number of factors, including job loss, divorce, death, illness, or personal bankruptcy. Furthermore, the application of various federal and state laws, including federal and state bankruptcy and debtor relief laws, may limit the amount that can be recovered on the loans. For example, it is possible that a higher percentage of consumers will seek protection under bankruptcy or debtor relief laws when macroeconomic conditions are challenging due to high inflation, the possibility of recession and other factors. Federal and state laws, or other restrictions could impair, prohibit, limit or delay our ability to collect amounts owed and due on the loans originated through our platform, reduce income received from the loans originated through our platform, negatively affect our ability to repossess and sell automobiles to recover losses on defaulted loans, or negatively affect our ability to comply with our current financing arrangements or obtain financing with respect to the loans originated through our platform.

Additional factors that may affect our ability to collect the full amount due on a loan include:

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our failure to receive or file amendments to the certificates of title for the related vehicles;

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our failure to file financing statements to perfect our security interest in the related vehicles;

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depreciation;

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obsolescence; and

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damage or loss of the related vehicle.

Furthermore, proceeds from the sale of repossessed vehicles can fluctuate significantly based upon market conditions. For example, asset values increased significantly due to supply chain disruptions caused by

COVID-19 and high inflation. However, as such disruptions normalize and inflation decreases, asset values may decrease, potentially significantly. A deterioration in general economic conditions and/or decreases in asset values could result in a greater loss in the sale of repossessed vehicles than we have historically experienced.

We use some third-party service providers in connection with the repossession of vehicles and for the sale of repossessed vehicles. When using such third parties, we incur additional fees and costs, which reduce the amounts of collections that we receive. We also have negotiated a dealership recourse relationship with certain dealerships, under which the dealership agrees to repurchase the repossessed vehicle from us in the case a borrower defaults according to the terms of the recourse agreement and to pay a fixed reserve amount for each loan originated, which we hold in reserve against future credit losses. If such dealership goes out of business or incurs other financial difficulties, we may not be able to enforce the obligation to purchase the repossessed vehicle from us, and the reserve may not be enough to cover any shortfall stemming from us re-selling the repossessed vehicle, especially if the asset values of repossessed vehicles decrease. There is also no assurance that we will be able to keep these recourse relationship agreements with dealerships or negotiate similar agreements as we expand our dealership network.

Additionally, for those loans that we sell, whatever we are able to collect as a servicing fee in connection with the services we provide depends on the collectability of the loans originated on our platform. If there is an unexpected significant increase in the number of borrowers who fail to repay their loans or an increase in the principal amount of the loans that are not repaid, we will be unable to collect our entire servicing fee for the loans originated through our platform for which we act as servicer, and our business, results of operations, financial condition, future prospects, and liquidity could be materially and adversely affected.

Our business, financial condition, results of operations, and liquidity could suffer if used vehicle prices are low or volatile or decrease in the future.

Used vehicle prices, as measured by the Manheim Used Vehicle Value Index, have been volatile since 2020. Initially, following COVID-19 lockdowns, used vehicle prices rose significantly in response to supply issues among new vehicles. As the supply issues resolved, used vehicle prices declined significantly, normalizing closer to their historical values. Despite having declined significantly, they still remain elevated compared to their historical run rates and they have recently started to increase again in the face of new and proposed tariffs, which are leading to increases in new vehicle prices, and consequently, an increase in demand for used vehicles.

General economic conditions, the supply of other vehicles to be sold, the levels of demand for vehicle ownership and use, relative market prices for new and used vehicles, perceived vehicle quality, the shift from gasoline to electric vehicles, overall vehicle prices, the vehicle disposition channel, volatility in gasoline or diesel fuel prices, levels of household income and savings, interest rates, and other factors outside of our control, such as consumer confidence levels and the strength of automotive manufacturers, dealerships and retailers, heavily influence used vehicle prices.

Governments are also intensely focused on the effects of climate change and related environmental issues. How governments act to mitigate climate and related environmental risks, as well as associated changes in the behavior and preferences of businesses and consumers, could have an adverse effect on our business, financial condition and results of operations. For example, changes in law to address climate change could lead to a decline in demand for and value of gasoline-powered vehicles, which would in turn reduce the value we are likely to achieve from repossessed vehicles and increase losses on the sale of repossessed vehicles.

Our expectation of used vehicle values is a factor in determining our pricing of new loan originations. In stressed economic and rapidly changing climate regulatory environments, residual-value risk may be even more volatile than credit risk. To the extent that used vehicle prices are significantly lower than our expectations, our profit on auto loans could be substantially less than our expectations, even more so if our estimate of loss frequency is underestimated as well. In addition, we could be adversely affected if we, or our third-party service providers, fail to efficiently process and effectively market repossessed vehicles and, as a consequence, incur higher-than-expected disposal costs or lower-than-expected proceeds from the vehicle sales.

We also have negotiated a dealership recourse relationship with certain dealerships, under which the dealership agrees to repurchase the repossessed vehicle from us in the case a borrower defaults according to the terms of the recourse agreement and to pay a fixed reserve amount for each loan originated, which we hold in reserve against future credit losses. If such dealership goes out of business or incurs other financial difficulties because vehicle prices are low, we may not be able to enforce the obligation to purchase the repossessed vehicle from us. In such case, the reserve may not be enough to cover any shortfall stemming from us re-selling the repossessed vehicle, especially if the asset values of repossessed vehicles decrease. Further, decreases in vehicle values may cause a borrower’s vehicle value to drop to a point where they have negative equity in their vehicle, or further increase existing negative equity. Such borrowers may be less motivated to pay back their loans, increasing the frequency of defaults and repossessions, which may adversely affect our business, financial condition, results of operations, and liquidity.

Our risk management efforts may not be effective in mitigating risk and loss.

We maintain an enterprise risk-management framework that is designed to identify, measure, assess, monitor, test, control, report, escalate, and mitigate the risks that we face. These include credit, underwriting, market, liquidity, business/strategic, reputational, operational, information-technology/cyber-security, compliance, and conduct risks. Our risk management policies, procedures, and techniques, including our scoring technology, may not be sufficient to identify all of the risks we are exposed to, mitigate the risks we have identified, or identify concentrations of risk or additional risks to which we may become subject in the future. If conditions or circumstances arise that expose flaws or gaps in the framework or its design or implementation, the performance and value of our business and operations could be adversely affected. For example, if our risk-management framework does not effectively monitor and identify macroeconomic conditions that require mitigating by decisions such as tightening underwriting criteria during such periods, our delinquencies and net charge-offs may increase, and could adversely affect our business, financial condition, results of operations, and liquidity. Additionally, ineffective risk management could give rise to enforcement and other supervisory actions, damage our reputation, and result in private litigation, which could adversely affect our business, financial condition, results of operations, and liquidity.

Certain of our operations rely on external vendors.

We rely on external vendors to provide certain products and services (including data) that we use in our day-to-day operations, including various third-party data providers, repossession vendors, GPS suppliers, insurance companies and collection agencies. Accordingly, we are exposed to the risk that these vendors may not perform in accordance with their agreements with us, may not be able to continue to provide services upon similar terms or may not comply with regulatory requirements. While we have planned redundancies for all our external vendors, such failures could be disruptive to our operations and have a material adverse impact on our business, financial condition, results of operations, and liquidity. These third parties are also sources of risk associated with operational errors, system interruptions or breaches, and unauthorized disclosure of confidential information. See “—Risks Related to Intellectual Property and Technology—Our operating systems or infrastructure, as well as those of our service providers or others on whom we rely, could fail or be interrupted, which could disrupt our business and adversely affect our results of operations, financial condition and prospects” and “—We face a wide array of security risks that could result in business, reputational, financial, regulatory and other harm to us.” Additionally, we are reliant on repossession vendors and collection agencies, and if they do not perform in accordance with our agreements with them, or if they act unprofessionally or otherwise harm the user experience for our borrowers, our ability to collect on defaulted loans would be adversely affected, our brand and reputation could be harmed, and our ability to attract potential borrowers to our platform could be negatively impacted. We may also become subject to regulatory scrutiny and potential litigation based on their conduct. If our vendors encounter any of these issues, we could be exposed to disruption of service, damage to our reputation and litigation, all of which could adversely affect our business, financial condition, results of operations, and liquidity.

We have experienced in the past, and expect to continue to experience, seasonal fluctuations in our revenues.

Vehicle sales generally exhibit seasonality. Historically, the two peak seasons for auto sales are in the spring and the fall. In addition, delinquencies and defaults in all consumer credit asset classes, including auto loans, generally exhibit seasonality. Historically, delinquencies peak in January and February after the holiday shopping season, and then begin to fall in March and April in line with tax returns to a low in the summer. Delinquencies then begin to rise again through the following holiday shopping season. Due to our rapid growth, COVID-19 lockdowns, new and used vehicle supply constraints, introduction and then removal of government stimulus, and rapid inflation, at times, our historical originations and portfolio delinquency and default rate patterns have not reflected the general seasonality we expect of our business. As our business matures and markets continue to normalize, we expect to experience typical seasonal fluctuations in our quarterly operating results. Adverse events that occur during the peak seasons described above could have a disproportionate effect on our business, results of operations, financial condition, and liquidity.

If we lose the services of any of our key management personnel, our business, financial condition results of operations, and liquidity could be adversely affected.

Our future success depends significantly on the continued service and performance of our key management personnel. Our senior management team has significant industry experience and would be difficult to replace. Competition for these employees is intense and we may not be able to attract and retain key personnel. If we are unable to attract or retain appropriately qualified personnel, we may not be successful in originating loans and servicing our consumers, which could have a materially adverse effect on our business, financial condition, results of operations, and liquidity.

We may not be able to attract, retain, or motivate qualified employees.

Skilled employees are one of our most important resources, and competition for talented people is intense. We may not be able to locate and hire the best people, keep them with us, or properly motivate them to perform at a high level. This risk may be exacerbated due to some of our competitors having significantly greater scale, financial and operational resources, and brand recognition. In addition, we may experience competition in retaining employees based on remote or other flexible work arrangements, and our ability to attract or retain qualified employees may be adversely affected if our work arrangements are perceived as less favorable than those of our competitors. Continued scrutiny of compensation practices has made this competition for talent only more difficult. In addition, many parts of our business are particularly dependent on key personnel, and retaining talented people in certain areas, such as technology, sales and capital markets, may be challenging. Further, growth in our businesses will further increase our need for skilled employees. If we were to lose and be unable to replace these personnel or other skilled employees or if the competition for talent were to drive our compensation costs to unsustainable levels, our management of operational and other risks could suffer, and our business, financial condition, results of operations, and liquidity could be negatively impacted.

Consumers purchasing cars made by Toyota and Chevrolet continue to constitute a significant portion of our consumer base, which creates concentration risk for us.

Consumers purchasing cars made by Toyota and Chevrolet constitute a significant portion of our consumer base. For example, in 2025, 18% of our loan originations were transacted for borrowers purchasing Toyota vehicles, and 11% of our loans were transacted for borrowers purchasing Chevrolet vehicles. A significant adverse change in Toyota’s or Chevrolet’s business, including, for example, in the production or sale of Toyota or Chevrolet vehicles, the quality or resale value of Toyota or Chevrolet vehicles, Toyota’s or Chevrolet’s relationships with its key suppliers, or the rate or volume of recalls of Toyota or Chevrolet vehicles, could negatively impact the size of Toyota and Chevrolet consumer bases and the volume of loans we originate to them and the value of collateral securing our extensions of credit to them. Any future reductions in Toyota and Chevrolet business that we are not able to offset could adversely affect our business, financial condition, results of operations, and liquidity.

We are subject to both natural and man-made events that may unexpectedly disrupt our operations and adversely impact our business, financial condition and results of operations.

Our systems and operations are vulnerable to damage or interruption from earthquakes, fires, floods, hurricanes, tornadoes, 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. 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. For example, the Israel-Hamas war has disrupted operations in our Israeli office, where a portion of our technology team is based. In particular, while none of our technical infrastructure is located in Israel, some of our Israeli employees have been drafted, which may result in a loss of critical knowledge for operating our technical infrastructure. Further, the recent war in Iran has also caused and could continue to cause and exacerbate the disruption to operation in our Israeli office. We may not have sufficient protection or recovery plans in certain circumstances, such as a significant natural disaster or war, and our business interruption insurance may be insufficient to compensate us for losses that may occur.

These disruptions may also affect our collections processes. For example, if significant portions of our workforce become unable to work effectively due to any such disruptions, there may be business disruptions which could result in reduced collection effectiveness. Additionally, certain third parties that we rely on to support repossessions of vehicles following delinquency or default of the related auto loans may be, as a result of any of the above-mentioned disruptions, unable to fully perform the requested services in a timely manner, which could reduce recoveries and adversely affect our business, financial condition, results of operations, and liquidity.

Changes in immigration patterns, policy or enforcement could affect some of our consumers, including those who may be undocumented immigrants, and consequently impact the performance of our loans, our business, financial condition, results of operations, and liquidity.

Some of our consumers are immigrants and some may not be U.S. citizens or permanent resident aliens. We follow appropriate consumer identification procedures as mandated by law, including accepting government issued picture identification that may be issued by non-U.S. governments, as permitted by the USA PATRIOT Act, but we do not verify the immigration status of our consumers, which we believe is consistent with industry best practices and is not required by law. While our credit models look to approve consumers who have stability of residency and employment, a significant change in immigration patterns, policy or enforcement could cause some consumers to emigrate from the United States, either voluntarily or involuntarily, or slow the flow of new immigrants to the United States. Changes in immigration laws, policies or enforcement patterns, or announcements thereof, that make it more difficult or less desirable for immigrants to work in the United States or introduce greater uncertainty into the immigration system have affected spending patterns by immigrants in the past and may do so in the future, which may have in the past, and may in the future, lead to fluctuations, including declines, in originations from time to time. Such changes may have in the past, and could in the future, also result in increased delinquencies and losses on our loans due to more difficulty for potential consumers to earn income. In addition, if we or our competitors receive negative publicity around making loans to undocumented immigrants, it may draw additional attention from regulatory bodies or consumer advocacy groups, all of which may harm our brand and business. In recent months, significant changes in U.S. immigration policy and enforcement have been announced and there is no assurance that there will not be future a significant changes in U.S. immigration patterns, policy, laws or enforcement. We cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation or administrative action. Any such change could adversely affect our business, financial condition, results of operations, and liquidity.

We face risks from the use of or changes to assumptions or estimates in our financial statements.

Pursuant to generally accepted accounting principles in the U.S. or GAAP, we are required to use certain assumptions and estimates in preparing our financial statements, including useful lives of property and equipment, capitalization of internally developed software and associated useful lives, expected credit losses, and the determination of fair value of our stock option grants. In addition, the FASB, the SEC and other regulatory

bodies may change the financial accounting and reporting standards, including those related to assumptions and estimates we use to prepare our financial statements, in ways that we cannot predict and that could impact our financial statements. If actual results differ from the assumptions or estimates underlying our financial statements or if financial accounting and reporting standards are changed, we may experience unexpected material losses. For a discussion of our use of estimates in the preparation of our consolidated financial statements, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates.”

The market for auto financings is highly competitive.

The market for auto financing is highly competitive, and we expect competitive pressures only to intensify in the future, especially in light of the regulatory and supervisory environments in which we operate, innovations that alter the barriers to entry, current and evolving economic and market conditions, changing consumer preferences and consumer and business sentiment, and monetary and fiscal policies. Some of our competitors may have greater financial, technical, and marketing resources than we possess and/or may have a lower funding costs and access to funding sources that may not be available to us, in particular those competitors that are part of larger financial institutions or are captive auto finance companies of large car manufacturers. Many of our competitors have also been operating for longer and have a more established market presence than us and, as a result, these competitors may be better positioned to attract consumers.

Competitive pressures may drive us to take actions that we might otherwise eschew, such as lowering the interest rates or fees on loans or adopting more liberal standards in granting loans. These pressures may also accelerate actions that we might otherwise elect to defer, such as further substantial investment in systems or infrastructure. Such actions that we take in response to competition, among others, may adversely affect our business, financial condition and results of operations. These consequences could be exacerbated if we are not successful in introducing new products and services, achieving market acceptance of our products and services, developing and maintaining a strong consumer base, continuing to enhance our reputation, or prudently managing risks and expenses.

We are or may be subject to potential liability in connection with pending or threatened legal proceedings and other matters.

We are regularly involved in ongoing, pending or threatened legal proceedings and other matters and are or may be subject to potential liability in connection with them. These legal matters may be formal or informal and include litigation and arbitration with one or more identified claimants, certified or purported class actions with yet-to-be-identified claimants, and regulatory or other governmental information-gathering requests, examinations, investigations, and enforcement proceedings. Our legal matters exist in varying stages of adjudication, arbitration, negotiation, or investigation and span our operations. Claims may be based in law or equity-such as those arising under contracts or in tort and those involving banking, consumer-protection, securities, tax, employment, and other laws-and some can present novel legal theories and allege substantial or indeterminate damages.

The course and outcome of legal matters are inherently unpredictable. This is especially so when a matter is still in its early stages, the damages sought are indeterminate or unsupported, significant facts are unclear or disputed, novel questions of law or other meaningful legal uncertainties exist, a request to certify a proceeding as a class action is outstanding or granted, multiple parties are named, or regulatory or other governmental entities are involved. Other contingent exposures and their ultimate resolution are similarly unpredictable for reasons that can vary based on the circumstances. As a result, we often are unable to determine how or when threatened or pending legal matters and other contingent exposures will be resolved and what losses may be incrementally and ultimately incurred. Actual losses may be higher or lower than any amounts accrued or estimated for those matters and other exposures, possibly to a significant degree. In addition, while we maintain insurance policies to mitigate the cost of litigation and other proceedings, these policies have deductibles, limits, and exclusions that may

diminish their value or efficacy. Substantial legal claims, even if not meritorious, could have a detrimental impact on our business, results of operations, financial condition, and liquidity, and could cause us reputational harm.

There are risks associated with the acquisition or sale of assets or businesses and the formation, termination, or operation of joint ventures or other strategic alliances.

We have previously acquired, and in the future may acquire, assets or businesses, either through the direct purchase of such assets or the purchase of a company’s equity, which we believe could complement or expand our business.

Potential difficulties we may encounter in connection with these transactions and arrangements include:

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the integration of the assets or business into our information technology platforms and servicing systems;

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the quality of servicing;

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disruption of our ongoing businesses and distraction of our management teams;

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incomplete or inaccurate records;

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inability to retain existing consumers;

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unanticipated expenses; and

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potential unknown liabilities associated with the transactions, including legal liability related to origination and servicing prior to the acquisition.

The anticipated benefits and synergies of any future acquisition will assume a successful integration, and will be based on projections and other assumptions, which are inherently uncertain. Even if integration is successful, anticipated benefits and synergies may not be achieved.

Risks Relating to Regulatory and Tax Matters

Our business is subject to numerous federal, state, and local laws and regulations, and various state authorities regulate and supervise our lending business.

Our operations are subject to regular examination by state regulators and, for certain aspects of our business, by U.S. federal regulators. These examinations may require us to change our policies or practices, pay monetary fines, or make reimbursements to consumers. Many state regulators have indicated an intention to pool their resources to conduct examinations of licensed entities, including us, at the same time (referred to as a “multistate” examination). This could result in more in-depth examinations, which could be costlier and lead to more significant enforcement actions. We are also subject to potential enforcement, supervisions, and other actions that may be brought by state attorneys general or other state enforcement authorities and other governmental agencies. Such actions have in the past, and could in the future, subject us to civil money penalties, consumer remediation, and increased compliance costs, and/or require us to change our policies or practices and make reimbursements to consumers. Any such actions may also damage our reputation and brand and could limit or prohibit our ability to offer certain products and services or engage in certain business practices. No assurance can be given that our compliance policies will be effective and that we will not be subject to fines and penalties. Ambiguities in applicable statutes and regulations and unclear and evolving regulatory expectations and enforcement practices may leave uncertainty with respect to permitted or restricted conduct and may make compliance with laws, and risk assessment decisions with respect to compliance with laws, difficult and uncertain. In addition, ambiguities make it difficult, in certain circumstances, to determine if, and how, compliance violations may be cured. We may fail to

comply with applicable statutes and regulations even if acting in good faith, or because governmental bodies or courts interpret existing laws or regulations in a more restrictive manner, which may lead to regulatory investigations, governmental enforcement actions or private causes of action with respect to our compliance. To resolve issues raised in examinations or other governmental actions, we may be required to take various corrective actions, including changing certain business practices, making refunds or taking other actions that could be financially or competitively detrimental to us. In some cases, regardless of fault, it may be less time consuming or costly, or an otherwise prudent decision, to settle these matters, which may require us to implement certain changes to our business practices, provide remediation to certain individuals or make a payment to a given party or regulatory body. There is no assurance that any future settlements will not have an adverse effect on our business, financial condition, results of operations, and liquidity.

State attorneys general have a variety of tools at their disposal to enforce state and federal consumer financial laws, including the ability to enforce the Dodd-Frank Act and regulations promulgated under the Dodd-Frank Act’s authority. State attorneys general also have enforcement authority under state law with respect to unfair or deceptive practices under which state attorneys general may conduct investigations, bring actions, and recover civil penalties or obtain injunctive relief against entities engaging in unfair, deceptive, or fraudulent acts. Attorneys general may also coordinate among themselves to enter into multi-state actions or settlements. Some federal consumer financial laws, such as the Truth in Lending Act, grant enforcement or litigation authority to state attorneys general.

We are subject to potential changes in federal and state law, which could lower the interest-rate limit that non-depository financial institutions may charge for consumer loans or could expand the definition of interest under federal and state law. Such changes could limit our interest income and other revenue, which could adversely affect our business, financial condition and results of operations. Incorrect calculations of proper interest rates or failure to make required disclosures may also result in fines or civil money penalties.

We are also subject to various laws and regulations in the United States that impose certain anti-money laundering requirements on companies that are financial institutions or that provide financial products and services. Under these laws and regulations, including the Bank Secrecy Act, we are required to report large cash transactions and suspicious activity, and maintain transaction records, among other requirements. State regulators may impose similar requirements on licensed money transmitters. We are also subject to anti-corruption and anti-bribery and similar laws, such as the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, and the U.S. Travel Act, which prohibit companies and their employees and agents from promising, authorizing, making, or offering improper payments or other benefits to government officials and others in the private sector in order to influence official action, direct business to any person, gain any improper advantage, or obtain or retain business. Our failure to comply with anti-money laundering and other applicable laws could subject us to substantial civil and criminal penalties or result in the loss or restriction of our money services business and state licenses, which may significantly affect our ability to conduct some aspects of our business. Changes in this regulatory environment, including changing interpretations of new or varying regulatory requirements by the government, may significantly affect or change the manner in which we currently conduct some aspects of our business.

We may not be able to maintain all requisite licenses and permits, and the failure to satisfy those or other regulatory requirements could have a material adverse effect on our business, results of operations, financial condition, and liquidity.

A material failure to comply with applicable laws and regulations could result in regulatory actions, including substantial fines or penalties, lawsuits, and damage to our reputation, which could adversely affect our business, financial condition, results of operations, and liquidity.

Requirements of the Dodd-Frank Act and oversight by the CFPB may significantly increase our regulatory costs and burdens.

The Dodd-Frank Act and the related regulations increased oversight of financial services and products by the Consumer Finance and Protection Bureau, or the CFPB, and imposed restrictions on the allowable terms for certain consumer credit transactions. The CFPB has significant authority to implement and enforce federal consumer finance laws, including the Truth in Lending Act, the Fair Credit Reporting Act, the Gramm-Leach-Bliley Act, or the GLBA, the Equal Credit Opportunity Act, or the ECOA, the Fair Credit Billing Act and new requirements for financial services products provided for in the Dodd-Frank Act, as well as the authority to identify and prohibit unfair, deceptive, or abusive acts and practices. In addition, the Dodd-Frank Act provides the CFPB with broad supervisory, examination and enforcement authority over various consumer financial products and services, including the ability to require reimbursements and other payments to consumers for alleged legal violations, and to impose significant penalties, as well as injunctive relief that prohibits lenders from engaging in allegedly unlawful practices. Further, state attorneys general and state regulators are authorized to bring civil actions to enforce certain consumer protection provisions of the Dodd-Frank Act. The industry investigation and enforcement provisions of Title X of the Dodd-Frank Act may adversely affect our business if the CFPB or one or more state attorneys general or state regulators believe that we have violated any federal consumer financial protection laws, including the prohibition in Title X against unfair, deceptive or abusive acts or practices.

The CFPB has supervisory authority over our business. It also has the authority to bring enforcement actions for violations of laws over which it has jurisdiction regardless of whether it has supervisory authority for a given product or service. The Dodd-Frank Act also gives the CFPB supervisory authority over entities that are designated as “larger participants” in certain financial services markets. The CFPB has published regulations for “larger participants” in the market of auto finance, and we have been designated as a larger participant in this market. The larger-participant rule for consumer installment loans was one of the rulemaking initiatives the CFPB designated as inactive in its Spring 2018 rulemaking agenda. It is not known if or when the CFPB may consider reactivating the rulemaking process for the larger participant rule for consumer installment loans. The CFPB’s broad supervisory and enforcement powers could affect our business and operations significantly in terms of increased operating and regulatory compliance costs, and limits on the types of products we offer and the way they are offered, among other things.

The CFPB and certain state regulators have acted against some lenders regarding collection acts and repossessions. There are certain state lending laws and regulations that require certain parties to hold licenses or other government approvals or filings in connection with specified activities, and impose requirements related to, among other things, debt collection and repossession. We collect on delinquent debt, and we may not always have been, and may not always be, in compliance with these and other applicable laws, regulations and rules. Our debt collection practices could therefore be challenged in a similar manner by the CFPB or state consumer lending regulators.

Some of the rulemaking under the Dodd-Frank Act remains pending. As a result, the complete impact of the Dodd-Frank Act remains uncertain. It is not clear what form remaining regulations will ultimately take, or how our business will be affected.

We are subject to various federal and state consumer protection laws.

We must comply with various regulatory regimes, including those applicable to consumer credit transactions. Certain state laws generally regulate interest rates and other charges and require certain disclosures. In addition, other federal and state laws may apply to the origination, servicing and collection of loans originated on our platform, to the repossession of vehicles, and to ancillary products.

While we have developed policies and procedures designed to assist in compliance with these laws and regulations, no assurance is given that our compliance policies and procedures will be effective. These laws impose specific statutory liabilities upon creditors who fail to comply with the provisions of these laws and may

also require us to repurchase loans that fail to comply with such laws. Failure to comply with these laws and with regulatory requirements applicable to our business could subject us to revocation of licenses, class action lawsuits, administrative enforcement actions, regulatory orders and agreements, fines, damages, other required payments, changes to our business practices and other injunctive relief, and civil and criminal liability, any of which could adversely affect our business, financial condition, results of operations, and liquidity.

Dealerships are subject to significant regulation, which may affect vehicle sales by dealerships and, in turn, our business.

Dealerships are subject to significant regulation by state and federal authorities. If the regulation of dealerships were to limit vehicle prices, the sale of ancillary products, or otherwise adversely affect vehicle sales by dealerships, our business could be adversely affected. For instance, on December 12, 2023, the FTC issued the Combating Auto Retail Scams Rule, or CARS Rule, 16 C.F.R. Part 463. The CARS Rule contains a number of provisions relating to dealership practices with respect to vehicle pricing, disclosure of vehicle prices and fees, the sale of and disclosures relating to ancillary products, consumer consent to charges, and unfair and deceptive statements. The FTC initially set the effective date for the CARS Rule as July 30, 2024. On January 4, 2024, two dealership trade groups filed a petition for review seeking to vacate, modify, or stay enforcement of the CARS Rule, as well as a motion to stay the Rule, and on January 27, 2025, the U.S. Court of Appeals for the Fifth Circuit vacated the Rule. See National Automobile Dealers Association v. FTC, No. 24-60013 (5th Cir.). Additionally, regulation of ancillary product sales at the state and federal level continues to evolve in ways that may limit our ability to sell ancillary products, which has the effect of reducing ancillary product revenue on a per-loan basis. We expect this trend to continue. This trend creates uncertainty about the ability of finance companies like ours to continue to generate future revenue from ancillary products at current levels. For more information on the effect of compliance on our ancillary product revenue, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Ancillary Product Revenue, net.”

We are subject to laws, regulations, orders, and industry standards related to privacy, data protection, cybersecurity, and consumer protection in the jurisdictions in which we do business, and we may expand these jurisdictions in the future. Compliance with current and future laws, regulations, orders, and industry standards related to privacy, data protection, cybersecurity and consumer protection, and any related contractual obligations, may require significant expenditures of time and money, and could significantly impact our current and planned privacy, data protection and cybersecurity related practices and our collection, use, sharing, retention, safeguarding and other processing of personal information (including personally identifiable information, or PII), including credit and other financial information, and other data, and certain of our current and planned business activities. We publicly post documentation regarding our practices concerning collection, processing, use and disclosure of data. Although we endeavor to comply with our published privacy policies and documentation, we may at times fail to do so or be alleged to have failed to do so. Any failure or perceived failure by us to comply with our published privacy policies and documentation and any applicable privacy, data protection, cybersecurity and consumer protection laws, regulations, orders, and industry standards, as well as any related contractual obligations, in one or more jurisdictions could expose us to costly litigation, significant awards, fines or judgments, civil and/or criminal penalties or negative publicity, and could materially and adversely affect our business, financial condition and results of operations. The publication of our privacy policy and other documentation that provides promises and assurances about privacy and security can subject us to potential U.S. state and federal action if they are found to be deceptive, unfair or misrepresentative of our actual practices, which could materially and adversely affect our business, financial condition, results of operations, and liquidity.

The legal and regulatory landscape governing privacy, data protection, cybersecurity, and consumer protection is in a period of considerable flux. Any such laws, regulations, orders, and industry standards may be

inconsistent among different jurisdictions, subject to differing interpretations or may conflict with our current or future practices. As privacy, data protection, cybersecurity, and consumer protection laws, regulations, orders, and industry standards are implemented, interpreted and applied, our compliance costs could increase, particularly in the context of ensuring that adequate data protection and data transfer mechanisms are in place. Any changes in these laws, regulations, orders, and industry standards, or in our current business practices, may compel us to enhance or modify our systems and infrastructure, invest in new systems and infrastructure, change our service providers, augment our scenario and vulnerability testing or alter our business practices or our policies on security, data governance and privacy. If any of these outcomes were to occur, the complexity and costs of our operations could increase significantly. Moreover, our service providers may require us to be bound by varying contractual requirements relating to privacy, data protection and cybersecurity, including as a result of differing laws, regulations, orders, and industry standards applicable in a given jurisdiction. Adherence to such contractual requirements may impact our collection, use, processing, storage, sharing and disclosure of various types of information, including financial information and other personal information, and may cause us to become bound by, or to voluntarily comply with, self-regulatory or other industry standards relating to these matters that may further change as laws, rules and regulations evolve.

In the United States, at the federal level, we are subject to various laws, rules and regulations with respect to privacy, data protection, cybersecurity and consumer protection, including those promulgated under the authority of the Federal Trade Commission, or the FTC, which regulates unfair or deceptive acts or practices, and the CFPB, which enforces federal consumer financial laws. The GLBA, together with related regulations issued by the CFPB, restricts the collection, storage, use, disclosure and other processing of certain personal information by financial services providers. Lenders and other financial institutions also are required to provide notice to individuals of privacy practices and provide individuals with certain rights to prevent the use and disclosure of certain nonpublic or otherwise legally protected information. CFPB guidance also imposes requirements for the safeguarding and proper destruction of personal information through the issuance of data security expectations. The CFPB is also actively considering new rules relating to the use and storage of data by lenders and other financial service providers, including regarding data portability. Pursuant to its rulemaking authority under the GLBA, the FTC has recently updated its Standards for Safeguarding Customer Information (Safeguards Rule) which sets new, minimum standards for certain financial institutions’ information security programs. These rules impose prescriptive requirements on lenders and other financial institutions relating to such programs, including in relation to accountability and oversight, performing risk assessments, encryption standards and access controls. Further, in July 2023, the SEC adopted rules requiring registrants to disclose material cybersecurity incidents they experience and to disclose on an annual basis material information regarding their cybersecurity risk management, strategy, and governance. The United States Congress also is considering, and may in the future consider or enact, various proposals for privacy, data protection and cybersecurity legislation.

Certain states have also enacted laws relating to privacy, data protection and cybersecurity. For example, the California Consumer Privacy Act, as amended by the California Privacy Rights Act, or collectively the CCPA, provides California residents with certain individual privacy rights and imposes privacy, data protection and cybersecurity obligations on covered companies. The CCPA requires covered companies to provide certain disclosures to California residents about such companies’ data collection, use, sharing and other processing practices and to provide California residents with ways to opt out of certain sales or transfers of their personal information, and provides California residents with certain additional causes of action. The CCPA may impact our policies with respect to the processing of personal information. A number of other states have enacted, or are considering enacting, their own comprehensive data privacy laws, including those applicable specifically to financial institutions. For example, the New York Cybersecurity Regulation regulates the use of PII by financial institutions, including by imposing minimum requirements for managing cybersecurity risk and responding to cyberattacks. In addition, we are subject to privacy, data protection, cybersecurity, and consumer protection laws, regulations, orders, and industry standards in the jurisdictions in which we operate that require enhanced levels of cybersecurity and notification to users and/or regulators when there is a security breach of personal information.

The cumulative effects of these privacy, data protection, cybersecurity, and consumer protection laws, regulations, orders, and industry standards, along with contractual requirements, include an increased ability of individuals to control the use of their personal information; increased obligations on companies and any third parties with which they do business to maintain the privacy and security of personal information; and increased exposure to regulatory action, litigation, fines, damages or reputational harm for companies that do not afford individuals their specified privacy rights, experience data breaches, or do not maintain cybersecurity practices at certain required levels. The national and global data protection landscapes continue to be in flux, resulting in possible significant operational costs for internal compliance and risk to our business. There can be no assurance that any systems we have implemented and maintain designed to promote compliance with these laws, both those adopted or applicable to date and those that may be adopted or applicable in the future, will be effective in mitigating the business impact of individuals’ increased privacy rights or in ensuring compliance with these laws. In the event of regulatory action, litigation, fines, damages or reputational harm due to noncompliance with such privacy, data protection, cybersecurity, and consumer protection laws, regulations, orders, and industry standards or a data breach may adversely affect our business, financial condition, results of operations, and liquidity.

Our use of third-party vendors is subject to regulatory review.

The CFPB and other regulators have issued regulatory guidance focusing on the need for financial institutions to perform due diligence and ongoing monitoring of third-party vendor relationships, which increases the scope of management involvement and decreases the benefit that we receive from using third-party vendors. If our regulators conclude that we have not met the standards for oversight of our third-party vendors, we could be subject to enforcement actions, civil monetary penalties, supervisory orders to cease and desist, or other remedial actions, which could adversely affect our business, financial condition and results of operations.

Changes in law and regulatory developments could result in significant additional compliance costs.

Compliance with current or future laws and regulations to which we are subject could result in higher compliance costs and could restrict our ability to provide certain products and services, which could materially and adversely affect our profitability and could reduce income from certain business initiatives.

Our failure, or the failure of any third-party with whom we work, to comply with laws and regulations to which we are subject could result in potentially significant regulatory investigations and government actions, litigation, fines, or sanctions, consumer actions, and damage to our reputation and brand, all of which could have a material adverse effect on our business, financial condition, results of operations, and liquidity. Complying with laws and regulations may cause us to incur substantial operational costs or require us to change our business practices. We may not be successful in our efforts to achieve compliance either due to internal or external factors, such as resource allocation limitations. 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.

Because the interpretation and application of many laws and regulations are uncertain, it is possible that these laws and regulations may be interpreted and applied in a manner that is inconsistent with our existing data management practices or the features of our products and services. If so, in addition to the possibility of fines, lawsuits, regulatory investigations, and other claims and penalties, we could be required to change our business activities and practices or modify our products or services, any of which could have an adverse effect on our business, financial condition, results of operations and future prospects. Any claims regarding our inability to adequately address legal and regulatory concerns, even if unfounded, or to comply with applicable laws, regulations, contractual requirements, and policies, could result in additional cost and liability to us, damage our reputation, and adversely affect our business. Legal and regulatory concerns, whether valid or not, may inhibit market adoption of our products and services, particularly in certain industries and jurisdictions. If we are not able to quickly adjust to changing laws, regulations, and standards related to consumer lending, our business, financial condition, results of operations, and liquidity may be adversely affected.

Recent and future changes to tax laws or applicable tax rates in the jurisdictions where we operate could materially and adversely affect our company.

The taxation of our business is subject to the enactment of, or changes in, tax laws, regulations and treaties, or the interpretation thereof, tax policy initiatives and reforms under consideration and the practices of tax authorities in various jurisdictions. Existing, new, or future changes in tax laws, regulations and treaties, or the interpretation thereof could have an adverse effect on our tax liabilities, business, financial condition, results of operations, and liquidity. We are unable to predict what tax reform may be proposed or enacted in the future in jurisdictions where we have operations or what effect such changes would have on our business, but such changes could affect our future financial position and overall tax rates in the future or increase the complexity, burden and cost of tax compliance.

Applicable tax rates may be subject to significant change in the jurisdictions in which we operate. If our effective tax rate increases, our operating results and cash flow could be adversely affected. Our effective income tax rate can vary significantly between periods due to a number of complex factors including, but not limited to, projected levels of taxable income in each jurisdiction, tax audits conducted and settled by various tax authorities, and adjustments to income taxes upon finalization of income tax returns.

Tax authorities in certain jurisdictions where we do not file tax returns may assert that we have a nexus in their jurisdictions and seek to impose taxes, which could harm our business, financial condition, results of operations, and liquidity.

We are qualified to operate in, and file income tax returns in, numerous jurisdictions, but there is some risk that tax authorities in jurisdictions where we do not currently file certain types of tax returns could assert that we are liable for taxes in their jurisdictions. For example, some states are becoming increasingly aggressive in asserting a nexus for state income tax purposes. We could be subject to taxation, including penalties and interest attributable to prior periods, if the taxing authority of any jurisdiction successfully asserts that our activities give rise to a nexus in that jurisdiction. Such tax assessments, penalties and interest may adversely impact our business, financial condition, results of operations, and liquidity.

Our international footprint may subject us to potential adverse tax consequences in various jurisdictions.

Our corporate structure and intercompany arrangements, including the manner in which we develop our intellectual property and the transfer pricing of our intercompany transactions, may subject us to the tax laws of various jurisdictions, which are subject to interpretation. Taxing authorities may challenge our methodologies for valuing developed technology or intercompany arrangements, including our transfer pricing, or determine that the manner in which we operate our business does not achieve the intended tax consequences, which could increase our worldwide effective tax rate and harm our business, financial condition, results of operations, and liquidity.

Risks Relating to Our Use of Artificial Intelligence

The artificial intelligence, machine learning, data analytics and other similar tools that we use to collect, aggregate and analyze data may contain errors, biases or other inadequacies that adversely impact our business, including by adversely affecting our ability to accurately assess credit risk.

From time to time, we utilize artificial intelligence, machine learning, data analytics and similar tools that collect, aggregate and analyze data, or collectively data tools, in connection with our business. There are significant risks involved in utilizing data tools, and no assurance can be provided that the usage of data tools will enhance our business or assist our business in being more efficient, better at assessing credit risk, or profitable.

While our data tools undergo validation, testing and analysis prior to deployment, such data tools may have errors, biases or other inadequacies that are not easily detectable. For example, certain data tools may utilize

historical performance, historical market or sector data in their analytics. To the extent that such historical data is not indicative of current or future conditions in the applicable market or sector, or the data tools fail to filter or appropriately adjust biases in the underlying data or collection methods, the usage of data tools may lead us to make determinations on behalf of our business that have an adverse effect. If data tools are incorrectly designed, or the data used to train them is incomplete, inadequate or biased in some way, our use of data tools may inadvertently reduce our efficiency or cause unintentional or unexpected outputs that are incorrect, do not match our business goals, do not comply with our policies or interfere with the performance of our services or platform, our business and our reputation. Additionally, our use of data tools could present ethical concerns, which could have negative implications for our organization.

More specifically, our ability to attract our customers, including applicants, borrowers and dealerships, to our platform and minimize the risk of delinquent loans depends in large part on our ability to effectively evaluate an applicant’s creditworthiness and likelihood of default and, based on that evaluation, offer competitively priced loans.

Our overall operating efficiency and margins further depend in large part on our ability to maintain a high degree of efficiency in our loan application process and achieve incremental improvements in the degree of efficiency through our use of data tools If the data tools we utilize fail to adequately assess the creditworthiness of applicants due to the design of such data tools, including the training data used or programming or other errors as previously described, and we or our data tools do not detect and account for such errors despite our monitoring of such data tools pre- and post-deployment, or any of the other components of our credit decision process fails, we may experience higher than forecasted loan losses. Any of the foregoing could result in sub-optimally priced loans, incorrect approvals or denials of loans, or higher than expected loan losses, which in turn could adversely affect our ability to attract new borrowers and dealerships, increase the number of loans or maintain or increase the average size of loans originated on our platform.

Continuing to improve the accuracy of the data tools we utilize is central to our business strategy, and following deployment of data tools, we continuously monitor the performance of the data tools and our portfolio, including by our management credit committee which includes all named executive officers, to identify possible areas for future improvement. However, such improvements could be costly to implement and could also negatively impact transaction volume, such as by lowering approval rates. While we believe that continuing to improve the accuracy of the data tools we utilize is key to our long-term success and our focus on accurately and effectively evaluating an applicant’s creditworthiness, those improvements could, from time to time, lead us to reevaluate the risks associated with certain borrowers, which could in turn result in lower approval rates or higher interest rates for any borrowers identified as a higher risk, either of which could negatively impact our growth and results of operations in the short term.

The use of data tools may enhance or create legal, operational, regulatory and technological and related contractual risks, as the technologies underlying data tools and their use cases are subject to a variety of laws, regulations, orders, and industry standards, including intellectual property, privacy, data protection and cybersecurity, consumer protection, competition, equal protection, and equal opportunity laws. Regulation of data tools is complex and rapidly evolving worldwide as legislators, regulators (including the CFPB, the Securities and Exchange Commission and the FTC) and consumer advocacy groups have focused on these powerful emerging technologies, in particular data tools incorporating artificial intelligence and machine learning technology. The CFPB has previously identified artificial intelligence as a key regulatory priority for the agency, including the use of complex credit scoring models as part of the loan underwriting process, and it has previously issued various guidance documents regarding the use of data tools. For instance, the CFPB has previously issued

guidance regarding the “explainability” of algorithms using artificial intelligence and related consumer notification requirements, which may affect the use of data tools.

The regulatory environment relating to the use of AI in consumer finance is relatively new and evolving. The laws and regulations applicable to our business and AI are complex and subject to varying interpretations, with limited regulatory guidance at this time. The application of such laws and regulations to consumer finance and AI models may change or develop over time.

We face the risk that one or more of the variables included in our data tools may be deemed a proxy for a protected characteristic such as race, ethnicity, sex, or age in violation of the ECOA or other anti-discrimination laws, and therefore would need to be revised or eliminated, or the use of such data tools as part of our credit assessment process altered, to ensure compliance with the ECOA or other anti-discrimination laws, which could result in lower approval rates or higher credit losses. Additionally, various federal regulatory agencies and departments, including the U.S. Department of Justice and the CFPB, have taken the position that the ECOA applies not only to intentional discrimination, but also to neutral practices that have a disparate impact on a group that shares a characteristic that a creditor may not consider in making credit decisions (i.e., creditor or servicing practices that have a disproportionate negative effect on a protected class of individuals). Our use of data tools could inadvertently result in a “disparate impact” on protected groups. Efforts by government agencies and consumer advocacy groups, may result in new or enhanced governmental or regulatory scrutiny, litigation, obligations, ethical concerns (including a negative public opinion toward the use of data tools) or other complications that could adversely affect our business, financial condition, results of operations, and liquidity, and subject us to legal or other regulatory liability.

It is not possible to predict all of the legal, operational, regulatory or technological risks related to the use of data tools, including because of the evolving regulatory and technological landscape. We have a management compliance committee, which meets monthly, that tracks laws and regulations to help ensure that we can continue to serve our consumers and dealerships in compliance with applicable laws. Further, we have engaged regulatory counsel that is familiar with our business that informs us on changes in laws and regulations that are relevant to our business, including in connection with the use of data tools. We annually engage third-party audit firms which audit the compliance of our business, including our use of data tools, for compliance with our internal policies and procedures and new and existing laws and regulations. These audits may fail or be inaccurate, and may result in claims, disputes, litigation or costs associated with compliance or any compliance failure. Further, any changes in laws, regulations, orders, and industry standards governing the use of data tools may be costly or impossible to comply with, and may also result in claims, disputes, litigation or costs associated with compliance or any compliance failure. In addition, we may be required to redesign our platform or services, or to update, enhance, cease or otherwise modify our use of data tools, in order to comply with such laws, regulations, orders, and industry standards which may require us to incur additional costs. Any of the foregoing could adversely affect our ability to utilize data tools as part of our business, or else increase the complexity and costs of using such data tools, which in turn may adversely affect our operational capacity and ability to attract and maintain consumers.

AIRA^® scores may not accurately predict the likelihood of delinquencies, defaults and losses on the loans we grant.

We rely on AIRA^®, a proprietary model utilizing custom developed artificial intelligence and machine learning algorithms, to evaluate credit risk and to improve the accuracy of our risk predictions and to allow us to adjust in real-time as both macroeconomic and business conditions evolve. See the section titled “Business—Lendbuzz Solution—Proprietary AI Algorithms and Machine Learning Models Driving Credit Outperformance.” A consumer’s AIRA^® score is based on a number of data points, including bank account information, credit bureau information, education information, employment information, and vehicle information and is used by us to determine the credit risk of a consumer and an application. As many of our consumers have a thin or no credit file, our underwriting model does not rely on traditional credit scores in making credit decisions. It is uncertain whether the AIRA^® score will result in a better or worse performing pool of loans. A consumer’s

AIRA^® score may fail to accurately predict the actual performance of a loan, which may result in unanticipated losses on the loans, increase our delinquencies and net charge-offs, and adversely affect our business, financial condition, results of operations, and liquidity. In addition, consumers’ AIRA^® scores rely, in part, on data provided by our consumers. If such data proves to be incomplete, false or inaccurate, we could misjudge an applicant’s qualification to receive a loan or the performance of a loan may be below expectations and adversely affect our business, financial condition, results of operations, and liquidity.

Additionally, we regularly make updates to AIRA^® to incorporate updated performance information and adjustments for evolving macroeconomic and business conditions. If we do not make these updates and adjustments in a timely manner or if they are not effective at improving the accuracy of our risk predictions, we may experience unanticipated losses on the loans and increases in our delinquencies, and net charge-offs, which would adversely affect our business, financial condition, results of operations, and liquidity.

Risks Relating to Intellectual Property and Technology

If we are unable to obtain, maintain, protect and enforce our intellectual property, or if third parties are successful in claiming that we are infringing, misappropriating or violating the intellectual property of others, we may incur significant expenses, or be unable to successfully compete, and our business, financial condition, results of operations, and liquidity may be adversely affected.

Our ability to compete effectively is dependent in part upon our ability to seek, obtain, maintain, protect and enforce our intellectual property and other proprietary rights, including with respect to our proprietary technology and content, software, processes, databases, confidential information, and know-how. We rely on a combination of patents, trademarks, service marks, copyrights, trade secrets, domain names and agreements with employees and third parties to protect our intellectual property and other proprietary rights relating to our technology and brand. It is our policy to enter into agreements containing obligations of confidentiality with each party that has or may have had access to proprietary information, know-how or trade secrets owned or held by us, including confidentiality and invention assignment agreements with our employees and consultants. Nonetheless, the steps we take to obtain, maintain, protect and enforce our intellectual property and other proprietary rights may be inadequate. For example, our competitors and other third parties may design around our intellectual property, or independently develop similar or superior intellectual property or otherwise duplicate or mimic our platform or services in a manner that does not violate our intellectual property rights, such that we would not be able to successfully assert our intellectual property or other proprietary rights against such third parties. We cannot assure that any future patent, copyright, trademark or service mark registrations will be issued for our pending or future applications, or that any of our current or future intellectual property rights (whether registered or unregistered) will be valid, enforceable, sufficiently broad in scope, provide adequate protection of our intellectual property or other proprietary rights or provide us with any competitive advantage.

Our brand and associated trademarks and goodwill have significant value and are important factors in the marketing of our business. We rely on both registrations and common law protections for our current and any future trademarks and service marks. However, we may be unable to prevent competitors or other third parties from acquiring or using trademarks, service marks or other intellectual property or other proprietary rights that are similar to, infringe upon, misappropriate, dilute or otherwise violate or diminish the value of our trademark and our other intellectual property and proprietary rights. The value of our intellectual property and other proprietary rights could diminish if others assert rights in or ownership of our intellectual property or other proprietary rights, or in trademarks or service marks that are similar to our trademarks.

In addition, we cannot guarantee that we have entered into agreements containing obligations of confidentiality with each party that has or may have had access to proprietary information, know-how or trade secrets owned or held by us, or entered into invention assignment or other agreements with each party that may have developed intellectual property rights for us or on our behalf. Moreover, our contractual arrangements may be breached or may otherwise not effectively prevent disclosure of, or control access to, our confidential or

otherwise proprietary information or provide an adequate remedy in the event of an unauthorized disclosure. The measures we have put in place may not prevent infringement, misappropriation, or other violation of our intellectual property or other proprietary rights or information, and we may be required to litigate to protect our intellectual property or other proprietary rights or information from infringement, misappropriation, or other violation by others, which is expensive, could cause a diversion of resources and may not be successful, even when our rights have been infringed, misappropriated or otherwise violated. Our efforts to enforce our intellectual property and other proprietary rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property and other proprietary rights, and if such defenses, counterclaims or countersuits are successful, it could diminish, or we could otherwise lose, valuable intellectual property and other proprietary rights.

Our intellectual property and other proprietary rights may not be sufficient to provide us with a competitive advantage if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property and other proprietary rights. Monitoring unauthorized use of our intellectual property and other proprietary rights is difficult and costly. Third parties may be able to commercialize and use technologies that are substantially the same as ours to compete with us without incurring the development and licensing costs that we have incurred which could result in competitive harm, including costly redesign efforts, or discontinuance of some of our offerings.

Furthermore, third parties may challenge, invalidate or circumvent our intellectual property and other proprietary rights, or otherwise assert rights therein or ownership thereof, including through administrative processes or litigation, and we may be unable to successfully resolve any such conflicts in our favor or to our satisfaction. Moreover, the legal standards relating to the validity, enforceability and scope of protection of intellectual property and other proprietary rights are evolving, and any changes in, or unexpected interpretations of, such standards may compromise our ability to enforce such rights.

We may, over time, increase our investment in protecting our intellectual property and other proprietary rights through additional trademark, patent and other intellectual property filings, which could be expensive and time-consuming. We may not be able to obtain protection for our intellectual property and other proprietary rights and even if we are successful in obtaining effective patent, trademark, trade secret and copyright protection, it is expensive to maintain these rights in terms of application and maintenance costs, and the time and costs required to defend our rights could be substantial. Our failure to develop and properly manage new intellectual property rights could hurt our business, financial condition, results of operations, and liquidity.

We may be subject to claims brought by third parties for alleged infringement, misappropriation or other violation of their intellectual property or other proprietary rights, which could cause us to incur significant costs and have a material and adverse effect on our business, financial condition, results of operations, and liquidity.

Our success depends, in part, on our ability to develop and commercialize our platform and services without infringing, misappropriating, or otherwise violating the intellectual property or other proprietary rights of third parties. From time to time, we may receive claims or otherwise become involved in disputes concerning intellectual property or other proprietary rights of third parties, which disputes may relate to our own intellectual property or other proprietary rights, or to intellectual property or other proprietary rights that we acquire or license from third parties, and we may not prevail in these disputes. Relatedly, competitors or other third parties may raise claims alleging that service providers or other third parties retained or indemnified by us, infringe on, misappropriate or otherwise violate such competitors’ or other third parties’ intellectual property or other proprietary rights. These claims of infringement, misappropriation or other violation may be extremely broad, and it may not be possible for us to conduct our operations in such a way as to avoid all such alleged violations of such intellectual property or other proprietary rights. We also may be unaware of third-party intellectual property or other proprietary rights that cover or otherwise relate to some or all of our platform or services.

Given the complex, rapidly changing and competitive technological and business environment in which we operate, including in the auto financing and fintech sectors, and the potential risks and uncertainties of

intellectual property-related litigation, a claim of infringement, misappropriation or other violation against us may require us to spend significant amounts of time and other resources to defend against the claim (regardless of the merit of such claim and even if we ultimately prevail), pay significant money damages, lose significant revenues, be prohibited from using the relevant intellectual property or other proprietary rights (temporarily or permanently), cease offering access to our platform or certain services, obtain a license (which may not be available on commercially reasonable terms or at all, may be non-exclusive, or may require substantial licensing or royalty payments), or redesign our services, platform or functionality therein, any of which could be costly, time-consuming or impossible. Any such claim may also damage our reputation and brand or otherwise substantially harm our business, financial condition, results of operations, and liquidity.

Some of the aforementioned risks of infringement, misappropriation or other violation are potentially increased due to the technology-intensive nature of our business. For instance, it has become common in recent years for certain third parties to purchase patents or other intellectual property assets for the sole purpose of making claims of infringement, misappropriation or other violation in an attempt to extract settlements from companies such as ours. In addition to the previously mentioned impacts of intellectual property-related litigation, while in some cases a third-party may have agreed to indemnify us for costs associated with intellectual property-related litigation, such indemnifying third-party may refuse or be unable to uphold its contractual obligations. In other cases, our insurance may not cover potential claims of this type adequately or at all, and we may be required to pay monetary damages, which may be significant.

Proprietary software development is time-consuming, expensive and complex, and may involve unforeseen difficulties. We may encounter technical obstacles, and it is possible that we may discover problems that prevent our software from operating properly. For example, errors or other design defects within the software on which we rely may result in failure to accurately predict a loan applicant’s creditworthiness, failure to comply with applicable laws and regulations, approval of sub-optimally priced loans, incorrectly displayed interest rates or other data to applicants, incorrectly charged interest to borrowers or fees to dealerships, failure to present or properly display regulatory disclosures to applicants for an extended period of time, failure to detect fraudulent activity on our platform (including a failure of our internal tools to verify consumer identities),a negative experience for consumers or dealerships, delayed introductions of new features or enhancements or failure to protect data or our intellectual property. If our proprietary software does not function reliably or fails to achieve borrower or dealership expectations in terms of performance, we may lose or fail to grow borrower or dealership usage and consumers could assert liability claims against us. This could damage our reputation and impair our ability to attract or maintain relationships with our consumers and third parties.

Our operating systems or infrastructure, as well as those of our service providers or others on whom we rely, could fail or be interrupted, which could disrupt our business and adversely affect our business, financial condition, results of operations, and liquidity.

We rely heavily upon communications, data management and other systems and infrastructure, such as cloud-based services, to conduct our business and operations, including to store, retrieve, process and manage substantial amounts of information, which creates meaningful operational, financial and business risks for us. In particular, we rely on the software and services provided by Amazon Web Services, or AWS, Plaid, and Salesforce in the operation of our business, pursuant to ordinary course agreements. While we have redundancies in place for third-party service providers such as these and others on whom we rely, any failure of or interruption in these systems or infrastructure, or those of our service providers or others on whom we rely, including as a result of inadequate or failed technology or processes, unplanned or unsuccessful updates to technology, sudden increases in transaction volume, human errors, fraud or other misconduct, energy or similar infrastructure outages, disruptions in communications networks or systems, natural disasters, catastrophic events, pandemics,

acts of terrorism, political or social unrest, external or internal security breaches, acts of vandalism, cyberattacks (including computer viruses and malware), misplaced or lost data or breakdowns in business continuity plans, could cause failures or delays in receiving or processing applications for loans, accessing online accounts, processing transactions, communicating with our consumers, conducting collection activities or otherwise conducting our business and operations. These adverse effects could be enhanced by the use of data tools and further exacerbated if systems or infrastructure need to be taken offline or meaningfully repaired, if backup systems or infrastructure are not adequately redundant and effective for the conduct of our business and operations, or if technological or other solutions do not exist or are slow to be developed.

As a company with a meaningful dependence on a select number of service providers, we are susceptible to increased business, reputational, financial, regulatory and other harm. Our platform is cloud-based, and as such, we rely on certain service providers. In some cases, our service providers are one of a limited number of sources from which the relevant services can be obtained. For example, we rely on service providers to host our underwriting and collection platform, our data warehouse and our CRM platform. In addition, we pull data into our system from credit bureaus and financial data, and automobile asset information from other service providers. While we have redundancies in place for third-party service providers and others on whom we rely, any significant disruption of, limitation of our access to, or other interference with our use of, such third-party services would negatively impact our operations and could seriously harm our business. In addition, any transition of services currently provided to us by service providers to different service providers would require significant time and expense and could disrupt or degrade access to our platform. Our business relies on the availability of our platform for our users and consumers, and we may lose users or consumers if they are not able to access our platform or encounter difficulties in doing so. In the event these service providers fail to provide their services adequately, including as a result of financial difficulty or insolvency, errors in their systems, outages or events beyond their control, or refuse to provide these services on terms acceptable to us or at all, and we are not able to find suitable alternatives, our business, financial condition and results of operations may be adversely affected. Further, to the extent that the systems or infrastructure of service providers or others are involved, we may have little or no knowledge, control or influence over how and when failures or delays are addressed. Additionally, if we fail to comply with our obligations under our agreements with our service providers, if we are unable to renew such agreements on reasonable terms (or at all), or if our service providers terminate such agreements, our operations could be disrupted which could have a materially adverse impact on our business, financial condition, results of operations, and liquidity.

In addition, in the event of failure or interruption, our insurance policies may not adequately compensate us for any losses that we may incur. Similarly, while in some cases a service provider may have agreed to indemnify us for certain costs, such indemnifying service provider may refuse or be unable to uphold its contractual obligations. Our disaster recovery plan has not been tested under all possible disaster conditions, and we may not have sufficient capacity to recover all data and services in the event of an outage. Moreover, even when a failure of or interruption in systems or infrastructure is timely resolved, we may need to expend substantial resources in doing so, may be required to take actions that could adversely affect customer satisfaction or behavior and may be exposed to reputational damage. We also could be exposed to contractual claims, supervisory or enforcement actions or litigation by private plaintiffs.

We face a wide array of cybersecurity risks that could result in business, reputational, financial, regulatory and other harm to us.

Our systems and infrastructure, as well as those of our service providers or others on whom we rely, are subject to cybersecurity risks that are rapidly evolving and increasing in scope, complexity and frequency. This is due, in part, to the introduction of new technologies, the continued expansion of the use of internet and telecommunications technologies (including mobile devices) to conduct financial and other business transactions, and the increased sophistication and activities of hostile state-sponsored actors, organized crime, perpetrators of fraud, hackers, terrorists and others. We, along with other financial companies, our service providers and others on whom we rely, are expected to continue to be the target of cyberattacks, which could include computer

viruses, malware, malicious or destructive code, social engineering (including phishing or spear phishing attacks), denial-of-service or denial-of-information attacks, ransomware, identity theft, access violations by employees or vendors, attacks on the personal email of employees and ransom demands accompanied by threats to expose security vulnerabilities. Risks relating to cyberattacks on our service providers and other third parties, including supply-chain attacks affecting our software and information-technology providers, have been rising as such attacks become increasingly frequent and severe. The development of new technologies, including data tools, as well as the utilization of decentralized technology infrastructures (such as our utilization of cloud computing) and software-defined networks, could expose us to additional cybersecurity risks. We, our service providers and others on whom we rely are also exposed to more traditional security threats to physical facilities and personnel.

These security risks could result in business, reputational, financial, regulatory and other harm to us. For example, if sensitive, confidential or proprietary data or other information about us or our borrowers, dealerships, employees or third parties were improperly disclosed, accessed or destroyed because of a security breach, we could experience severe business or operational disruptions, reputational damage, contractual claims, supervisory or enforcement actions or litigation by private plaintiffs, including for identity theft or other damages resulting from data breach involving PII, including sensitive credit information, or misuse of their PII and possible financial liability. As a lending company, we may face heightened pressure to resolve security breaches more expeditiously to prevent or mitigate a loss of customer confidence, and, should we fail to do so, our viability as a going concern could be threatened. As threats inevitably evolve, we expect to continue experiencing increased scrutiny of our security frameworks and protocols by supervisory authorities and others and to continue expending significant resources to enhance our defenses, educate our employees, monitor and support the defenses established by us, our service providers and others on whom we rely, and investigate and remediate incidents and vulnerabilities as they arise or are identified. Even so, we may not be able to anticipate or implement effective preventive measures against all security breaches, especially because techniques change frequently, attacks can be launched with no warning from a wide variety of sources around the globe, and attackers often need few resources to extensively probe and exploit vulnerabilities over lengthy periods of time. A sophisticated breach, moreover, may not be identified until well after the attack has occurred and the damage has been caused.

We also could be adversely affected by security risks faced by others and service providers have in the past, and may in the future, experience cyberattacks. For example, a cyberattack or other security breach affecting a service provider or another entity on whom we rely could negatively impact us and our ability to conduct business and operations just as much as a breach affecting us directly. Further, in such a circumstance, we may not receive timely notice of, or sufficient information about, the breach or be able to exert any meaningful control or influence over how and when the breach is addressed. In addition, a security threat affecting the business community, the markets or parts of them may cycle or cascade through the financial system and harm us. The mere perception of a security breach involving us or any part of the financial services industry, whether or not true, could also damage our business, financial condition, results of operations, liquidity, and reputation.

We are heavily reliant on technology, including data tools, and a failure in effectively implementing technology initiatives, anticipating future technology needs or demands, or maintaining technology or rights or interests in associated intellectual property could adversely affect our business, financial condition, results of operations, and liquidity.

We significantly depend on technology, including data tools, to deliver our lending services, operate our platform and to otherwise conduct our business and operations. To remain technologically competitive and operationally efficient for new and existing services and platforms, we invest in system upgrades and enhancements, new solutions, research and development, cloud-based services and other technology initiatives. Many of these initiatives take a significant amount of time to develop and implement, are tied to critical systems, and require substantial financial, human and other resources. Although we take steps to mitigate the risks and uncertainties associated with these initiatives, they are not always implemented on time, within budget or without

negative financial, operational or customer impact and do not always perform as we or our consumers expect, and no assurance can be provided that initiatives in the future will be or will do so. We also may not succeed in anticipating or keeping pace with future technology needs, the technology demands of consumers or the competitive landscape for technology, or in the marketing surrounding such technology to our existing or new consumers. For example, we face significant competition from other companies that are developing their own lending services and technologies utilizing data tools or similar technologies. Those other companies may develop services and technologies utilizing data tools that are similar or superior to our services and technologies or are more cost-effective to develop and deploy. If we were to misstep in any of these areas, our business, financial results or reputation could be negatively impacted. Our use of systems and other technologies also depends on rights or interests in the underlying intellectual property, which we or our service providers may own or license.

Our software platform contains, and may in the future contain, open source software, which may pose particular risks to our proprietary software and services in a manner that could have a material and adverse effect on our business, financial condition, results of operations, and liquidity.

We use open source software in connection with our software platform and anticipate using open source software in the future. The terms of certain open source licenses to which we are subject have not been interpreted by U.S. or foreign courts, and there is a risk that open source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our platform, including requiring us to disclose our proprietary source code to the public. While we monitor our use of open source software and try to ensure that none is used in a manner that would require us to disclose our proprietary source code or that would otherwise breach the terms of an open source agreement, such a use could inadvertently occur, or could be claimed to have occurred, in part because open source license terms can be ambiguous. Additionally, we could face claims from third parties claiming ownership of, or demanding release of, any open source software or derivative works that we have developed using such software, which could include proprietary source code, or otherwise seeking to enforce the terms of the applicable open source license. These claims could result in litigation and could require us to make our software source code freely available, purchase a costly license or cease offering our platform unless and until we can re-engineer such source code in a manner that avoids infringement. This re-engineering process could require us to expend significant additional research and development resources, and we may not be able to complete the re-engineering process successfully. In addition to risks related to license requirements, use of certain open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide support, warranties, indemnification or other contractual protection regarding infringement claims or the quality of the code. There is little legal precedent in this area and any actual or claimed requirement to disclose our proprietary source code or pay damages for breach of contract could harm our business and could help third parties, including our competitors, develop technology that is similar to or better than ours. Any of the foregoing could have a material adverse effect on our business, results of operation, financial condition, and liquidity.

Risk Relating to Financing and Indebtedness

Our inability to obtain additional capital could have an adverse effect on our business and ability to perform.

Our operations require significant amounts of capital. To fund our operations, we have borrowed, and will continue to borrow funds and enter into debt financing and complete securitizations or other structured finance transactions. At some point in the future, we may require additional capital to fund operations and the retirement of debt obligations as they mature, as well as to pursue our business objectives and growth strategy and to respond to business opportunities, challenges or unforeseen circumstances, including supporting our lending operations, increasing our marketing expenditures to attract new consumers and dealerships, enhancing our operating infrastructure and potentially acquiring complementary businesses and technologies, and complying with any increased regulatory requirements. Our ability to access capital and credit may be significantly affected by disruption in the U.S. credit markets and any potential credit rating downgrades on our debt. In addition, the

risk of volatility and uncertainty surrounding the macroeconomic environment has created and could continue to create significant volatility in, and uncertainty around access to the capital markets. Our ability to obtain additional capital is also dependent upon our future operating performance and the overall performance of our loan portfolio and servicing operations as well as other factors, many of which are outside of our control, including general economic conditions, competitive factors, general conditions in the credit markets, the size and liquidity of the secondary market for securitizations and other factors. Moreover, even if we are able to obtain additional capital, any of these factors may result in us obtaining financing on less favorable terms than our existing financings and increase our cost of funding. If we are unable to complete additional securitization transactions or unsecured debt offerings on a timely basis or upon terms acceptable to us or otherwise access other sources of liquidity, our ability to fund our operational requirements and satisfy our financial obligations, among other things, may be adversely affected.

We rely on borrowings under warehouse credit facilities, term loan facilities and, asset-backed securitizations and sales of loans to investors to fund certain aspects of our operation.

To support our business model and the growth of our business, we must maintain a variety of funding arrangements, including warehouse credit facilities and term loan facilities through our bankruptcy remote SPVs and asset-backed securitization transactions. As of December 31, 2025, we had outstanding borrowings of $779.3 million under the various warehouse credit facilities, $56.5 million outstanding under the term credit facility and $805.8 million outstanding of asset-backed term debt. These facilities are generally non-recourse to Lendbuzz, Inc., but in some instances, we provide limited guarantees of our loan servicer subsidiary’s obligations pursuant to these agreements and in some cases guarantee a small portion of the borrowings thereunder. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

We cannot be sure that these funding sources will continue to be available on reasonable terms or at all. Events of default or breaches of financial, performance or other covenants, or worse than expected performance of certain pools of loans underpinning our asset-backed securitizations or other debt facilities, could result in the reduction or termination of our access to such funding, could increase our cost of such funding or, in some cases, could give our lenders the right to require repayment of the loans prior to their scheduled maturity. Certain of these covenants are tied to our consumer default rates, which may be significantly affected by factors, such as economic downturns or general economic conditions, that are beyond our control and beyond the control of individual consumers. In addition, we use deconsolidated asset backed securitizations and sales of whole loans to third-party investors in part to balance our on-balance sheet credit risk through the mix of loans that we include in these transactions and the level of credit risk those loans bear. Our on-balance sheet credit risk could deteriorate if we are unable to include loans with a similar or higher overall credit risk in those transactions as those we are able to include today due to market conditions, worse than expected performance of our existing securitizations and debt financing arrangements and general economic conditions, many of which are outside of our control. In addition, our term credit facility contains (a) certain covenants and restrictions that limit our and our subsidiaries’ ability to, among other things: incur additional debt; create liens on certain assets; pay dividends on or make distributions in respect of our capital stock or make other restricted payments; and consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets; and enter into certain transactions with their affiliates, and (b) certain financial maintenance covenants that require us to not exceed a specified leverage ratio and to maintain a minimum level of unrestricted cash while any borrowings under the revolving credit facility are outstanding.

We also cannot be sure that these funding sources will be sufficient. We may require additional capital to fund operations, as well as to pursue our business objectives and growth strategy and to respond to business opportunities, challenges or unforeseen circumstances, including supporting our operations, increasing our marketing expenditures to attract new dealerships and consumers, enhancing our operating infrastructure and potentially acquiring complementary businesses and technologies, and complying with any increased regulatory requirements.

Further, our indebtedness could have important consequences, including the following:

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it may require us to dedicate a larger portion of our cash flows from operations to pay our indebtedness, which reduces the funds available for other purposes, including loan receivable originations and capital returns;

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it may limit our ability to withstand competitive pressures and reduce our flexibility in responding to changing regulatory, business, and economic conditions;

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it may limit our ability to incur additional borrowings or securitizations;

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it may require us to seek to change the maturity, interest rate and other terms of our existing debt;

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it may place us at a competitive disadvantage to competitors that are not as highly leveraged;

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it may cause a downgrade of our asset-backed securities ratings; and

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it may cause us to be more vulnerable to periods of negative or slow growth in the general economy or in our business.

We cannot give assurance that we will be able to complete additional securitizations if the securitization markets become constrained. In addition, the value of any subordinated securities or risk retention securities that we may retain in our securitizations might be reduced or, in some cases, eliminated because of adverse changes in economic conditions or the financial markets.

Lendbuzz Funding LLC currently acts as the servicer with respect to the warehouse lines of credit, securitization trusts and forward flows that we use to fund our operations. If Lendbuzz Funding LLC defaults on its servicing obligations, an early amortization event could occur with respect to the relevant asset-backed securities and Lendbuzz Funding LLC could be replaced as servicer. Servicer defaults include, for example, the failure of the servicer to make any payment, transfer or deposit in accordance with the securitization documents, a breach of representations, warranties or agreements made by the servicer under the securitization documents and the occurrence of certain insolvency events with respect to the servicer. Such an early amortization event could damage our reputation and have materially adverse consequences on our liquidity and funding costs. Moreover, we can provide no assurance that we would have adequate cash or other qualifying assets available to satisfy such accelerations. If we were required to satisfy such accelerations of our asset-backed securities and if we do not have adequate liquidity to fund such accelerations, it would have a material adverse effect on our business, results of operations, financial condition, and liquidity. Even if we have adequate liquidity to fund such accelerations, we may not have adequate liquidity or capital remaining to continue to service our existing loans, make new loans, or otherwise operate our business, which would have a material adverse effect on our business, results of operations, financial condition, and liquidity.

Rating agencies may also affect our ability to execute a securitization transaction or increase the costs we expect to incur from executing securitization transactions. KBRA and Moody’s currently rate our outstanding asset-backed securities. However, rating agencies can change these ratings at any time or could alter their ratings processes or criteria after we have accumulated loan receivables for securitization in a manner that effectively reduces the value of those loan receivables, either of which could limit our ability to access the capital markets, increase our financing costs or otherwise require that we incur additional costs.

Further, other matters, such as (1) accounting standards applicable to securitization transactions and (2) capital and leverage requirements applicable to banks and other regulated financial institutions’ asset-backed securities, could result in decreased investor demand for securities issued through our securitization transactions, or increased competition from other institutions that undertake- securitization transactions. In addition,

compliance with certain regulatory requirements, including but not limited to the Dodd-Frank Act and the Investment Company Act, may affect the type of securitizations that are completed and investors that we are able to market to.

Additionally, although each of our bankruptcy remote SPVs has been structured in a manner intended to ensure that it is neither subject to tax as a corporation for U.S. federal income tax purposes nor subject to certain U.S. federal tax withholding obligations, and each has received advice from tax counsel to that effect, there can be no complete assurance that none of them will be subject to U.S. corporate income tax or those withholding obligations. If any of our SPVs were determined to be subject to U.S. corporate income tax, or to be subject to these withholding obligations, our consolidated results of operations, and our ability to complete additional securitizations, would be negatively affected.

If it is not possible or economical for us to securitize our loan receivables in the future, we would need to seek alternative financing to support our operations and to meet our existing debt obligations, which may be less efficient and more expensive than raising capital via securitizations and may have a material adverse effect on our business, financial condition, results of operations, and liquidity.

We may be required to indemnify or repurchase loan receivables from purchasers of loan receivables that we have sold or securitized, or which we will sell or securitize in the future, if our loan receivables fail to meet certain criteria or characteristics or under other circumstances, which would adversely affect our business, financial conditions, results of operations, and liquidity.

We have securitized a large part of our auto loan portfolio. In addition, we have sold loan receivables from time to time. The documents governing our loan receivable sales and securitizations contain provisions that require us to indemnify the purchasers of securitized loan receivables, or to repurchase the affected loan receivables, under certain circumstances. During the year ended December 31, 2025, we repurchased three loan receivables from our warehouse and securitization vehicles for the aggregate amount of approximately $49,000. While our sale and securitization documents vary, they generally contain customary provisions that may require us to repurchase loan receivables if:

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our representations and warranties concerning loan receivable quality and circumstances are inaccurate;

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there is borrower fraud;

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we fail to comply, at the individual loan receivable level or otherwise, with regulatory requirements; and

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we fail to properly underwrite or service a loan in accordance with our policies.

As a result of the current market environment, we believe that many purchasers of auto loans (including through securitizations) are particularly aware of the conditions under which originators must indemnify purchasers or repurchase loan receivables, and would benefit from enforcing any repurchase remedies that they may have. At its extreme, our exposure to repurchases or our indemnification obligations under our representations and warranties could include the current unpaid balance of all loan receivables that we have sold or securitized and which are not subject to settlement agreements with purchasers. Such repurchases could have a negative effect on our liquidity and lead to us taking on more credit risk, and our business, financial condition, results of operations, and liquidity could be adversely affected.

Our use of derivatives exposes us to credit and market risks.

From time to time, we may enter into derivative financial instruments for economic hedging purposes, such as managing our exposure to interest rate risk. By using derivative instruments, we are exposed to credit and market risks, including the risk of loss associated with variations in the spread between the asset yield and the funding and/or hedge cost, default risk, and the risk of insolvency or other inability of the counterparty to a particular derivative financial instrument to perform its obligations.

Risks Relating to Our Common Stock and this Offering

The requirements of being a public company may strain our resources and distract our management, which could adversely affect our business, financial condition, results of operations, and liquidity.

Following the completion of this offering, we will be required to comply with various regulatory and reporting requirements, including those required by the Securities and Exchange Commission, or SEC. Complying with these reporting and other regulatory requirements will be time-consuming and will result in increased costs to us and could have a negative effect on our business, financial condition, results of operations, and liquidity.

As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and requirements of the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act. These requirements may place a strain on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business, financial condition and results of operations. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. To maintain and improve the effectiveness of our disclosure controls and procedures, we will need to commit significant resources, hire additional staff and provide additional management oversight. We will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. Sustaining our growth also will require us to commit additional management, operational and financial resources to identify new professionals to join our firm and to maintain appropriate operational and financial systems to adequately support expansion. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our business, result of operations, financial condition, and liquidity.

There may not be an active, liquid trading market for our common stock.

Prior to this offering, there has been no public market for shares of our common stock. We cannot predict the extent to which investor interest in our company will lead to the development of a trading market on the Nasdaq Global Select Market or how liquid that market may become. If an active trading market does not develop, you may have difficulty selling any of our common stock that you purchase. The initial public offering price of shares of our common stock is, or will be, determined by negotiation between us, the selling stockholders and the underwriters and may not be indicative of prices that will prevail following the completion of this offering. The market price of shares of our common stock may decline below the initial public offering price, and you may not be able to resell your shares of our common stock at or above the initial public offering price.

We expect that our stock price will fluctuate significantly, and you may not be able to resell your shares at or above the initial public offering price.

The trading price of our common stock is likely to be volatile and subject to wide price fluctuations in response to various factors, including:

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market conditions in the broader stock market in general, or in our industry in particular;

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actual or anticipated fluctuations in our quarterly financial and operating results;

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introduction of new products and services by us or our competitors;

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sales of large blocks of our stock;

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additions or departures of key personnel;

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network outages, operating system or infrastructure failures or incidents relating to privacy, data protection or cybersecurity;

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regulatory developments;

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litigation and governmental investigations; and

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general economic and political conditions or events.

These and other factors may cause the market price and demand for our common stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares of common stock and may otherwise negatively affect the liquidity of our common stock. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have instituted securities class action litigation against the company that issued the stock. If any of our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business.

The trading market for our common stock will also be influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Moreover, if one or more of the analysts who cover us downgrade our stock, or if our results of operations do not meet their expectations, our stock price could decline.

If a substantial number of shares become available for sale and are sold in a short period of time, the market price of our common stock could decline.

If our existing stockholders sell substantial amounts of our common stock in the public market following this offering, the market price of our common stock could decrease significantly. The perception in the public market that our existing stockholders might sell shares of common stock could also depress our market price. Upon completion of this offering, we will have outstanding shares of common stock and, shares of common stock reserved for future issuance under our equity compensation plans. Our directors, executive officers and holders of substantially all of our common stock, including the selling stockholders, will be subject to market stand-off agreements with us or the lock-up agreements described in the section titled “Underwriting” and the Rule 144 holding period requirements described in the section titled “Shares Eligible for Future Sale.” After all of these lock-up periods have expired and the holding periods have elapsed, additional shares will be eligible for sale in the public market. The market price of shares of our common stock may drop significantly when the restrictions on resale by our existing stockholders lapse. A decline in the price of shares of our common stock might impede our ability to raise capital through the issuance of additional shares of our common stock or other equity securities.

Insiders will continue to have substantial control over us after this offering and could limit your ability to influence the outcome of key transactions, including a change of control.

Our principal stockholders, directors and executive officers and entities affiliated with them will own approximately % of the outstanding shares of our common stock after this offering. As a result, these stockholders, if acting together, would be able to influence or control matters requiring approval by our stockholders, including the election of directors and the approval of mergers or other extraordinary transactions. They may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. The concentration of ownership may have the effect of delaying, preventing or deterring a change of control of our company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and might ultimately affect the market price of our common stock.

Some provisions of Delaware law and our amended and restated certificate of incorporation and amended and restated bylaws may deter third parties from acquiring us.

On completion of this offering, our amended and restated certificate of incorporation and amended and restated bylaws will provide for, among other things:

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a staggered board and restrictions on the ability of our stockholders to fill a vacancy on the board of directors;

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the authorization of undesignated preferred stock, the terms of which may be established and shares of which may be issued without stockholder approval; and

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advance notice requirements for stockholder proposals.

These anti-takeover defenses could discourage, delay or prevent a transaction involving a change in control of our company. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take other corporate actions than you desire.

Delaware law may delay or prevent a change in control, and may discourage bids for our common stock at a premium over its market price.

We are subject to the provisions of section 203 of the Delaware General Corporation Law. These provisions prohibit large stockholders, in particular a stockholder owning 15% or more of the outstanding voting stock, from consummating a merger or combination with a corporation unless this stockholder receives board approval for the transaction or 66²⁄₃% of the shares of voting stock not owned by the stockholder approve the merger or transaction. These provisions of Delaware law may have the effect of delaying, deferring or preventing a change in control, and may discourage bids for our common stock at a premium over its market price.

We do not anticipate paying any cash dividends in the foreseeable future.

We currently intend to retain our future earnings, if any, for the foreseeable future, to fund the development and growth of our business. We do not intend to pay any dividends to holders of our common stock. As a result, capital appreciation in the price of our common stock, if any, will be your only source of gain on an investment in our common stock.

New investors in our common stock will experience immediate and substantial book value dilution after this offering.

The initial public offering price of our common stock will be substantially higher than the pro forma as adjusted net tangible book value per share of the outstanding common stock immediately after the offering. Based on an assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover of this prospectus) and our net tangible book value as of December 31, 2025, if you purchase our common stock in this offering you will pay more for your shares than the amounts paid by our existing stockholders for their shares and you will suffer immediate dilution of approximately $ per share in pro forma as adjusted net tangible book value. As a result of this dilution, investors purchasing stock in this offering may receive significantly less than the full purchase price that they paid for the shares purchased in this offering in the event of a liquidation.

We also have approximately outstanding stock options to purchase common stock with exercise prices that are below the assumed initial public offering price of the common stock. To the extent that these options are exercised, there will be further dilution. Furthermore, if the underwriters exercise their option to purchase additional shares, if we issue additional awards to our employees under our equity incentive plans, or if we otherwise issue additional shares of our common stock, you could experience further dilution.

Our internal controls over financial reporting may not be effective and our independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business, financial condition, results of operations, liquidity, and reputation.

As a public company, we will be required to comply with SEC rules that implement Section 404 of the Sarbanes-Oxley Act and make a formal assessment of the effectiveness of our internal controls over financial reporting beginning with our second annual report on Form 10-K to be filed in .

When evaluating our internal controls over financial reporting, we may identify material weaknesses that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404 of the Sarbanes-Oxley Act. In addition, if we fail to achieve and maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. We cannot be certain as to the timing of completion of our evaluation, testing and any remediation actions or the impact of the same on our operations. If we are not able to implement the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner or with adequate compliance, our independent registered public accounting firm may issue an adverse opinion due to ineffective internal controls over financial reporting, and we may be subject to sanctions or investigation by regulatory authorities, such as the SEC. As a result, there could be a negative reaction in the financial markets due to a loss of confidence in the reliability of our financial statements. In addition, we may be required to incur costs in improving our internal control system and the hiring of additional personnel. Any such action could negatively affect our business, financial condition, results of operations, liquidity, and reputation.

We will have broad discretion in the use of the net proceeds to us from this offering and may not use them effectively.

We will have broad discretion in the application of the net proceeds to us from this offering, including for any of the purposes described in the section titled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, our ultimate use may vary substantially from our currently intended use. Investors will need to rely upon the judgment of our management with respect to the use of proceeds. Pending use, we may invest the net proceeds from this offering in short-term, investment-grade, interest-bearing securities, such as money market accounts, certificates of deposit, commercial paper, and guaranteed obligations of the U.S. government that may not generate a high yield for our stockholders. If we do not use the net proceeds that we receive in this offering effectively, our business, financial condition, results of operations, and prospects could be harmed and the market price of our common stock could decline.

Our amended and restated certificate of incorporation and amended and restated bylaws will provide that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America will be the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

Our amended and restated certificate of incorporation and amended and restated bylaws, as will be in effect upon the completion of this offering, will provide that the Court of Chancery of the State of Delaware is the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law:

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any derivative claim or cause of action brought on our behalf;

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any claim or cause of action asserting a breach of fiduciary duty;

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any claim or cause of action against us arising under the Delaware General Corporation Law;

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any claim or cause of action arising under or seeking to interpret our amended and restated certificate of incorporation or our amended and restated bylaws; and

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any claim or cause of action against us that is governed by the internal affairs doctrine.

The provisions would not apply to suits brought to enforce a duty or liability created by the Exchange Act. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by

different courts, among other considerations, our amended and restated certificate of incorporation and amended and restated bylaws will further provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions. In such instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our amended and restated certificate of incorporation and amended and restated bylaws. This may require significant additional costs associated with resolving such action in other jurisdictions and there can be no assurance that the provisions will be enforced by a court in those other jurisdictions.

These exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers, and other employees. If a court were to find either exclusive-forum provision in our amended and restated certificate of incorporation and amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with resolving the dispute in other jurisdictions, all of which could seriously harm our business, financial condition, results of operations, and liquidity.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

We have made statements under the sections titled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and in other sections of this prospectus that are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

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our ability to increase our revenue and maintain levels of revenue growth and our opportunity for margin expansion;

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our ability to retain and grow our relationships with consumers and dealerships;

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our ability to hire and maintain quality sales personnel while decreasing marginal cost and overhead;

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our ability to expand our consumer and dealership reach;

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general economic conditions and uncertainties affecting markets in which we operate and economic volatility that could adversely impact our business;

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our ability to compete successfully in our industry against current and future competitors;

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our ability to comply with existing, modified, or new laws and regulations applicable to our business, and potential harm to our business as a result of those laws and regulations;

•

our ability to manage our credit risk;

•

our ability to maintain our credit rating on our bonds and decrease cost of funds;

•

the availability of our funding sources;

•

fluctuations in our operating results and key operating metrics, including expectations about seasonality;

•

our expectation to continue to invest in developing our AI models and platform functionalities;

•

failure to maintain, enhance, and protect our brand;

•

our ability to effectively and timely price and score credit risk using our proprietary AI risk model;

•

our ability to grow our share of the auto sales among credit invisibles and near prime borrowers;

•

our ability to innovate and build new impactful products;

•

our ability to expand to new markets;

•

our ability to improve upon and expand use of our point-of-sale platform;

•

our estimated total addressable market; and

•

our anticipated use of the net proceeds from this offering.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this prospectus.

These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in the section titled “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this prospectus or to conform these statements to actual results or to changes in our expectations, except as required by law.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should read this prospectus and the documents that we reference in this prospectus and have filed with the SEC as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results and performance, and events and circumstances may be materially different from what we expect.

MARKET, INDUSTRY, AND OTHER DATA

This prospectus includes industry and market data that we obtained from periodic industry publications, third-party studies and surveys, filings of public companies in our industry and internal company surveys. We have not commissioned any of the industry reports or any other sources to which we refer in this prospectus and have no relationship with any of the authors of such reports or sources. For example, we rely on an industry report from Foureyes, an automotive data platform that produces annual Automotive Dealer Benchmarks Reports that analyze data from dealership website traffic to produce dealership industry sales and marketing benchmarks against which dealerships can compare their results. The dealership quotes within this prospectus were sourced by calling dealerships who use Lendbuzz, asking for their testimonials, and receiving consent to include their quotes and the job description of the persons who made these statements. No consideration was paid for any of these quotes. Some data and other information contained in this prospectus is also based on management’s estimates and calculations, which are derived from their review and interpretation of independent sources. For example, our dealership NPS is calculated based on surveying our dealerships’ satisfaction with us through our dealership portal. Our dealership NPS of 83, was calculated based on the responses we received from those surveys during the year ended December 31, 2025.

Industry and government publications and surveys generally state that the information contained therein has been obtained from sources believed to be reliable. Although we believe the industry and market data to be reliable as of the date of this prospectus, we have not independently verified any third-party information and this information could prove to be inaccurate or incomplete. Industry and market data could be wrong because of the method by which sources obtained their data and because information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. In addition, we do not know all of the assumptions regarding general economic conditions or growth that were used in preparing the forecasts from the sources relied upon or cited herein.

USE OF PROCEEDS

We estimate that the net proceeds to us from this offering will be approximately $ million, or approximately $ million if the underwriters exercise their option to purchase additional shares of common stock in full, assuming an initial public offering price of $ per share (the midpoint of the range set forth on the cover page of this prospectus), after deducting estimated underwriting discounts and commissions and estimated offering expenses.

Each $1.00 increase (decrease) in the public offering price per share would increase (decrease) our net proceeds, after deducting estimated underwriting discounts and commissions, by approximately $ million (assuming no exercise of the underwriters’ option to purchase additional shares of common stock). Each increase (decrease) of 1,000,000 shares of common stock offered by us would increase (decrease) the net proceeds to us from this offering, after deducting the estimated underwriting discounts and commissions, by approximately $ million, assuming the assumed initial public offering price stays the same.

The principal purposes of this offering are to increase our capitalization and financial flexibility, create a public market for our common stock, and facilitate our future access to the capital markets. As of the date of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds to us from this offering. However, we currently intend to use the net proceeds we receive from this offering for general corporate purposes, including working capital, operating expenses and capital expenditures. We may use a portion of the net proceeds to repay all or a portion of any outstanding principal and interest under our $75.0 million committed line of credit and $50.0 million uncommitted line of credit with Bank Hapoalim B.M., which we initially entered into on March 31, 2023 and last amended on December 11, 2025. The lines of credit bear an interest rate of prime plus 1.25% per annum or Term SOFR plus 4.00% per annum, as may be selected by us. The committed line of credit matures in March 2027, while the uncommitted line matures in September 2026. Funds may be used for repayment of existing loans, working capital and general corporate purposes. We may also use a portion of the net proceeds to acquire complementary businesses, products, services or technologies. However, we do not have agreements or commitments to enter into any acquisitions at this time.

We will have broad discretion over how to use the net proceeds to us from this offering. We intend to invest the net proceeds to us from the offering that are not used as described above in investment-grade, interest-bearing instruments.

We will not receive any proceeds from the sale of common stock by the selling stockholders.

DIVIDEND POLICY

We have never declared or paid cash dividends on our common stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our common stock in the foreseeable future. The amounts available to us to pay cash dividends are restricted by covenants in or other terms of our existing credit facilities, and may be restricted in the future by covenants in or other terms of our future credit facilities, other debt, or preferred securities. The declaration and payment of dividends will be at the discretion of our board of directors and will depend on various factors, including our results of operations, financial condition, cash requirements, prospects, and other factors deemed relevant by our board of directors.

CAPITALIZATION

The following table sets forth our cash, cash equivalents and capitalization as of December 31, 2025:

•

on an actual basis;

•

on a pro forma basis to reflect (1) the issuance of shares of our Series B convertible preferred stock upon the exercise of the Series B preferred stock warrants at an exercise price of $0.98 per share, (2) the issuance of shares of our voting and non-voting common stock upon the automatic conversion of all shares of our outstanding voting and non-voting convertible preferred stock, (3) the reclassification of all shares of our voting and non-voting common stock into shares of common stock on a one-for-one basis immediately prior to the completion of this offering, (4) the issuance of shares of our common stock upon conversion of our outstanding SAFEs immediately prior to completion of this offering at an assumed conversion price of $ , which reflects the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, reduced by a 20% discount pursuant to the terms of the SAFEs and (5) the issuance of shares of our common stock upon conversion of $ aggregate amount of our outstanding convertible loans immediately prior to completion of this offering at an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus; and

•

on a pro forma as adjusted basis to give effect to (1) the pro forma adjustments set forth above, (2) reflect the issuance and sale by us of shares of common stock by us in the offering at an assumed initial public offering price of $ per share, the midpoint of the range set forth on the cover page of this prospectus, and (3) the application of the net proceeds of the offering, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us (assuming no exercise of the underwriters’ option to purchase additional shares of common stock from us).

The pro forma as adjusted information set forth in the table below is illustrative only and will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. This table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes thereto appearing elsewhere in this prospectus.


	As of December 31, 2025
	Actual		Pro Forma	Pro forma As Adjusted
	(in thousands, except share and per share amounts)
Cash and cash equivalents	$	88,047	$	$
Other assets		38,482
Long-term debt:
Secured financing, net		779,295
Term credit facility, net		56,476
Asset-backed term debt, net		805,759
Other debt carried at fair value		36,556

Total debt	$	1,678,086

Stockholders’ equity:
Voting convertible preferred stock, $0.001 par value per share, 44,690,490 shares authorized, shares issued and outstanding, actual; no shares authorized, issued and outstanding, pro forma and pro forma as adjusted		45
Non-voting convertible preferred stock, $0.001 par value per share, 1,078,860 shares authorized, shares issued and outstanding, actual; no shares authorized, issued and outstanding, pro forma and pro forma as adjusted		1
Preferred stock, $0.001 par value per share, no shares authorized, issued and outstanding, actual; shares authorized, no shares issued and outstanding, pro forma and pro forma as adjusted		—
Voting common stock, $0.001 par value per share, 65,555,190 shares authorized, shares issued and outstanding, actual; no shares authorized, issued and outstanding, pro forma and pro forma as adjusted		14
Non-voting common stock, $0.001 par value per share, 1,078,860 shares authorized, no shares issued and outstanding, actual; no shares authorized, issued and outstanding, pro forma and pro forma as adjusted		—
Common stock, $0.001 per value share, no shares authorized, issued and outstanding, actual; shares authorized, shares issued and outstanding, pro forma; shares authorized, shares issued and outstanding, pro forma as adjusted		—
Additional paid-in capital	$	196,055
Retained earnings and accumulated other comprehensive income		65,916

Total stockholders’ equity	$	262,031	$	$

Total capitalization	$	1,940,117	$	$

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share, the midpoint of the range set forth on the cover page of this prospectus, would increase (decrease) pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders’ equity, and total capitalization by approximately $ million, assuming that the number of shares offered by us, as set forth on the cover of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions. Each

increase (decrease) of 1,000,000 shares of common stock offered by us at the assumed initial public offering price of $ per share would increase (decrease) the pro forma as adjusted amount of each of our cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization by approximately $ million, after deducting the estimated underwriting discounts and commissions.

The pro forma and pro forma as adjusted number of shares of common stock to be outstanding after this offering is based on shares of common stock outstanding as of December 31, 2025 on a pro forma basis, which includes (1) the issuance of shares of our Series B convertible preferred stock upon the exercise of the Series B preferred stock warrants at an exercise price of $0.98 per share, (2) the issuance of shares of our voting and non-voting common stock upon the automatic conversion of all shares of our outstanding voting and non-voting convertible preferred stock, (3) the reclassification of all shares of our voting common stock into shares of common stock on a one-for-one basis immediately prior to the completion of this offering, (4) the issuance of shares of our common stock upon conversion of our outstanding SAFEs immediately prior to completion of this offering at an assumed conversion price of $ , which reflects the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, reduced by a 20% discount pursuant to the terms of the SAFEs and (5) the issuance of shares of our common stock upon conversion of $ aggregate amount of our outstanding convertible loans immediately prior to completion of this offering at an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and excludes:

•

shares of our common stock issuable upon the vesting of RSUs granted under our 2019 Equity Incentive Plan as of December 31, 2025;

•

shares of our common stock issuable upon the vesting of RSUs granted under our 2019 Equity Incentive Plan after December 31, 2025;

•

shares issuable upon conversion of $ aggregate principal amount of our outstanding convertible loans, which will not convert in connection with the offering.

DILUTION

If you invest in our common stock, your ownership interest will be diluted to the extent of the difference between the initial public offering price per share of our common stock in this offering and the pro forma as adjusted net tangible book value per share of our common stock after this offering. Dilution results from the fact that the per share offering price of our common stock is substantially in excess of the pro forma net tangible book value per share attributable to our existing stockholders.

Our historical net tangible book value as of December 31, 2025 was $ or $ per share of voting common stock. Our pro forma net tangible book value as of December 31, 2025 was $ or $ per share of common stock. Pro forma net tangible book value per share represents tangible assets, less liabilities, divided by the aggregate number of shares of common stock outstanding as of December 31, 2025, on a pro forma basis, after giving effect to (1) the issuance of shares of our Series B convertible preferred stock upon the exercise of the Series B preferred stock warrants at an exercise price of $0.98 per share, (2) the issuance of shares of our voting and non-voting common stock upon the automatic conversion of all shares of our outstanding voting and non-voting convertible preferred stock, (3) the reclassification of all shares of our voting and non-voting common stock into shares of common stock on a one-for-one basis immediately prior to the completion of this offering, (4) the issuance of shares of our common stock upon conversion of our outstanding SAFEs immediately prior to completion of this offering at an assumed conversion price of $ , which reflects the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, reduced by a 20% discount pursuant to the terms of the SAFEs and (5) the issuance of shares of our common stock upon conversion of $ aggregate amount of our outstanding convertible loans immediately prior to completion of this offering at an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus.

After further giving effect to the sale by us of the shares of common stock in this offering, at an assumed initial public offering price of $ per share, the midpoint of the range set forth on the cover page of this prospectus, and the receipt and application of the net proceeds, our pro forma as adjusted net tangible book value as of December 31, 2025 would have been $ or $ per share of common stock. This represents an immediate increase in pro forma net tangible book value to existing stockholders of $ per share and an immediate dilution to new investors of $ per share.

Dilution per share represents the difference between the price per share to be paid by new investors for the shares of common stock sold in this offering and the pro forma as adjusted net tangible book value per share immediately after this offering. The following table illustrates this per share dilution:


Assumed initial public offering price per share		$
Historical net tangible book value per share as of December 31, 2025		$

Pro forma net tangible book value per share as of December 31, 2025		$
Increase in pro forma net tangible book value per share attributable to new investors

Pro forma as adjusted net tangible book value per share after offering

Dilution per share to new investors in this offering		$

Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted net tangible book value per share after this offering by approximately $ , and the dilution in pro forma as adjusted net tangible book value per share to new investors by approximately $ , assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the

same and after deducting the estimated underwriting discounts and commissions. Each increase (decrease) of 1,000,000 shares of common stock offered by us would increase (decrease) our pro forma as adjusted net tangible book value per share after this offering by approximately $ per share and decrease (increase) the dilution to investors participating in this offering by approximately $ per share, assuming that the assumed initial public offering price of $ per share remains the same, and after deducting the estimated underwriting discounts and commissions.

If the underwriters exercise their option to purchase additional shares of common stock in full in this offering, the pro forma as adjusted net tangible book value after the offering would be approximately $ per share, the increase in pro forma as adjusted net tangible book value per share to existing stockholders would be approximately $ per share and the dilution per share to new investors would be $ per share, in each case assuming an initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus.

The following table summarizes on the pro forma as adjusted basis described above, as of December 31, 2025, the differences between the number of shares of common stock purchased from us, the total consideration paid to us in cash and the average price per share paid by existing stockholders for shares issued prior to this offering and the price to be paid by new investors in this offering. The calculations below are based on an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of the prospectus, before deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us:


	Shares Purchased				Total Consideration				Average Price Per Share
	Number	Percent			Amount	Percent			Average Price Per Share
Existing stockholders				%				%
New investors				%				%
Total			100	%			100	%

The foregoing tables assume no exercise of the underwriters’ option to purchase additional shares of common stock. If the underwriters exercise their option to purchase additional shares in full, the number of shares of our common stock held by new investors will increase to % of the total number of shares of our common stock outstanding after this offering.

Sales by the selling stockholders in this offering will cause the number of shares held by existing stockholders to be reduced to shares, or % of the total number of shares of our common stock outstanding immediately after the completion of this offering, and will increase the number of shares held by new investors to shares, or % of the total number of shares of our common stock outstanding immediately after the completion of this offering.

The pro forma and pro forma as adjusted number of shares of common stock to be outstanding after this offering is based on shares of common stock outstanding as of December 31, 2025 on a pro forma basis, which includes (1) the issuance of shares of our Series B convertible preferred stock upon the exercise of the Series B preferred stock warrants at an exercise price of $0.98 per share, (2) the issuance of shares of our voting and non-voting common stock upon the automatic conversion of all shares of our outstanding voting and non-voting convertible preferred stock, (3) the reclassification of all shares of our voting and non-voting common stock into shares of common stock on a one-for-one basis immediately prior to the completion of this offering, (4) the issuance of shares of our common stock upon conversion of our outstanding SAFEs immediately prior to completion of this offering at an assumed conversion price of $ , which reflects the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, reduced by a 20% discount pursuant to the terms of the SAFEs and (5) the issuance of shares of our common stock upon conversion of $ aggregate amount of our outstanding convertible loans

immediately prior to completion of this offering at an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and excludes:

•

shares of our common stock issuable upon the vesting of RSUs granted under our 2019 Equity Incentive Plan as of December 31, 2025;

•

shares of our common stock issuable upon the vesting of RSUs granted under our 2019 Equity Incentive Plan after December 31, 2025;

•

shares issuable upon conversion of $ aggregate principal amount of our outstanding convertible loans, which will not convert in connection with the offering.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are a financial technology company that utilizes artificial intelligence, or AI, and machine learning algorithms to better assess consumer credit risk and expand access to credit. We seamlessly process large sets of traditional data and alternative data through advanced computational approaches to more accurately predict a consumer’s creditworthiness. Our business benefits both consumers through expanded access to credit and auto dealerships via increased vehicle sales.

Our mission is to offer fair access to credit for underserved populations. Obtaining an auto loan has historically relied upon a traditional, paper-based process. The experience varies in complexity based on a consumer’s creditworthiness. Non prime consumers are typically required to complete a lengthy and cumbersome process. Further, lenders using traditional underwriting approaches often misprice those with limited to no traditional credit history, resulting in high rates and unattractive terms. This negatively impacts the consumer experience and dealership sales.

Our proprietary AI-powered solution efficiently analyzes thousands of data points to underwrite underserved consumers and drive credit outperformance. We serve consumers with thin and no credit files, or credit invisibles, and those traditionally called near prime (consumers with VantageScores^® of 601-719). We estimate that, based on Oliver Wyman’s 2022 Financial Inclusion and Access to Credit report and VantageScore’s 2023 CreditGauge report, these groups collectively represent a market of over 119 million people in the U.S. or approximately 46% of the total U.S. adult population. We utilize our data and technology to build more robust financial profiles of these consumers, enabling us to more accurately identify those who are expected to generate better credit performance. We believe our machine learning models combined with the use of alternative data and data-driven credit decisioning, differentiates us from traditional lenders.

We acquire consumers through the U.S. auto dealership market, which serves as a scalable and efficient go-to-market channel and minimizes our customer acquisition costs. By expanding access to credit and providing a superior borrowing experience for credit invisibles and near prime consumers, we help our dealership partners expand their pool of potential consumers. Additionally, we have streamlined the loan application experience for dealerships through our proprietary dealership portal. As a result, our dealership partners are loyal, as demonstrated by our 100%+ dealership net dollar retention rate, which we have achieved consistently for 19 consecutive quarters as of December 31, 2025, historically leading to a strong source of recurring revenue.

The business launched in Boston, Massachusetts and has expanded from its initial focus on the northeast U.S. to originate in primarily six states, as of December 31, 2025, across the U.S. with a continued focus on growing Active Dealerships.

We focus on three main pillars to drive performance:

LOGO

Proprietary AI Algorithms and Machine Learning Models Driving Credit Outperformance

We utilize our proprietary AI algorithms and machine learning models to analyze large sets of alternative data in order to more accurately assess the level of credit risk for each potential consumer. Our unique approach involves collecting thousands of data points per applicant, which allows us to build a robust financial profile for each consumer. Our models, which have been trained with over 205,000 data points, incorporate more than 2,000 attributes on a consumer, which are pulled seamlessly from APIs. These data points are analyzed using deep neural networks to effectively predict a consumer’s ability and willingness to repay their auto loan.

We collect data primarily from five sources at the application stage:

(1)

Bank account transactional level detail. We typically require consumers to link their bank accounts via a third-party API allowing us to acquire up to 18 months of consumer’s bank account transactions, including credit card transactions when available

(2)

Personal credit. Information such as employer, role, and educational attainment

(3)

Credit bureau. Individual tradelines and payment history

(4)

Vehicle information. Including car history, dealership selling the vehicle, make, model, year, mileage, down payment, and loan-to-value

(5)

Personal documents. Including, for example, a driver’s license

Streamlined Dealership POS Software Platform

Our dealership portal is a modern e-commerce platform where our dealership partners submit the necessary information required for us to provide initial terms and ultimately a full approval. Loan applications may be started on our own custom-built portal or on DealerTrack^© or RouteOne^®, which are legacy platforms. Consumers and dealerships are able to provide all required credit application information electronically within minutes. While the time the entire process takes to complete can vary, as consumers compare and contrast different vehicle purchase options within and across dealerships, once the dealership and consumer have provided all necessary documentation to move forward, we typically fund over 74% of loans within eight hours. We believe this can take as long as a week for lenders with traditional paper-based processes. As of December 31, 2025, approximately half of our loan originations were started directly on our custom portal. All applications, regardless of which platform they are started, must be completed on our portal to receive a full approval. Additionally, since, according to Cox Automotive’s 2024 Car Buyer Journey Study, the average vehicle buyer visits more than two dealerships when purchasing a car, we believe our streamlined process provides significant value for our dealership partners, who are able to work with a consumer to complete the sale before the consumer leaves the dealership and risk losing the sale. We believe that as a result of both our fast funding and efficient process, by working with Lendbuzz, our dealership partners can both turn over their working capital faster and increase the total number of vehicles they can sell.

Enhanced Digital Customer Experience

In addition to redesigning the auto lending process to be entirely digital for the dealership, we have significantly reduced the friction for the consumer. We engage directly with consumers through an easy-to-use, digital experience. As discussed above, this contributes to faster data collection, underwriting, and ultimate closing of the sale, all benefiting the consumer experience. All information provided by the dealership, on behalf of the consumer, is transferred to the consumer’s loan application electronically. Consumers are engaged while at the dealership through a mobile-enabled digital process that is both more user friendly and faster compared to traditional paper-based processes.

Due to our strong credit outperformance, we have priced consumers in our target market lower than most of our competitors, despite the whole sector, including us, increasing our pricing due to higher interest rates. For more details on the recent interest rate trends in our portfolio, see the section titled “—Return on Average Assets and Average Equity.” Many of our competitors price no and thin credit file consumers at state maximum rates – ranging generally from 17% to 36%, according to the Conference of State Bank Supervisors, depending upon the state – compared to an average of 18% for us. Our lower pricing has helped drive a positive selection among consumers, further improving our credit performance. When we approve an application, our conversion rates have been over 90%. We believe our more favorable auto loan pricing also enables consumers to afford a better vehicle.

Our Growth in Recent Years

We have experienced strong growth in recent years. For the years ended December 31, 2023, 2024 and 2025, we originated $1.1 billion, $1.5 billion and $2.2 billion in auto loans, respectively, representing year-over-year growth of 38% for the year ended December 31, 2024 and 45% for the year ended December 31, 2025. For the years ended December 31, 2023, 2024 and 2025, we had 1,366, 1,788 and 2,344 Active Dealerships, respectively, representing year-over-year growth of 31% for the year ended December 31, 2024 and 31% for the year ended December 31, 2025.

For the fiscal years ended December 31, 2023, 2024 and 2025, our total revenue, net was $175.4 million, $281.5 million and $372.8 million, respectively, representing year-over-year growth of 61% for the year ended December 31, 2024 and 32% for the year ended December 31, 2025. For the fiscal years ended December 31, 2023, 2024 and 2025, our net income was $11.2 million, $22.8 million and $23.7 million, respectively, representing year-over-year growth of 104% for the year ended December 31, 2024 and 4% for the year ended December 31, 2025. For the years ended December 31, 2023, 2024 and 2025, our Adjusted EBITDA, a non GAAP measure, was $25.5 million, $44.4 million and $53.0 million, respectively, representing year-over-year growth of 74% for the year ended December 31, 2024 and 19% for the year ended December 31, 2025. For the years ended December 31, 2023, 2024 and 2025, our Adjusted Net Income, a non GAAP measure, was $16.1 million, $28.1 million and $32.7 million, respectively, representing year-over-year growth of 75% for the year ended December 31, 2024 and 16% for the year ended December 31, 2025.

For the years ended December 31, 2023, 2024 and 2025, our Adjusted EBITDA-FVO, a non GAAP measure, was $63.2 million, $114.6 million and $126.6 million, respectively, representing year-over-year growth of 81% for the year ended December 31, 2024 and 10% for the year ended December 31, 2025. For the years ended December 31, 2023, 2024 and 2025, our Adjusted Revenue-FVO, a non GAAP measure, was $201.2 million, $338.6 million and $413.5 million, respectively, representing year-over-year growth of 68% for the year ended December 31, 2024 and 22% for the year ended December 31, 2025. See the section titled “—Non-GAAP Financial Measures” for a reconciliation of Adjusted EBITDA to net income, Adjusted EBITDA-FVO to net income, Adjusted Net Income to Net income and Adjusted Revenue-FVO to Total revenue, net.

Our Financial Model

We generate revenue through multiple streams: (1) loan interest income, both from consumer auto borrowers and, to a much lesser extent, from dealerships who we provide floorplan lending, (2) loan origination fees, (3) ancillary product revenue such as guaranteed asset protection, or GAP waivers, and (4) loan sales that generate gains on sales of loans and servicing revenue. Our financial model is focused on achieving a target excess spread – revenue less the cost to finance our loans and net charge-offs. While we believe our best and most profitable model is to hold loans on our balance sheet and benefit from the excess spread, to support our diverse funding strategy and capital sources, we choose to sell a portion of our loans as well. Our cost of acquisition is the commission we pay dealerships on originated loans. Variable operating expenses include our sales teams, our operations teams, and the cost to service loans. Overhead expenses include the investments we make in our engineering, product development, technology, and R&D teams to ensure that we (1) continue to build an increasing and durable competitive advantage and (2) consistently add value to our borrowers and dealerships. Additionally, overhead costs include general and administrative costs such as finance, accounting, capital markets, compliance, and HR. We expect overhead costs to grow at a slower pace than originations and revenue as we increase scale.

Loan Servicing

Our auto loans are serviced using our custom developed loan servicing platform. As of December 31, 2025, we have a 62-person servicing team, with 11 team members supporting customer service and 51 team members supporting collections. In addition to our in-house servicing team, we work with third party collections firms. The third-party collections firms take inbound calls and make outbound calls with resources dedicated solely to Lendbuzz.

A significant percentage of consumers pay their loans via ACH autopay. Consumers can self-service, check their balance, and obtain payoff amounts using a custom developed portal. Additionally, consumers receive text and/or e-mail reminders before their ACH payment is due. Most early-stage collections conversations are treated with a customer service type approach. As delinquencies age, loans are serviced by a dedicated late-stage collections team using outbound calling and collection letters.

If consumers are unable to pay, since our loans are secured by vehicles, we typically begin repossession proceedings around 60 days past due. Our recovery rates have historically averaged over 70% due to: (1) our conservative loan terms, (2) conservative loan-to-values, (3) a requirement that a large portion of our loans have GPS systems installed to locate the vehicle, and (4) our dealership recourse program.

Key Factors Affecting Our Performance

Our performance has been and may continue to be affected by many factors, including those identified

below, as well as factors discussed in the section titled “Risk Factors.”

Increasing Sales Penetration with Existing Dealerships

Once dealerships are signed onto our platform, they serve as a source of recurring auto loan originations. Dealerships often have a ramp period as they learn how to utilize our custom portal and grow accustomed to our process. Generally, that ramp period has taken between three and nine months for a dealership to reach consistent origination volume. The total amount of business we can generate from any particular dealership is driven by the dealership’s sales volume, the vehicles it sells, and the consumers it serves. Larger, mass market franchise dealerships, that primarily sell new vehicles, typically sell significantly more vehicles than smaller, independent dealerships that primarily sell used vehicles. However, we typically can generate a higher percentage of the total available financing business from smaller, independent dealerships who generally do not have access to captive auto lenders and large banks, as compared to larger, mass market franchise dealerships whose primary source of financing for their consumers are captive auto lenders and large banks. Franchise dealerships, as a percentage of our existing dealership network, has increased overtime. Franchise dealerships, as a percentage of our existing dealership network, have increased from 21% in the first quarter of 2022 to 55% in the fourth quarter of 2025. As of December 31, 2025, we have experienced 100%+ net dollar retention rates for 19 consecutive quarters, as calculated by taking the aggregate amount of loans originated by an active dealership in a twelve month period ended in the relevant quarter, divided by the amount such active dealership originated in the 13 to 24 months period preceding the start of the relevant period. We closely monitor dealership satisfaction through monthly dealership engagement reporting, an annual NPS, with a dealership NPS of 83, based on feedback we received in 2025 and through feedback received by our sales representatives. We continually work to ensure satisfaction with our proprietary dealership portal through upgrades and improvements. Our ability to increase sales through our existing dealerships will depend on a number of factors, including our dealerships’ satisfaction with our platform, competition, pricing and overall changes in our dealerships’ businesses.

Expanding our Dealership Network

Our dealership network is a key driver of our growth. We focus extensively on growing our dealership network. We intend to drive new dealership growth by adding additional sales representatives in both new and existing geographies, which will expand our presence in existing geographies, expand our geographic target areas, increase brand awareness and drive greater adoption of our platform. We do not have dealership concentration in our current geographies, as the largest dealership accounts for less than 4% of our Aggregate Originations. We also plan to continue investing in building brand awareness within the auto dealerships industry. Our ability to expand our dealership network and to attract new dealerships will depend on a number of factors, including our ability to hire and train new sales representatives, the effectiveness and pricing of our platform, offerings of our competitors, brand awareness and the effectiveness of our marketing efforts.

Continued Improvements to Our AI Models

We focus on continually improving and enhancing our AI models. As is consistent with AI systems, our models benefit from the speed at which we are able to incorporate an ever-increasing volume of historical performance data. These constant updates improve the accuracy of our risk predictions and allow us to adjust in real-time as both macroeconomic and business conditions evolve. Beyond the ongoing accumulation of performance data, we make regular discrete improvements to our model accuracy by upgrading algorithms and

incorporating new variables. We expect to continue to invest significantly in the development of our AI models and platform functionalities. We believe that ongoing improvements to our machine learning algorithms will allow us to further expand access to our platform and lower rates for our borrowers, which will continue to fuel our growth. Should the pace of these improvements slow down or cease, or should we discover forms of model upgrades which improve accuracy at the expense of volume, our growth rates could be adversely affected.

Credit Risk Management

Our credit performance is driven by the effectiveness and accuracy of AIRA^®, our underwriting processes, monitoring and collection efforts, the financial condition of our consumers and dealerships, asset values, our risk appetite, and various macroeconomic considerations. To be approved, consistent with our underwriting policy, all consumers must display both an ability and willingness to repay their loan. The failure to effectively manage credit risk may have a direct and significant impact on our business, financial condition, results of operations, liquidity, and reputation.

Our Mix of Funding Relationships

Our funding model is integral to the success of our business. We focus on ensuring a diverse set of funding sources to maximize flexibility and mitigate the impacts of changing market conditions. Newly originated loans are initially financed through warehouse facilities with our lending partners. As of December 31, 2025, we had $1.0 billion of committed capital from seven financial institutions including but not limited to JP Morgan, Goldman Sachs, Royal Bank of Canada, Regions Bank, Bank Hapoalim B.M., MUFG and Mizuho as well as $175.0 million of uncommitted capital. We match the duration of the funds that we are raising to the duration of the loans we intend to hold on our balance sheet until maturity, and retain the credit risk, via securitizations or other term credit facilities. As of December 31, 2025, we have issued approximately $2.2 billion of bonds through our securitization program, in ten transactions to over 65 unique investors. Our most recent senior tranche of securitizations has been rated AAA by Kroll Bond Rating Agency, and prior securitizations have all been rated investment grade as of December 31, 2025.

We sell a portion of our loans to whole loan buyers and other investors, primarily through forward flow arrangements, securitization transactions, and aggregated pools of loans. In these transactions we do not retain the credit risk. We sell loans on a servicing retained basis, generating an ongoing revenue stream from the resulting servicing fees. As of December 31, 2025, we have executed ten forward flow transactions through which investors have committed to purchase $2.1 billion in loans since we launched these programs in 2022. In the year ending December 31, 2024, we executed one securitization transaction which was not consolidated and transferred the credit risk to the buyers (except for the required risk retention) for $52.6 million of loans. In the year ending December 31, 2025, we have executed three securitization transactions which were not consolidated and transferred the credit risk to the buyers (except for the required risk retention) for $249.7 million of loans. During the twelve months ended December 31, 2023, 2024 and 2025, we sold loans with a total outstanding principal balance at the time of sale of $422.2 million, $648.5 million, and $1.3 billion respectively. These relationships provide significant diversification to our overall funding strategy.

We cannot be sure that these funding sources will continue to be available on reasonable terms, or at all, beyond the current maturity dates of our existing securitizations and debt financing arrangements, which could have an adverse effect on our competitive position, business, financial condition and results of operations.

Seasonality

then begin to rise again through the following holiday shopping season. Due to our rapid growth, COVID-19 lockdowns, and new vehicle supply constraints, introduction and then removal of government stimulus, and rapid inflation, at times, our historical overall origination portfolio delinquency and defaults patterns have not reflected the general seasonality we expect of our business. As our business matures and markets continue to normalize, we expect to experience typical seasonal fluctuations in our quarterly operating results, which may not fully reflect the overall underlying performance of our business.

Key Operating Metrics


	At or For the Year Ended December 31,
($ in thousands)	2023			2024			2025
Active Dealerships⁽¹⁾		1,366			1,788			2,344
Aggregate Originations⁽²⁾	$	1,112,911		$	1,536,134		$	2,229,357
Number of Loans Originated⁽³⁾		40,062			56,026			76,464
31+ Day Delinquency Rate⁽⁴⁾		3.22	%		4.13	%		7.17	%
Annualized Net Charge-off Rate⁽⁵⁾		1.59	%		2.54	%		3.05	%

(1)	We calculate Active Dealerships on a quarterly basis.

(2)	We calculate Aggregate Originations on an annual and interim period basis.

(3)	We calculate Number of Loans Originated on an annual and interim period basis.

(4)	We calculate 31+ Day Delinquency Rate on an annual and interim period basis.

(5)	We calculate Annualized Net Charge-off Rate on an annual and interim period basis for loans held for investment and loans held for sale that are 120 days or more past due.

Active Dealerships

The number of Active Dealerships increased 31% from 1,366 in the quarter ended December 31, 2023, to 1,788 in the quarter ended December 31, 2024. The number of Active Dealerships increased 31% from 1,788 in the year ended December 31, 2024 to 2,344 in the year ended December 31, 2025. These increases were driven by an increase in our sales force, furthering penetration in existing geographies and expansion of our geographic target area.

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Aggregate Originations

We define Aggregate Originations as the total principal balance of loans we originated during the relevant period. We measure Aggregate Originations to assess the overall scale of our platform. Aggregate Originations increased 38% to $1.5 billion for the year ended December 31, 2024, compared to the year ended December 31, 2023. These increases were driven primarily by the growth in Active Dealerships. Aggregate Originations increased 45% to $2.2 billion for the year ended December 31, 2025, compared to the year ended December 31, 2024. The growth was driven by our continued strategic focus on driving growth and adding sales representatives for our business, partial unwinding of the credit tightening experienced in 2022, and rising asset values as a result of anticipated price increases resulting from announced and proposed tariffs.

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Aggregate Originations by APR Band

Our consumer auto loans vary in lending terms and maturities. The following table presents the total and percent of Aggregate Originations by annual percentage rate, or APR, Band:


	For the Year Ended December 31,
	2023					2024					2025
($ in thousands)	$		%			$		%			$		%
Less than 9.0%	$	38,567		3.5	%	$	25,929		1.7	%	$	30,217		1.4	%
9.0% - 11.9%		114,718		10.3			94,874		6.2			121,062		5.4
12.0% -13.9%		87,048		7.8			130,247		8.5			132,474		5.9
14.0% -15.9%		75,531		6.8			79,768		5.2			85,891		3.9
16.0% - 17.9%		482,669		43.3			424,276		27.6			371,188		16.6
18.0% - 19.9%		303,701		27.3			706,746		46.0			1,136,379		51.0
20.0% or More		10,677		1.0			74,294		4.8			352,146		15.8

Aggregate Originations by Original Loan Term

The following table presents the total and percent of Aggregate Originations by original loan term:


	For the Year Ended December 31,
	2023					2024					2025
($ in thousands)	$		%			$		%			$		%
0-36 months	$	22,652		2.0	%	$	28,864		1.9	%	$	24,128		1.1	%
48 months		47,130		4.2			57,924		3.8			52,431		2.4
60 months		487,233		43.8			500,037		32.6			630,082		28.3
66 months		9,617		0.9			13,619		0.9			20,409		0.9
72 months		546,279		49.1			935,690		60.8			1,502,307		67.3

Aggregate Originations by AIRA^® Score Band

We closely monitor the credit quality of our loan originations. We primarily measure the credit risk of these originations by the borrower’s AIRA^® score (reflected in the graph below).

The following table presents Aggregate Originations by AIRA^® score band:


	For the Year Ended December 31,
	2023					2024					2025
($ in thousands)	$		%			$		%			$		%
300 - 385	$	31,742		2.9	%	$	5,572		0.4	%	$	80,878		3.6	%
386 - 450		110,033		9.9			217,391		14.2			546,132		24.5
451 - 575		304,691		27.4			497,030		32.3			789,969		35.4
576 - 699		308,706		27.7			430,542		28.0			474,411		21.3
700 +		357,739		32.1			385,599		25.1			337,967		15.2

In terms of credit risk, as shown in the following chart that presents 31+ Day Delinquency Rate by Newest AIRA^® Score Band, the lower the AIRA^® score, the higher the credit risk is and the greater the 31+ Day Delinquency Rate becomes. We utilize a risk-based pricing schema where higher risk borrowers generally receive higher prices and lower risk borrowers generally receive lower prices. As discussed in “—Continued Improvements to our AI Models,” we are focused on continually incorporating updated performance information and making discrete improvements in AIRA^® to improve the accuracy of our risk predictions and to allow us to adjust in real-time as both macroeconomic and business conditions evolve.

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Increased volume in originations of lower AIRA^® loans in the first quarter of 2025 resulted in a temporary decline in 31+ day delinquency rate in that score band during the first quarter of 2025.

Originations by Dealership Vintage

We assign dealerships to dealership vintages based on when they originated their first loan with us. The chart below displays originations by each respective dealership vintage. While there has been volatility due to the impacts of the COVID-19 lockdowns, in general, once a dealership vintage has ramped to consistent origination volume, which has taken between three and nine months, we have experienced a 100%+ net dollar retention rates as each vintage has continued to produce about the same amount of loan originations, or more, as it did in prior years. As of December 31, 2025, we have experienced 100%+ net dollar retention rates for 19 consecutive quarters. Our 100%+ net dollar retention rate has accelerated our growth, as our sales representatives can focus on expanding the dealership network each year, instead of replacing the existing base. As of December 31, 2025, the 2025 vintage is our largest vintage in its initial year, primarily driven by the increase in our sales force. For more information about our net dollar retention rates and origination volume by dealerships, see the section titled “Key Factors Affecting Our Performance—Increasing Sales Penetration with Existing Dealerships.”

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Number of Loans Originated

We measure the Number of Loans Originated to help inform us of our penetration into the market. The Number of Loans Originated increased 40% to 56,026 for the year ended December 31, 2024, as compared to the year ended December 31, 2023. The Number of Loans Originated increased 36% to 76,464 for the year ended December 31, 2025, as compared to the year ended December 31, 2024. These increases were primarily driven by growth in Active Dealerships. During 2024, asset values remained similar to their levels at the end of 2023, resulting in similar average loan amounts to the prior year. Asset values have risen throughout 2025 as a result of anticipated price increases resulting from announced and proposed tariffs. We have seen an increase in average loan amounts for the year ended December 31, 2025 as compared to the prior year as a result.

31+ Day Delinquency Rate

We consider our consumer auto loans to be delinquent once they are 31 or more days past due in line with standard auto lending industry practice. We calculate 31+ Day Delinquency Rate as the total amount of principal balance on loans held on the balance sheet that are 31 days or more past due, divided by the outstanding principal balance for loans held on the balance sheet as of the date of measurement. We measure 31+ Day Delinquency Rate to help us monitor early delinquency and default trends in our credit performance. The 31+ Day Delinquency rate increased 91 basis points to 4.13% for the year ended December 31, 2024, as compared to the year ended December 31, 2023. The 31+ Day Delinquency Rate increased 304 basis points to 7.17% for the year ended December 31, 2025, compared to the year ended December 31, 2024. These increases have been in response to macroeconomic conditions, including the significant increase in interest rates during 2022 and 2023, and the industry-wide increase in consumer auto delinquencies following the end of COVID-19 lockdowns and the ending of government stimulus, which had previously provided consumers with additional funds and resulted in increased consumer spending, and the impact on consumers of accelerated inflation.

As of December 31, 2025, consumer auto delinquencies and net charge-offs, industry wide, are among the highest they have been in the past decade or more, and as shown in the graph under “Business—The Lendbuzz Solution—Proprietary AI Algorithms and Machine Learning Models Driving Credit Outperformance,” 60+ day delinquencies have increased relatively steadily since the beginning of 2023, particularly in the subprime sector.

We have also seen increases in our delinquencies and net charge-offs, as discussed above. As shown under “— Aggregate Originations—Aggregate Originations by Newest AIRA^® Score Band,” we have seen delinquencies and net charge-offs increase in all AIRA^® score bands, with more significant increases in customers in the lowest AIRA^® score band and only minimal increases in the highest AIRA^® score band. The weighted average AIRA^® of our loan originations has been declining throughout 2024 and into 2025 as we have originated more loans in lower AIRA^® score bands as shown under, “Aggregate Originations by AIRA^® Score Band.”

In the aggregate, our delinquencies and net charge-offs have been consistently lower than the subprime index. We believe this outperformance has been driven by AIRA^®. As discussed in “—Continued Improvements to our AI Models”, we are focused on continually incorporating updated performance information and making discrete improvements in AIRA^® to improve the accuracy of our risk predictions and to allow us to adjust in real-time as both macroeconomic and business conditions evolve. In addition to the ongoing updates in AIRA^®, in response to the increases in delinquencies and net charge-offs, during 2023, our management credit committee opted to tighten our underwriting criteria. As a result, for the year ended December 31, 2024, we declined approximately 39% more applications than we did in the year ended December 31, 2022. During 2024, we did not make any material changes to our underwriting criteria. In the beginning of 2025, we marginally unwound that tightening. At the same time as we were marginally loosening underwriting criteria, we have seen a decline in the credit quality of the applications dealerships send to us. This has resulted in us declining approximately 18% more applications in the year ended December 31, 2025 as compared to the year ended December 31, 2024. Further, although our management credit committee has not tightened our underwriting criteria in 2025, we have adjusted pricing of our loans in response to macroeconomic conditions and increased delinquencies and net charge-offs. This combination of credit monitoring and underwriting changes by our management credit committee and ongoing updates to AIRA^® allows us to continually adjust our credit appetite and we believe has driven credit out performance within our portfolio.

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Annualized Net Charge-off Rate

We define Annualized Net Charge-off Rate as the total amount of principal balance charged-off for loans held on balance sheet during the period, less any recoveries collected on all prior charged-off loans held on balance sheet during the same period, divided by the average outstanding principal balance during the period for loans held on balance sheet, annualized. Consistent with our charge-off policy, we charge-off loans when they reach 120 days past due. This metric is calculated using all loans held on balance sheet, regardless of whether they are classified as held for investment or held for sale. We measure Annualized Net Charge-off Rate to help us monitor credit losses in our portfolio. Our Annualized Net Charge-off Rate increased 95 basis points to 2.54% for the year ended December 31, 2024, as compared to the year ended December 31, 2023. Our Annualized Net Charge-off Rate increased 51 basis points to 3.05% for the year ended December 31, 2025, as compared to the year ended December 31, 2024. Increases have primarily been driven by the same macro trends as those that drove the increases in the 31+ Day Delinquency Rates. Although our Annualized Net Charge-Off Rate has increased, it has not increased at the same rate as our 31+ Day Delinquency Rate. As discussed in “31+ Day Delinquency Rate” as our weighted average AIRA^® has declined on more recent vintages, we have seen more early-stage delinquencies that do not advance further into later stage delinquencies. Despite those increases in delinquency and net charge-offs, our AIRA^® score has allowed us to generally outperform traditional lenders with respect to our target population. See the section titled “Business—The Lendbuzz Solution—Proprietary AI Algorithms and Machine Learning Models Driving Credit Outperformance” for more information on how our portfolio has performed similarly to the prime index despite serving a segment of the market that is traditionally considered non prime.

Components of Results of Operations

Revenue

Interest and fee income, net

We charge our consumers interest and fees on their loans with us and dealerships, to whom we provide floorplan lending, interest and fees on their loans with us. Interest and fee income, net, consists of the consumer interest and fee income, net (income from consumer interest income and fees plus amortized loan origination fees minus amortized direct origination costs), floorplan interest income and other interest income. Loan origination fees are fees we charge each consumer, which are included in the loan amount. Direct origination costs consist of a fee we pay to certain dealerships.

Interest and fee income, net is predominantly driven by the unpaid principal balance of loans held for investment and the yield generated on those loans. Loan origination fees, costs, premiums and discounts on loans held for investment are deferred and generally amortized into interest income as yield adjustments over the contractual life and/or commitment period using the effective interest method.

Ancillary product revenue, net

Ancillary product revenue, net consists primarily of the resale of guaranteed asset protection (“GAP”) waivers (a third-party insurance product), revenues resulting from the sale of vehicle service contracts (“VSCs”) by dealerships with which Lendbuzz is a partner, and the sale of global positioning systems (“GPS”) units. Collectively, these revenue streams are referred to as “ancillary products”. The price of GAP waivers, VSCs, and GPS units, if Lendbuzz charges for one, are included in the loan amount at the time of loan origination.

Gain on sale of loans, net

From time to time, we enter into whole loan sale agreements with institutional investors to sell portions of the loans we originate. We started entering into such agreements in March of 2022. Additionally, from time to time, we enter into securitization transactions where we transfer the credit risk to the investors in the notes and do not consolidate the trusts. Under either the whole loan sale agreements or non-consolidated securitization

transactions, we recognize a gain or loss on sale upon completion of such sales. The gain or loss is calculated as the difference between proceeds received, adjusted for initial recognition of servicing assets and liabilities obtained at the date of sale, and the carrying value of the loans sold.

Servicing income, net

We earn a specified fee from providing professional services to manage loan portfolios on behalf of our third-party loan owners. As discussed above in “Gain on sale of loans, net”, beginning in March 2022, we began entering into arrangements where we service the loans sold to third-party investors. Under the servicing agreements with our third-party loan owners and non-consolidated securitization investors, we are entitled to collect servicing fees on the loans that we service, which are paid monthly based upon an annual fixed percentage of the outstanding loan portfolio balance. Servicing income, net also includes fair value adjustments for servicing assets and servicing liabilities.

Operating Expenses

Provision for expected credit losses

Our Provision for expected credit losses consists of amounts charged against income during the period to maintain an allowance for credit losses on loans held for investment. We measure the allowance through consideration of past events, including historical experience, current macro environment conditions and reasonable and supportable forecasts. We measure current expected loan losses over the contractual terms of our loans. The contractual terms are adjusted for expected prepayments but are not extended for potential renewals or extensions. Our provision for credit losses in each period is driven by loan originations, loan sales, net charge-offs, and changes to our expectations for future credit losses. Loan originations, loan sales, net charge-offs and our expectations for future credit losses historically have fluctuated due to the changes in the macro-economy, inflation, and the overall consumer credit environment, and we expect them to continue to do so.

Funding costs

Funding costs primarily include interest we incur under our warehouse credit facilities, term credit facilities, and securitizations, all inclusive of debt issuance costs, premiums and discounts, to the extent applicable. We incur securitization-related interest expense when securitization transfers do not qualify as true sales pursuant to ASC Topic 810, Consolidation. Funding costs are dependent on market interest rates (such as U.S. Treasuries, SOFR or other representative alternative reference rates, commercial paper rates, and prime rates), interest rate spreads versus benchmark rates, the amount of warehouse capacity we can access, warehouse advance rates and the amount of loans we ultimately pledge to our warehouse facilities. Our interest expense has historically fluctuated due to changes in the interest rate environment, and we expect it will continue to fluctuate in future periods.

Change in fair value of other debt carried at fair value

Change in fair value of other debt carried at fair value consists primarily of changes in the fair value of the Company’s convertible debt and SAFE arrangements, which we have elected to carry at fair value within the consolidated balance sheet. We account for convertible debt issued pursuant to ASC Topic 470, Debt, and account for the SAFEs as a liability pursuant to ASC Topic 480, Distinguishing Liabilities from Equity. We have elected the fair value option under ASC Topic 825, Financial Instruments, for both. Under the fair value option, subsequent changes in fair value of our convertible debt and SAFEs are recognized within the Change in fair value of other debt carried at fair value line item.

Processing and servicing

Processing and servicing expense consists primarily of compensation, employee benefits, and stock-based compensation. Other processing and servicing costs include back-office services such as repossessions, transport

of vehicles and the cost of GPS units and the valuation allowance on loans classified as held-for-sale on our balance sheet. We expect processing and servicing expense will continue to grow in absolute dollars to support the business as it continues to grow but may fluctuate as a percentage of our Total revenue, net from period to period due to the timing and extent of these expenses.

Product development, technology and data science

Product development, technology, and data science expense consists primarily of the salaries, stock-based compensation, and personnel-related costs of our engineering, machine learning, and product employees, less capitalized costs. Other product development, technology and data science expenses include platform infrastructure and hosting costs, third-party data acquisition expenses, and expenses related to the maintenance of existing technology assets and our technology platform as a whole.

We expect that our product development, technology, and data science expense will increase in absolute dollars for the foreseeable future as we continue to invest in R&D efforts to enhance and update AIRA^®, develop new technology and enhance the functionality and capabilities of our internal team member, consumer and dealership platforms. Our product development, technology and data science expenses may fluctuate as a percentage of our Total revenue, net from period to period due to the timing and extent of these expenses. However, we expect that our product development, technology and data science expense will decline as a percentage of revenue over the long term.

Selling and marketing costs

Selling and marketing costs consist primarily of salaries, stock-based compensation and personnel-related costs of our sales and marketing teams. We plan to increase our investment in sales and marketing over the foreseeable future as we continue to hire additional personnel and expand our sales and marketing programs. Our sales and marketing costs may fluctuate as a percentage of our Total revenue, net from period to period due to the timing and extent of these expenses.

General, administrative, and other

General, administrative, and other expenses consist primarily of expenses related to our finance and accounting, legal and compliance, HR, and administrative personnel. General, administrative, and other expenses also include occupancy costs and fees paid for professional services, including legal, tax and accounting services, and amortization of internally developed software.

Following the completion of this offering, we expect to incur additional general, administrative, and other expenses as a result of operating as a public company. As a result, we expect the dollar amount of our general and administrative expenses to increase for the foreseeable future. However, we expect that our general and administrative expense will decrease as a percentage of our Total revenue, net as our revenue, net grows over the longer term, although our general and administrative expenses may fluctuate as a percentage of our revenue from period to period due to the timing and extent of these expenses.

Results of Operations

The following table summarizes our consolidated statements of operations for the periods indicated:


	For the Year Ended December 31,
($ in thousands)	2023		2024		2025
Revenue:
Interest and fee income, net	$	142,224	$	226,269	$	295,183
Ancillary product revenue, net		15,590		17,531		17,421
Gain on sale of loans, net		14,363		31,302		59,628
Servicing income, net		3,176		6,422		596

Total revenue, net	$	175,353	$	281,524	$	372,828

Operating expenses:
Provision for expected credit losses		30,358		51,505		82,258
Funding costs		59,029		93,780		109,240
Change in fair value of other debt carried at fair value		—		—		2,558
Processing and servicing		17,826		35,346		58,842
Product development, technology and data science		10,950		15,624		21,789
Selling and marketing costs		17,156		21,428		24,483
General, administrative, and other		22,719		29,966		37,296

Total operating expenses	$	158,038	$	247,649	$	336,466

Net income before taxes	$	17,315	$	33,875	$	36,362

Provision for income taxes		6,157		11,064		12,666

Net income	$	11,158	$	22,811	$	23,696


	For the Year Ended December 31,
	2023			2024			2025
	(as a percentage of total revenues)
Revenue:
Interest and fee income, net		81	%		81	%		79	%
Ancillary product revenue, net		9			6			5
Gain on sale of loans, net		8			11			16
Servicing income, net		2			2			0

Total revenue, net		100			100			100

Operating expenses:
Provision for expected credit losses		17			18			22
Funding costs		34			32			29
Change in fair value of other debt carried at fair value		—			—			1
Processing and servicing		10			13			16
Product development, technology and data science		6			6			6
Selling and marketing costs		10			8			7
General, administrative, and other		13			11			10

Total operating expenses		90			88			91

Net income before taxes		10			12			9

Provision for income taxes		4			4			3

Net income		6	%		8	%		6	%

Comparison of the Years Ended December 31, 2023, 2024 and 2025

Revenue

Interest and fee income, net


	For the Year Ended December 31,						2024 vs 2023					2025 vs 2024
($ in thousands)	2023		2024		2025		$ Change		% Change			$ Change		% Change
Interest and fee income, net	$	142,224	$	226,269	$	295,183	$	84,045		59	%	$	68,914		30	%

Interest and fee income, net increased 59% to $226.3 million for the twelve months ended December 31, 2024, compared to the prior year. Interest and fee income, net increased 30% to $295.2 million for the twelve months ended December 31, 2025, compared to the prior year. These increases were driven by both (1) an increase in loan balances and other interest-earning assets from growth in loan originations and (2) higher loan yields due to the amortization of older, lower priced collateral originated prior to the increase in interest rates in 2022 and 2023. Average interest-earning assets increased 24% and average yield increased by 86 basis points during the twelve months ended December 31, 2025, compared to the same period last year.

The table below presents the components of interest and fee income, net as of the twelve months ended December 31, 2023, 2024 and 2025:


	For the Year Ended December 31,								2024 vs. 2023						2025 vs. 2024
($ in thousands)	2023			2024			2025		$ Changes			% Change			$ Changes		% Change
Consumer interest income and fees	$	113,882		$	190,365		$	257,499	$	76,483			67	%	$	67,134		35	%
Loan origination fees		28,379			40,501			48,134		12,122			43			7,633		19
Direct origination costs		(5,282	)		(9,869	)		(16,732)		(4,587	)		87			(6,863)		70

Consumer interest and fee income, net	$	136,979		$	220,997		$	288,901	$	84,018			61	%	$	67,904		31	%

Floorplan interest income and fees		3,718			4,294			4,521		576			15			227		5
Other interest income and fees		1,527			978			1,761		(549	)		(36	)		783		80

Interest and fee income, net:	$	142,224		$	226,269		$	295,183	$	84,045			59	%	$	68,914		30	%

We structure our loan pricing such that similarly situated loans, based on the borrower’s risk profile and their state’s compliance rules, are generally charged the same APR. However, the components of the APR (interest income and loan origination fees) will vary based on the market conditions in the respective borrower’s market and the relevant compliance rules. During the year ended December 31, 2024 and 2025, we originated more loans without loan origination fees than we had in previous periods. As a result, the growth in interest and fee income, net from loan origination fees was slower than the overall growth in interest and fee income, net.

Our Direct Origination Costs consist of commissions paid to our dealerships. Our dealership network consists of dealerships of all sizes, from the very large mass market franchise dealerships to small single lot independent dealerships. For loans from independent dealerships, who the manufacturer’s captive finance companies do not partner with, we typically do not pay a commission. For loans from franchise dealerships, we typically pay a commission, as a percentage of the loan amount. From 2021 through the second quarter of 2025, the commissions paid to franchise dealerships have remained fairly consistent, but our percentage of loans originated from franchise dealerships has grown over time. As a result of the increased portion of loans originated through franchise dealerships, our Direct Origination Costs have grown faster than our overall growth. On average, we have paid approximately $540 per loan or 0.93% to acquire a customer as of December 31, 2025, $410 per loan or 0.68% as of December 31, 2024, and $300 per loan or 0.55% as of December 31, 2023.

Beginning in the third quarter of 2025, we began to lower the commissions we pay to franchise dealerships for certain customer segments. As a result, for the year ended December 31, 2025, Direct Origination Costs grew slower (70%) than they had for the year ended December 31, 2024 (94%).

The following table explains the above dollar change between the years ended December 31, 2023 and 2024 and the years ended December 31, 2024 and 2025, for each component of the interest and fee income, net, by presenting the extent to which the change is attributable to changes in the volume of our interest-bearing assets and the extent to which the change is attributable to changes in the interest rates related to these assets:


	For the Year Ended December 31,
	2024 vs. 2023									2025 vs. 2024
($ in thousands)	Volume			Rate			Total			Volume		Rate		Total
Consumer interest and fee income, net	$	72,099		$	11,919		$	84,018		$	54,039	$	13,865	$	67,904
Floorplan interest income and fees		(1,320	)		1,896			576			1,864		(1,637)		227
Other interest income and fees		190			(739	)		(549	)		444		339		783

Interest and fee income, net	$	70,969		$	13,076		$	84,045		$	56,347	$	12,567	$	68,914

The table below presents the components of the average outstanding interest-bearing asset balances for the indicated periods, and the respective interest and fee income, net and average yield:


	For the Year Ended December 31,
	2023							2024							2025
($ in thousands)	Average Balance⁽¹⁾		Interest & Fee Income		Average Yield⁽²⁾			Average Balance⁽¹⁾		Interest & Fee Income		Average Yield⁽²⁾			Average Balance⁽¹⁾		Interest & Fee Income		Average Yield⁽²⁾
Consumer auto loans	$	897,507	$	136,979		15.3	%	$	1,332,087	$	220,997		16.6	%	$	1,638,586	$	288,901		17.6	%
Floorplan auto loans		18,878		3,718		19.7			21,524		4,294		19.9			23,651		4,521		19.1
Other		85,300		1,527		1.8			105,807		978		0.9			141,500		1,761		1.2

Total Interest and fee income, net	$	1,001,685	$	142,224		14.2	%	$	1,459,418	$	226,269		15.5	%	$	1,803,737	$	295,183		16.4	%

(1)	Average balances are calculated using the simple average of the unpaid principal balance of each month-end during the period for loans and the simple average of the interest earning assets at each month-end during the period.

(2)	Average yield is calculated as the ratio between average balance and Interest and fee income, net, expressed as a percentage, annualized.

The interest and fee income from Floorplan loans for the year ended December 31, 2023 include a one-time M&A benefit of $0.07 million. See “Note 2—Summary of Significant Accounting Policies, Business Combinations” in our consolidated financial statements included elsewhere in this prospectus for a discussion of the Shamrock Acquisition. As part of that acquisition, we acquired $6.2 million of performing loans at a discounted purchase price of $3.9 million. Any collections on the loans in excess of the purchase price were accounted for as interest and fee income, net.

Ancillary product revenue, net


	For the Year Ended December 31,						2024 vs. 2023					2025 vs. 2024
($ in thousands)	2023		2024		2025		$ Changes		% Change			$ Changes		% Change
Ancillary product revenue, net	$	15,590	$	17,531	$	17,421	$	1,941		12	%	$	(110)		(1)	%

Ancillary product revenue, net increased by 12% to $17.5 million for the twelve months ended December 31, 2024, compared to the prior year. The increase was driven by increasing loan originations partially

offset by a lower percentage of consumers opting to purchase GAP waivers and by less revenue per consumer who purchased a GAP waiver. As a result of various changes in state and federal laws and regulations related to GAP waivers in 2023, we began providing pro rata refunds to consumers who pre-paid their loans. Ancillary product revenue, net decreased by 1% to $17.4 million for the twelve months ended December 31, 2025, compared to the prior year. This decrease was driven by lower fees generated from sales of GPS units during the twelve months ended December 31, 2025 compared to the same period last year, partially offset by the increase in revenue from the sale of GAP waivers as a result of increased originations over the same period, as well as the introduction of the VSC product in 2025.

Gain on sale of loans, net


	For the Year Ended December 31,						2024 vs 2023					2025 vs 2024
($ in thousands)	2023		2024		2025		$ Changes		% Change			$ Changes		% Change
Gain on sale of loans, net	$	14,363	$	31,302	$	59,628	$	16,939		118	%	$	28,326		90	%

Gain on sale of loans, net increased 118% to $31.3 million for the twelve months ended December 31, 2024, compared to the prior year. This increase was driven by an increase in both the profit we generate when we sell loans and the amount of loans sold. The profit we generate on loans sold has increased because (1) loans have been originated with higher pricing, (2) we have lowered the spread third-party investors require to participate in our loan sale programs, and (3) interest rates have declined from their recent peaks during in 2023 and 2024 while we increased or maintained our pricing levels. The total amount of outstanding principal balance of loans sold increased by 54% during the twelve months ended December 31, 2024, as we sold loans with total outstanding principal balance at time of sale of $648.5 million, compared to $422.2 million during the twelve months ended December 31, 2023. Gain on sale of loans, net increased 90% to $59.6 million for the twelve months ended December 31, 2025, compared to the same period last year. This increase was driven by a significant increase in the amount of loans sold during the twelve months ended December 31, 2025 compared to the same period last year. The total amount of outstanding principal balance of loans sold at the time of sale increased by 98% during the twelve months ended December 31, 2025, as we sold loans with total outstanding principal balances at the time of sale of $1,285.6 million, compared to $648.5 million during the twelve months ended December 31, 2024. Management increased its sale of loans to manage its balance sheet and liquidity, in response to an acceleration of growth during the year and market conditions related to the U.S. government’s rollout of tariffs.

Servicing income, net


	For the Year Ended December 31,						2024 vs. 2023					2025 vs. 2024
($ in thousands)	2023		2024		2025		$ Changes		% Change			$ Changes		% Change
Servicing income, net	$	3,176	$	6,422	$	596	$	3,246		102	%	$	(5,826)		(91)	%

Servicing income, net increased 102% to $6.4 million for the twelve months ended December 31, 2024, compared to the prior year. This increase was driven by increases in the unpaid principal balances of loans sold, on which we generate servicing fees, in the twelve months ended December 31, 2024, compared to the same period last year. Servicing income, net represented 2% of our Total revenue, net for the twelve months ended December 31, 2024. Servicing income, net decreased by 91% to $0.6 million for the twelve months ended December 31, 2025, compared to the same period last year. This decrease was driven by changes in the fair value of servicing rights maintained by us and partially offset by an increase in the servicing income earned due to unpaid principal balances of loans sold, on which we generate servicing fees. As of December 31, 2025, the unpaid principal balance we serviced for third-party investors was $1,621.6 million as compared to $859.4 million for the period ended December 31, 2024. While the unpaid principal balance of assets serviced for third-party investors increased as of the twelve months ended December 31, 2025 as compared to December 31, 2024, the assumptions utilized to assign a fair value to the servicing assets have changes as new assets were added to

the portfolio as a result of loan sales. Servicing assets related to loans sold in 2022 and 2023 which reflect lower default and prepay rates have amortized out of the servicing asset portfolio and were replaced with assets that include higher default and prepay rates that result in a lower asset value. The table below displays additional information related to our servicing fees, net:


	For the Year Ended December 31,								2024 vs. 2023						2025 vs. 2024
($ in thousands)	2023			2024			2025		$ Changes			% Change			$ Changes		% Change
Servicing income earned	$	6,467		$	13,860		$	26,958	$	7,393			114	%	$	13,098		95	%

Servicing rights fair value change - change in assumptions		(3,351	)		(7,581	)		(20,682)		(4,230	)		126	%		(13,101)		173	%
Servicing rights fair value change - net amortization and addition of unpaid principal balance of assets serviced for third-party investors		60			143			(5,680)		83			138	%		(5,823)		(4,072)	%

Servicing income, net	$	3,176		$	6,422		$	596	$	3,246			102	%	$	(5,826)		(91)	%

Operating Expenses

Provision for expected credit losses


	For the Year Ended December 31,						2024 vs. 2023					2025 vs. 2024
($ in thousands)	2023		2024		2025		$ Changes		% Change			$ Changes		% Change
Provision for expected credit losses	$	30,358	$	51,505	$	82,258	$	21,147		70	%	$	30,753		60	%

Provision for expected credit losses increased 70% to $51.5 million for the twelve months ended December 31, 2024, compared to the prior year. This increase was primarily driven by a 115% increase in net charge-offs. Provision for expected credit losses increased 60% to $82.3 million for the twelve months ended December 31, 2025, compared to the same period last year. This increase was primarily driven by a 40% increase in net charge offs, and an increase in expected credit losses in more recent vintages as a result of a potentially more challenging macro environment for consumer credit, and the decline in our weighted average AIRA^® of loans originated throughout 2024 and 2025. While the provision for expected credit losses has increased, since we use risk-based pricing, weighted average loan coupons have been increasing to offset the increase in expected credit losses. The impact of the drivers of this increase can be found in the line item “Change in provision due to other factors” within the table below displaying the activities in the allowance for expected credit provisions. Net charge-offs have increased due to the growth in Aggregate Originations and a higher Annualized Net Charge-off Rate from macroeconomic conditions and the industrywide normalization of consumer credit. See the section titled “Management’s Discussion and Analysis—Key Operating Metrics—31+ Day Delinquency” for more information on the impacts of the industry wide normalization of consumer credit on our business. See the section titled “Management’s Discussion and Analysis—Key Operating Metrics—Aggregate Originations” for a description of changes in origination mix over time.

The table below details activity in the allowance for expected credit losses:


	For the Year Ended December 31,									2024 vs. 2023						2025 vs. 2024
($ in thousands)	2023			2024			2025			$ Changes			% Change			$ Changes			% Change

Balance at the beginning of the period	$	18,622		$	32,669		$	46,234		$	14,047			75	%	$	13,565			42	%

Charge-offs		(33,654	)		(64,189	)		(92,539)			(30,535	)		91			(28,350)			44
Recoveries of charged-off receivables		17,400			29,302			43,698			11,902			68			14,396			49

Net charge-offs		(16,254	)		(34,887	)		(48,841)			(18,633	)		115			(13,954)			40

Change in provision due to portfolio size		9,331			11,472			4,793			2,141			23			(6,679)			(58)
Change in provision due to net charge-offs		16,254			34,887			48,841			18,633			115			13,954			40
Change in provision due to VSI⁽¹⁾		1,502			121			(1,040)			(1,381	)		(92	)		(1,161	)		(960	)
Change in provision due to other factors		3,214			1,972			24,205			(1,242	)		(39	)		22,233			1,127


Balance at end of period	$	32,669		$	46,234		$	74,192		$	13,565			42	%	$	27,958			60	%

CECL as a % of unpaid principal balance of loans held for investment		2.92	%		3.06	%		4.45	%

(1)

As part of our risk management efforts, we maintain a Vendor Single Interest, or VSI Insurance, program that provides coverage for credit losses on loans where the obligors failed to maintain their required auto insurance policy or where we were unable to repossess a vehicle on a loan that was in default. We have traditionally administered and funded the program through a third-party. Net costs for the program were accounted for in Processing and Servicing, and payments received from the third-party were treated as recoveries lowering net charge-offs and the allowance for expected credit losses. Beginning in 2023, we transitioned a portion of the program to internal management. In doing so, we included the costs of the internally managed program in the allowance for expected credit losses, net of any claims paid.

For a more detailed description of our provision for excepted credit losses, refer to “Note 4 — Loans Receivable and Allowance for Expected Credit Losses” in our consolidated financial statements included elsewhere in this prospectus. For information on the allowance methodology for each of our loan categories, refer to “Note 2 — Summary of Significant Accounting Policies” in our consolidated financial statements included elsewhere in this prospectus.

Funding costs


	For the Year Ended December 31,						2024 vs. 2023					2025 vs. 2024
($ in thousands)	2023		2024		2025		$ Changes		% Change			$ Changes		% Change
Funding costs	$	59,029	$	93,780	$	109,240	$	34,751		59	%	$	15,460		16	%

Funding costs increased 59% to $93.8 million for the twelve months ended December 31, 2024, compared to the same period last year. This increase was due to increased debt to fund loan origination growth, and a 33 basis points increase, driven by the amortization of older, lower priced debt facilities from before the increase in interest rates in 2022 and 2023. The cost of funds on debt financing transactions closed during the year ended December 31, 2024 was lower than debt financing transactions closed during the year ended December 31, 2023. Funding costs increased by 16% to $109.2 million for the twelve months ended December 31, 2025, as compared to the same period last year. This increase was due to increased debt to fund loan origination, partially offset by lower cost of funds. The average balance of debt outstanding, excluding SAFEs and convertible debt (classified

as Other debt carried at fair value on the consolidated balance sheet at December 31, 2025), increased 26% from December 31, 2024 to December 31, 2025. The average cost of funds on debt financing transactions during the twelve months ended December 31, 2025 was 64 basis points lower than average costs of funds for the twelve months ended December 31, 2024. The decrease in cost of funds was driven by a combination of (1) the amortization of older, higher cost debt facilities, (2) lower interest rates as a result of the Federal Reserve’s rate decreases, and (3) a decline in the spread we pay to investors and lenders. See the section titled “Interest rate sensitivity—Impact on excess spread” for more information on the cost of funds on our debt financing transactions since 2021.

The following table presents the components of the average outstanding debt balance, our funding costs, and cost of funds for the years indicated:


	For the Year Ended December 31,
	2023							2024							2025
($ in thousands)	Average Balance⁽¹⁾		Funding Costs		Cost of Funds⁽²⁾			Average Balance⁽¹⁾		Funding Costs		Cost of Funds⁽²⁾			Average Balance⁽¹⁾		Funding Costs		Cost of Funds⁽²⁾
Secured financing	$	296,131	$	27,203		9.2	%	$	356,194	$	34,797		9.8	%	$	476,792	$	38,033		8.0	%
Asset-backed term debt		392,440		21,949		5.6			737,183		49,109		6.7			941,391		61,426		6.5
Term financing		114,265		9,877		8.6			127,620		9,874		7.7			133,077		9,781		7.3

Funding costs	$	802,836	$	59,029		7.4	%	$	1,220,997	$	93,780		7.7	%	$	1,551,260	$	109,240		7.0	%

(1)	Average balances are calculated using the simple average of the outstanding debt balance of each month-end during the period.

(2)	Cost of Funds are calculated as the ratio between Funding Costs and Average Balance, expressed as a percentage, annualized.

Changes in fair value of other debt carried at fair value


	For the Year Ended December 31,						2024 vs. 2023			2025 vs. 2024
($ in thousands)	2023		2024		2025		$ Changes		% Change	$ Changes		% Change
Change in fair value of other debt carried at fair value	$	—	$	—	$	2,558	$	—	NM⁽¹⁾	$	2,558		NM⁽¹⁾

(1)	Not meaningful.

During the twelve months ended December 31, 2025, we recorded a fair value adjustment to the SAFEs that are included in the Other debt carried at fair value on the consolidated balance sheets and as such recognized an expense of $2.6 million. We did not have Other debt carried at fair value as of the twelve months ended December 31, 2024.

Processing and servicing


	For the Year Ended December 31,						2024 vs. 2023			2025 vs. 2024
($ in thousands)	2023		2024		2025		$ Changes		% Change	$ Changes		% Change
Processing and servicing	$	17,826	$	35,346	$	58,842	$	17,520	98%	$	23,496		66	%

Processing and servicing expense increased 98% to $35.3 million for the twelve months ended December 31, 2024, compared to the prior year. This increase was primarily due to volume driven increases in loan processing and servicing fees and personnel costs. For the twelve months ended December 31, 2024, loan processing and servicing fees such as collections services, vehicle titling and loan repossession services, increased by 178% to $18.8 million, personnel costs increased by 50% to $9.5 million, and ancillary product costs increased by 50% to $7.1 million, compared to the same period last year. Processing and servicing expense increased by 66% to $58.8 million for the twelve months ended December 31, 2025, compared to the same periods last year. This increase was primarily due

to volume driven increases in loan processing and servicing fees and personnel costs. For the twelve months ended December 31, 2025, loan processing and servicing fees such as collections services, vehicle titling and loan repossession services increased by 97% to $37.0 million and personnel costs increased 20% to $11.3 million. Also during the year ended December 31, 2025, an adjustment of $3.9 million was recorded in order to recognize held-for-sale loans at a fair value lower than their amortized cost.

Product development, technology, and data science


	For the Year Ended December 31,						2024 vs. 2023					2025 vs. 2024
($ in thousands)	2023		2024		2025		$ Changes		% Change			$ Changes		% Change
Product development, technology and data science	$	10,950	$	15,624	$	21,789	$	4,674		43	%	$	6,165		39	%

Product development, technology, and data science expense increased 43% to $15.6 million for the twelve months ended December 31, 2024, compared to the prior year. Personnel costs, net of compensation costs that were capitalized related to internally developed software, increased by 32% for the twelve months ended December 31, 2024, to $9.7 million compared to the same period last year. Personnel costs that relate to the creation of internally developed software increased by 44% to $7.8 million. Our data infrastructure, underwriting data provider, and platform hosting costs increased by 67% to $5.9 million. Product development, technology, and data science expense increased by 39% to $21.8 million for the twelve months ended December 31, 2025, compared to the same periods last year. Personnel costs, net of compensation costs that were capitalized related to internally developed software increased to $13.7 million, an increase of 40% compared to the same period last year. Personnel costs that relate to the creation of internally developed software and that were capitalized into property, equipment and software, net on the consolidated balance sheets, and are amortized into general administrative and other expense over the useful life of the developed software, increased by 34% to $10.4 million. Our data infrastructure, underwriting data provider, and platform hosting costs increased by 37% to $8.1 million.

Selling and marketing costs


	For the Year Ended December 31,						2024 vs 2023					2025 vs 2024
($ in thousands)	2023		2024		2025		$ Changes		% Change			$ Changes		% Change
Selling and marketing costs	$	17,156	$	21,428	$	24,483	$	4,272		25	%	$	3,055		14	%

Selling and marketing costs increased 25% to $21.4 million for the twelve months ended December 31, 2024, compared to the same period the prior year. Personnel costs, primarily driven by increases in personnel, within our sales and marketing functions increased 28% to $20.4 million for the twelve months ended December 31, 2024, compared to the same period last year. Selling and marketing costs increased by 14% to $24.5 million for the twelve months ended December 31, 2025, compared to the same period last year. Personnel costs, primarily driven by increases in personnel within our sales and marketing functions increased 15% to $23.4 million for the twelve months ended December 31, 2025, compared to the same period last year. In each year, the increases were driven by increased variable compensation tied to loan origination and increased sales and marketing personnel.

General administrative and other


	For the Year Ended December 31,						2024 vs 2023					2025 vs 2024
($ in thousands)	2023		2024		2025		$ Changes		% Change			$ Changes		% Change
General, administrative, and other	$	22,719	$	29,966	$	37,296	$	7,247		32	%	$	7,330		24	%

100

General, administrative, and other expenses increased 32% to $30.0 million for the twelve months ended December 31, 2024, compared to the same period the prior year. Personnel costs increased 41% to $11.2 million and professional fees increased 28% to $5.3 million for the twelve months ended December 31, 2024, compared to the same period last year. These increases were driven by increases in headcount as we continue to grow our back office and increase the size and scale of our organization. Amortization of internally developed software increased by 56% to $4.8 million for the year ended December 31, 2024. General, administrative, and other expense increased by 24% to $37.3 million for the twelve months ended December 31, 2025, compared to the same periods last year. Personnel costs increased by 22% to $13.6 million, and other general and administrative costs increased 18% to $16.1 million for the twelve months ended December 31, 2025, compared to the same period last year. Similar to the prior year, these increases were driven by increased back office costs as we continue to support the growth of the organization. Amortization of internally developed software increased 47% to $7.0 million for the year ended December 31, 2025.

Provision for Income Taxes

Our provision for income taxes consists of U.S. federal and state income taxes and Israeli income taxes. All Israeli related tax expense are due to transfer pricing between our U.S. and Israel locations. For the twelve months ended December 31, 2023, December 31, 2024 and December 31, 2025 we recorded income tax expense of $6.2 million, $11.1 million and $12.7 million, respectively. Income taxes were primarily attributable to tax expense associated with our profitability in jurisdictions where separate filings are required.

Return on Average Assets and Average Equity

The table below reflects the return on average assets and average equity for the years ended December 31, 2023, 2024 and 2025:


	For the Year Ended December 31,
	2023								2024								2025
($ in thousands)	Average Balance⁽³⁾		Revenue/ (Expense)			%⁽⁴⁾			Average Balance⁽³⁾		Revenue/ (Expense)			%⁽⁴⁾			Average Balance⁽³⁾		Revenue/ (Expense)			%⁽⁴⁾
Consumer Auto loans	$	897,506	$	136,979			15.3	%	$	1,332,087	$	220,997			16.6	%	$	1,638,586	$	288,901			17.6	%
Floorplan		18,878		3,718			19.7			21,524		4,294			19.9			23,651		4,521			19.1
Other		85,300		1,527			1.8			105,807		978			0.9			141,500		1,761			1.2	%

Interest and fee income, net	$	1,001,684	$	142,224			14.2	%	$	1,459,418	$	226,269			15.5	%	$	1,803,737	$	295,183			16.4	%

Ancillary product revenue, net		NA		15,590			NA			NA		17,531			NA			NA		17,421			NA
Gain on sale of loans, net		NA		14,363			NA			NA		31,302			NA			NA		59,628			NA
Servicing fees, net		NA		3,176			NA			NA		6,422			NA			NA		596			NA

Total revenue, net	$	1,001,684	$	175,353			17.5	%	$	1,459,418	$	281,524			19.3	%	$	1,803,737	$	372,828			20.7	%

Secured financing		296,131		(27,203	)		(9.2	)		356,194		(34,797	)		(9.8	)		476,792		(38,033	)		(8.0	)
Asset-backed term debt		392,440		(21,949	)		(5.6	)		737,183		(49,109	)		(6.7	)		941,391		(61,426	)		(6.5	)
Term financing		114,265		(9,877	)		(8.6	)		127,620		(9,874	)		(7.7	)		133,077		(9,781	)		(7.3	)
Equity financing		198,848		NA			NA			238,421		NA			NA			252,477		NA			NA

Funding costs	$	1,001,684	$	(59,029	)		(5.9	)%	$	1,459,418	$	(93,780	)		(6.4	)%	$	1,803,737	$	(109,240	)		(6.1	)%

Provision for expected credit losses	$	1,001,684	$	(30,358	)		(3.0	)%	$	1,459,418	$	(51,505	)		(3.5	)%	$	1,803,737	$	(82,258	)		(4.6	)%

Excess spread⁽⁵⁾	$	1,001,684	$	85,965			8.6	%	$	1,459,418	$	136,239			9.3	%	$	1,803,737	$	181,330			10.1	%

Other expenses⁽¹⁾		NA		(74,807	)		NA			NA		(113,428	)		NA			NA		(157,634	)		NA
Other assets⁽²⁾		6,596		NA			NA			18,719		NA			NA			82,630		NA			NA

Return on average assets	$	1,008,280	$	11,158			1.1	%	$	1,478,137	$	22,811			1.5	%	$	1,886,367	$	23,696			1.3	%

Return on average equity	$	182,495	$	11,158			6.1	%	$	215,108	$	22,811			10.6	%	$	246,991	$	23,696			9.6	%

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(1)	Other expenses include the following: change in fair value of other debt carried at fair value; processing and servicing costs; product development, technology, and data science; selling and marketing costs; general, administrative, and other; provision for income taxes.

(2)	Other assets include the following: non-interest-bearing cash; restricted cash; property; equipment and software, net; allowance for expected credit losses; deferred tax asset; other assets.

(3)	Average balances are calculated using the simple average of the unpaid principal balance of each month-end during the period for loans, and the simple average of the interest earning assets or outstanding debt balance at each month-end during the period.

(4)	Percentages are calculated as the ratio between revenue / (expenses) and average balance, expressed as a percentage, annualized.

(5)	Excess spread is calculated with both debt and equity financing incorporated.

Liquidity and Capital Resources

Sources and Uses of Funds

We finance our operating and capital needs through the sale of equity and debt securities, borrowings from debt facilities, third-party loan sale arrangements, asset-backed securitization transactions, and cash flows from operations.

From inception, through December 31, 2022, we raised approximately $148 million in paid-in-capital from sales of equity securities. These sales were primarily in the form of preferred stock. During the year ended December 31, 2023, we raised $27 million in paid-in-capital from sales of preferred stock. We did not raise paid-in-capital from sales of preferred stock in 2024 or 2025. See “Note 10—Convertible Preferred Stock” in our consolidated financial statements included elsewhere in this prospectus for additional details.

In the second quarter of 2025, we entered into Simple Agreements for Future Equity, or SAFEs, with investors in an aggregate purchase amount of $17.1 million. Additionally, in the second quarter of 2025, we entered into subordinated convertible loan agreements with existing investors for an aggregate principal amount of $16.7 million. See “—Convertible Financings” below for additional details.

We regularly analyze and monitor our liquidity needs and strive to maintain excess liquidity and access to diverse funding sources to continue to achieve our overall liquidity objectives. We are focused on building a diverse liquidity structure to maintain sufficient liquidity and to access the most economical funding channels, especially in various economic climates. This includes working with various lending institutions and broker dealerships to create a diversified platform that includes warehouse credit facilities, term credit facilities, securitizations, and third-party loan sales arrangements.

We define our liquidity risk as the risk that we are unable to achieve any or all of the following:

•

Originate loans at our current growth rates, or at all;

•

Sell our loans at favorable prices, or at all;

•

Meet our minimum capital requirements under our warehouse lines of credit;

•

Meet our contractual obligations as they become due;

•

Increase or extend the maturity of our warehouse line of credits;

•

Execute securitizations and/or other private term debt financings; and

•

Make future investments in the necessary technological and operating infrastructure to support our business.

For the years ended December 31, 2023, 2024, and 2025, we were profitable and generated positive free cash flow. As such, our free cash flows are sufficient to fund our business and we do not require the sale of equity securities in order to continue operations. Any sale of equity and debt securities was completed in order to manage our investor base and provide additional capital and liquidity for growth, flexibility and risk management. We fund our growth in loan originations through our debt facilities, asset-backed securitization

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transactions, or Securitizations, private term debt financings, and our third-party loan sale arrangements. We believe that our existing cash balance, anticipated positive free cash flows, access to the securitization and private term debt markets, and available borrowing capacity under our credit facilities will be sufficient to meet our anticipated cash operating expense and capital expenditure requirements through at least the next 12 months. We do not have any significant unused sources of liquid assets.

Warehouse Credit Facilities

Through bankruptcy remote special purpose vehicles, or SPVs, which Lendbuzz considers VIEs, we enter into warehouse credit facilities with certain lenders to finance the origination of our loans. Each SPV enters into a credit and loan security agreement with a national banking association. Borrowings under these agreements are referred to as secured financing and generally the proceeds from the borrowings may only be used for the purposes of facilitating loan funding and origination, with advance rates generally ranging from 84.1% - 95.0% of the total collateralized balance. The lenders generally do not have recourse against the credit of Lendbuzz. These facilities have a revolving borrowing period, followed by an amortization period. During the revolving borrowing period, the ability to continue to revolve is based on covenant compliance with each respective lender. During the amortization period, the facilities enter rapid amortization, where all cash proceeds, after payment of fees and expenses of the servicer and third parties and debt service, are used to pay down the outstanding debt. As the facilities amortize under their rapid amortization features, our effective advance rate declines. To minimize the effect of the rapid amortization, once a facility has entered its amortization period, we actively try to incorporate the collateral within the facility into a new warehouse facility, a new term credit facility, or a new securitization in order to prepay the facility.

Borrowings under these warehouse credit facilities bear interest, payable monthly, at an annual benchmark rate of SOFR or commercial paper, plus a spread. In addition, these agreements require payment of a monthly unused commitment fee on the undrawn portion available. These warehouse credit facilities mature between the third quarter of 2026 and the fourth quarter of 2027.

These agreements contain certain customary negative covenants and financial covenants including maintaining certain levels of liquidity, leverage, and tangible net worth. As of the years ended December 31, 2023, 2024, and 2025, we were in compliance with all applicable covenants in the agreements.

Corporate Financing

The Company maintains a $75.0 million committed line of credit and a $50.0 million uncommitted line of credit with a national banking association intended to be used for working capital and general corporate purposes, for which the maturity date is March 2027 and September 2026, respectively. The facilities are secured by the assets of our standalone parent entity and our licensed loan originating entity Lendbuzz Funding, LLC. The facilities have initial revolving periods of 24 months, and bear interest at a rate of SOFR + 4%. The committed facility also requires payments of an unused commitment fee on the undrawn portion available. Each agreement contains certain customary negative covenants and financial covenants including maintaining certain levels of liquidity and interest coverage.

Repurchase Agreements

The Company periodically enters into repurchase agreements (“Repo Agreements”) with its existing lenders, allowing it to borrow against certain of its retained bonds from its consolidated and unconsolidated securitizations that have been pledged to the lender. The purchase price of each of the agreements are accounted for as debt and included within the Secured Financing, net financial statement line item due to the agreements’ mandatory repurchase obligation. Under the Repo Agreements, since the Company’s counterparties have purchased the collateral, they have the right to sell or repledge the collateral. The Repo Agreements allow for the simultaneous repurchase and resale of the bonds as of the maturity date, often referred to as “rolling the maturity.” As of December 31, 2024 and December 31, 2025, the assets sold under repurchase agreements

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consisted of $52.6 million and $66.4 million, respectively, of retained bonds from the Company’s securitizations. Additionally, proceeds received net of paydowns under mandatory repurchase agreements were $41.0 million and $5.7 million during the years ended December 31, 2024 and 2025, respectively. The Repo Agreements are generally set to mature within 90 days.

The aggregate revolving committed amount under our secured financing program was $1,095.0 million and $1,049.4 million as of December 31, 2024 and 2025, respectively. The aggregate revolving uncommitted amount was $125.0 million and $175.0 million as of December 31, 2024 and 2025, respectively. The table below displays the change in secured financing, net for the years ended December 31, 2024 and 2025:


	For the Year Ended December 31,
($ in thousands)	2024			2025
Principal opening balance	$	424,900		$	488,234
Repayments		(1,451,137	)		(1,679,203	)
Borrowings		1,514,471			1,973,169

Principal closing balance	$	488,234		$	782,200

Accrued interest opening balance		3,114			3,333
Interest payments		(32,023	)		(33,518	)
Interest expense		32,242			33,903

Accrued interest closing balance	$	3,333		$	3,718

Deferred financing fees opening balance		(4,587	)		(6,697	)
Capitalizations		(4,649	)		(3,008	)
Amortizations		2,539			3,082

Deferred financing fees closing balance	$	(6,697	)	$	(6,623	)

Secured financing, net opening balance	$	423,427		$	484,870
Secured financing, net closing balance		484,870			779,295

Term Credit Facility

During 2022, through an SPV, we entered into a term credit facility via a credit and loan security agreement with a national banking association. Borrowings under this facility are referred to as term financing and the proceeds from the borrowings may only be used to fund loans originated by our platform. The advance rates on the facility at the dates of funding range from 80.0% - 82.0% of the total collateralized balance. The creditor does not have recourse against the general credit of Lendbuzz and the underlying collateral of the SPV may only be used to settle the obligations of the SPV. As the underlying collateral amortizes, the facility amortizes pro-rata, until the amount of over collateralization reaches a minimum amount. After reaching the minimum over collateralization, the facility amortizes sequentially, maintaining the minimum over collateralization. The facility includes customary collateral covenants, which would cause the facility to enter rapid amortization.

Borrowings under the term credit facility bear interest at a commercial paper rate plus a spread. Interest is payable monthly. During the year ended December 31, 2024, we paid down $63.5 million, transferred $101.8 million of collateral into the facility, and borrowed $86.0 million. During the year ended December 31, 2025, we transferred $358.8 million of collateral into the facility, borrowed $283.8 million, and paid down $345.7 million. Subsequent to December 31, 2025, we paid down $9.2 million, transferred $150.5 million of collateral into the facility and borrowed $119.6 million.

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The below table presents the change in the term credit facilities for the years ended December 31, 2024 and 2025:


	For the Year Ended December 31,
($ in thousands)	2024			2025
Principal opening balance	$	95,633		$	118,130
Repayments		(63,489	)		(345,731	)
Borrowings		85,986			283,850
Change in fair value		—			—

Principal closing balance	$	118,130		$	56,249

Accrued interest opening balance		659			722
Interest payments		(9,371	)		(9,675	)
Interest expense		9,434			9,258

Accrued interest closing balance	$	722		$	305

Deferred financing fees opening balance		(155	)		(211	)
Capitalizations		(300	)		(321	)
Amortizations		244			454

Deferred financing fees closing balance	$	(211	)	$	(78	)

Term credit facility, net opening balance	$	96,137		$	118,641
Term credit facility, net closing balance		118,641			56,476

Asset-Backed Term Debt, net (“Asset-Backed Securitizations” or “ABS”)

During 2021, we launched an asset-backed securitization program, for which we sponsor and establish trusts, which are deemed to be variable interest entities, or VIEs, to purchase loans originated by our platform. Securities issued from our ABS program are senior or subordinated based on the waterfall criteria of distributions to each security class. The subordinated residual interests (the residual certificates described below) issued from these transactions are the first to absorb loan losses in accordance with the waterfall criteria. The maturity of the notes issued by these ABS various trusts occurs upon either the prepayment of the notes under permitted rights of the certificate holders or full payment of the loan collateral held in the trusts. For these VIEs, the securityholders have no recourse to the general credit of Lendbuzz and the liabilities of the VIEs can only be settled by the respective VIEs’ assets. Additionally, the assets of the VIEs can be used only to settle obligations of the VIEs.

We consolidate certain securitization trusts in which we have a variable interest and are deemed to be the primary beneficiary. See “Note 2—Summary of Significant Accounting Policies – Principles of Consolidation” in our consolidated financial statements included elsewhere in this prospectus for further discussion of our consolidation policy.

Alternately, we create trusts that transfer the credit risk associated with loans which we do not consolidate. To comply with Dodd-Frank Risk Retention rules, we retain a portion of each class of notes and residual certificates issued by the securitization trust. We also have continuing, non-controlling involvement with the trusts as the servicer. As servicer, we have the power to perform the activities which most impact the economic performance of the VIE. However, since we hold an insignificant financial interest in the trusts, we are not the primary beneficiary. Our maximum exposure to loss as a result of our involvement with the nonconsolidated VIEs is limited to our investment. There are no liquidity arrangements, guarantees or other commitments by third parties that may affect the fair value or risk of our variable interests in non-consolidated VIEs.

As of December 31, 2024 and December 31, 2025, we had six and eight consolidated VIEs, respectively, on our consolidated balance sheets. As of December 31, 2024 and December 31, 2025, we served as servicer for a securitization transaction that we created and sponsored but such securitization transaction was not consolidated

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as of December 31, 2024 and December 31, 2025. The securitization transaction initially closed in April 2023 but was not deconsolidated until June 2023. During the year ended December 31, 2024, we entered into and served as servicer for an additional securitization transaction, which was not consolidated as of December 31, 2024. During the year ended December 31, 2025, we closed five securitization transactions. Lendbuzz serves as the servicer for each of these transactions. Three of the five securitization transactions that occurred during the year ended December 31, 2025 are not consolidated by Lendbuzz.

The following tables present the aggregate carrying value of financial assets and liabilities from our consolidated VIEs:


($ in thousands)	Assets		Liabilities		Net Assets
December 31, 2024
Secured financing, net	$	499,962	$	393,356	$	106,606
Term credit facility, net		144,141		118,641		25,500
Asset-backed term debt, net		901,473		774,863		126,610
Other		—		67		(67	)

Total consolidated VIEs	$	1,545,576	$	1,286,927	$	258,649


	Assets		Liabilities		Net Assets
December 31, 2025
Secured financing, net	$	770,841	$	607,609	$	163,232
Term credit facility, net		75,510		56,476		19,034
Asset-backed term debt, net		928,510		805,759		122,751
Other		250		102		148

Total consolidated VIEs	$	1,775,111	$	1,469,946	$	305,165

Whole Loan Sales

In March 2022 we began selling whole loans to institutional investors to expand our committed capital sources, diversify our liquidity and reduce our reliance on the securitization markets. As part of these agreements, we agree to sell a minimum amount of our loan originations, subject to certain eligibility criteria and minimum and maximum volumes. Additionally, during the year ended December 31, 2025, we entered into three transactions in which we sold individual pools of loans. For the years ended December 31, 2024 and 2025, we sold loans with unpaid principal balances at the time of sale of $595.9 million and $1,036.0 million.

Convertible Financings

SAFEs

During April, May, and June 2025, we entered into several SAFEs with substantially similar terms with various investors (the “SAFE investors”) for an aggregate purchase amount of $17,050,000. Under the terms of the SAFEs, the SAFE investors have the right to convert their purchase amount into certain shares of the Company, upon the occurrence of certain events. These events include, among others (each, a “Conversion Event”):

a preferred stock financing by the Company, in which the SAFE investors have the right, but not the obligation, to convert the entire purchase amount of the SAFE, in full (and not in part), into the same class and series of equity securities issued in such financing;

a Qualified IPO, defined as an initial public offering on the New York Stock Exchange or Nasdaq, which yields at least $100 million net proceeds to the Company at a price per share which is at least equal to the Series D-1 Original Issue Price (as defined in our existing certificate of incorporation), in which the SAFE investors’ purchase amounts will automatically convert into the number of shares of common stock to be sold in such IPO equal to the purchase amount of the relevant SAFE divided by

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the lower of the initial public offering price, as discounted based on the timing of our IPO, and the price per share calculated by dividing $2.0 billion by our IPO capitalization (the “IPO Price”);

a Non-Qualified IPO, which includes special purpose acquisition companies (“SPACs”) and direct listings and initial public offerings that do not qualify for a Qualified IPO, in which SAFE investors have the right, but not the obligation, to convert the entire purchase amount of the SAFE, in full (and not in part), into the number of shares of common stock to be sold in such IPO equal to the purchase price divided by the IPO Price; and

a SAFE remaining outstanding at April 30, 2028, or at April 30, 2035, in which case SAFE investors will have the right, but not the obligation, at April 30, 2028, to convert their purchase amount, or will have their purchase amount automatically converted at April 30, 2035, into either (i) the most senior class or series of shares at such date, at a price per share equal to the lowest price per share paid for such securities or (ii) shares of our Preferred D-1 Stock, at the Series D-1 Original Issue Price.

In the case of a Conversion Event constituting a preferred stock financing or a Non-Qualified IPO, the SAFE investors holding greater than 50% of the total purchase amount of all then outstanding SAFEs may elect to convert the entire purchase amount of all SAFEs then outstanding. In some cases, if the majority SAFE Investors agree to certain amendments to the terms of any Conversion Event, a SAFE investor may, with 10 days notice of such amendment, elect to convert their purchase amount into shares of Preferred D-1 Stock of the Company, at the Series D-1 Original Issue Price.

The SAFEs will terminate upon an occurrence of a Conversion Event. If this offering does not constitute a Qualified IPO and SAFE investors, or the majority SAFE investors, do not elect to convert their purchase amount into common stock, the SAFEs will remain outstanding until the time of a subsequent Conversion Event.

During the year ended December 31, 2025, we recorded a fair value adjustment to the SAFEs of $2.6 million, increasing the initial fair value of $16.9 million to $19.5 million.

Convertible Loans

In May and June 2025, we entered into Subordinated Unsecured Convertible Loan Agreements (the “Convertible Loan Agreements”) with substantially similar terms with certain investors (the “CLA investors”) who agreed to provide subordinated convertible loans (the “convertible loans”) in the aggregate amount of $16,725,000 to us. The convertible loans mature on May 12, 2030, in the case of $15,000,000 of the aggregate principal amount thereof, and May 29, 2030, with respect to $1,725,000 of the aggregate principal amount thereof (each such date, a “Maturity Date”). The convertible loans bear interest at a rate of 10% per annum, non-compounded, which is paid on a quarterly basis, until the convertible loans are converted or repaid in full in accordance with the terms of the applicable Convertible Loan Agreement. In the event that we fail to make any payment due under the Convertible Loan Agreements, interest will accrue on a compounded, quarterly basis and the overdue amount will bear an additional 2% of interest until any such overdue amount is paid in full. Upon the occurrence of certain events, the CLA investors have the right to have the outstanding amounts under the convertible loans converted. These events, include, among others:

a preferred stock financing by the Company, in which the CLA investors have the right, but not the obligation, to convert the outstanding balance of the convertible loan, in full (and not in part), into the same class and series of equity securities issued in such financing;

in the event of an IPO, defined as any initial public offering on a nationally or internationally recognized securities exchange, a SPAC transaction or a direct listing, the CLA investors have the right to convert all or any portion of the outstanding amount under the convertible loan into shares of the Company’s common stock to be offered in the IPO at the lower of the initial public offering price and the price per share equal to $2.0 billion divided by our IPO capitalization. If a CLA investor chooses not to convert all or a portion of their convertible loans, they may elect to receive a cash payment for the outstanding balance at such time or continue to hold until the applicable Maturity Date; and

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the applicable Maturity Date, at which time the CLA investors have the right, but not the obligation, to elect to convert all or any portion of the outstanding balance under the convertible loans, into either (i) the most senior class or series of shares at the Maturity Date, at a price per share equal to the lowest price per share paid for such securities or (ii) shares of Preferred D-1 Stock of the Company, at the Series D-1 Original Issue Price (as defined therein) and the remaining amount, if any, will become immediately due and payable by the Company.

The convertible loans are subordinated to all of our senior indebtedness, including, without limitation our line of credit agreement. In addition, the convertible loans contain certain covenants. In particular, if we raise additional capital via convertible securities in excess of $70.0 million, including via SAFEs, we must obtain the written consent of OG Tech Ventures International (II) Limited, one of the investors in the convertible loans. In addition, if we issue any convertible securities prior to the earliest to occur of three years after the date of each Convertible Loan Agreement, an IPO or certain other events specified therein with terms more favorable than those in the Convertible Loan Agreements, the investors will have the right to cause the Company to amend and restate their Convertible Loan Agreements to be identical to such subsequent convertible securities.

This offering is our initial public offering and will constitute an IPO under the Convertible Loan Agreements. If the CLA investors do not elect to convert their convertible loans into common stock, the convertible loans will remain outstanding until the time of a subsequent conversion event or maturity.

Cash Flow

The following table summarizes our cash flows for the periods presented:


	For the Year Ended December 31,
($ in thousands)	2023			2024			2025
Net cash provided by operating activities	$	57,442		$	80,798		$	10,389
Net cash used in investing activities		(402,842	)		(440,227	)		(219,267	)
Net cash provided by financing activities		341,145			397,862			281,095

Our cash is held for working capital purposes and originating loans. Our restricted cash represents collections held for our warehouse lines of credit, term credit facilities, securitizations and third-party loan buyers. Restricted cash is distributed monthly to pay servicing fees, interest expense, required principal payments, and any amount due to whole loan buyers with any excess amounts returned to us. We believe that our existing cash balance, anticipated positive cash flows from operations, excluding the impact of activity related to held for sale receivables, expected securitizations and other term financings, and available borrowing capacity under our credit facilities will be sufficient to meet our anticipated cash operating expense and capital expenditure requirements through at least the next 12 months. Our future capital requirements will depend on many factors, including loan origination growth, loan sales, availability and cost of securitizations and other term financings, current line of credit capacity and growth in that capacity, and investment in technology product enhancements and research and development. We may, in the future, enter into arrangements to acquire or invest in complementary businesses, services and technologies, including intellectual property rights. We may be required to seek additional equity or debt financing. In the event that we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, operations and financial condition.

Operating Activities

Cash flows provided by operating activities primarily include net income or losses adjusted for (1) non-cash items included in net income or loss, including provision for expected credit losses, depreciation and amortization expense, fair value adjustments, net, stock-based compensation expense, and deferred tax provision, net, (2) changes in the balances of operating assets and liabilities including interest and fee receivables, deferred

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origination fees and costs, and servicing assets, which can vary significantly in the normal course of business due to the amount and timing of various payments, and (3) the impact of originations, collections and proceeds from sales of loans originated as held-for-sale.

For the twelve months ended December 31, 2023, 2024 and 2025, our net cash provided by operating activities was $57.4 million, $80.8 million, and $10.4 million, respectively. The Company originated loans as held-for-sale for the first time in 2025 and the impact of the originations net of the cash collected and proceeds from the sale of these receivables contributed to an increase in cash used in operating activities for the year ended December 31, 2025, as compared to activities in the year ended December 31, 2024.

Investing Activities

Our investing activities consist primarily of loan origination of loans originated as held for investment, loan repayments of loans originated as held for investment, loan sales of loans originated as held for investment, as well as capital expenditures and capitalized software. Capitalization of system development costs may vary from period to period due to the timing of the expansion of our operations, the increase in employee headcount and the development cycles of our system development.

For the twelve months ended December 31, 2023, our net cash used in investing activities was $402.8 million.

For the twelve months ended December 31, 2024, our net cash used in investing activities was $440.2 million. The increase in cash used in investing activities for the twelve months ended December 31, 2024 as compared to the prior year was primarily due to the increase in disbursements on origination of consumer auto loans of $423.2 million, and was partially offset by an increase in repayment of consumer auto loan principal of $154.1 million, and in proceeds from loan sales of $232.5 million.

For the twelve months ended December 31, 2025, our net cash used in investing activities was $219.3 million. The decrease in cash used in investing activities for the twelve months ended December 31, 2025 as compared to the same period last year was primarily due to an increase in proceeds from loan sales of $435.5 million and repayment of consumer auto loan principal of $156.3 million. This was partially offset by an increase in disbursements on origination of held-for-investment consumer auto loans of $371.8 million.

Financing Activities

For the twelve months ended December 31, 2023, our net cash provided by financing activities was $341.1 million, primarily driven by (1) the sale of $27.1 million of Series D-1 preferred stock, net of deal costs and (2) $313.1 million net increase in borrowings from warehouse lines of credit, term credit facilities, and securitizations.

For the twelve months ended December 31, 2024, our net cash provided by financing activities was $397.9 million, primarily driven by $397.3 million net increase in borrowings from warehouse lines of credit, term credit facilities, and securitizations, net of deal costs.

For the twelve months ended December 31, 2025, our net cash provided by financing activities was $281.1 million, primarily driven by $246.9 million in net borrowings from warehouse lines of credit, term credit facilities, and securitizations, net of deal costs, and $33.8 million of proceeds from the SAFEs and Convertible Loan transactions.

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Non-GAAP Financial Metrics

In addition to Total revenue, net, net income, and other results presented in accordance with generally accepted accounting principles, or GAAP, the following table sets forth non-GAAP financial measures management utilizes to evaluate our business:


	For the Year Ended December 31,
($ in thousands)	2023		2024		2025
Adjusted EBITDA⁽¹⁾	$	25,455	$	44,365	$	53,009
Adjusted EBITDA-FVO⁽²⁾	$	63,151	$	114,611	$	126,599
Adjusted Net Income⁽³⁾	$	16,102	$	28,099	$	32,713
Adjusted Revenue-FVO⁽⁴⁾	$	201,154	$	338,598	$	413,499

(1)

We define Adjusted EBITDA, a non-GAAP measure, as GAAP net income, adjusted to exclude (1) depreciation and amortization, (2) stock-based compensation expense, (3) provision for income taxes, (4) a one-time revenue benefit from an M&A transaction and (5) Change in fair value of other debt carried at fair value.

(2)	We define Adjusted EBITDA-FVO, a non-GAAP measure, as Adjusted EBITDA, further adjusted to reflect the impact that the adoption of the fair value option, or FVO, on our consumer auto loan receivables would have.

(3)	We define Adjusted Net Income, a non-GAAP measure, as net income adjusted to exclude stock-based compensation expense, a one-time tax adjusted revenue benefit from an M&A transaction and change in fair value of other debt carried at fair value.

(4)	We define Adjusted Revenue-FVO, a non-GAAP measure, as Total revenue, net adjusted to reflect the impact that the adoption of the fair value option, or FVO, on our consumer auto loan receivables would have.

Adjusted EBITDA and Adjusted EBITDA-FVO

Adjusted EBITDA

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Adjusted EBITDA-FVO

Adjusted EBITDA-FVO, a non-GAAP measure, is a measure used by management to evaluate our operating performance with comparable companies that have elected the fair value option, or FVO, when accounting for loan receivables. Since we have not elected FVO, as permitted under US GAAP, our loans receivables are carried at amortized cost, which is reduced by CECL as of the balance sheet date. Under FVO, loan origination fees and costs are recognized in earnings as incurred, as opposed to being deferred and amortized over the life of the loan. Additionally, the initial fair value measurement and any subsequent changes in fair value are recorded into earnings in the period in which the change occurs. Management believes Adjusted EBITDA-FVO provides a useful measure for period-over-period comparisons of our business, as it removes the effect of certain non-cash items and a one-time M&A benefit that are not indicative of our core operating performance or results of operations and incorporates the impact of adopting FVO. By using this metric, we can more closely evaluate our earnings when compared to companies with similar business models who have elected FVO.

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The following table reconciles net income, the most directly comparable GAAP measure, to Adjusted EBITDA and Adjusted EBITDA-FVO for the time periods indicated.


	For the Year Ended December 31,
($ in thousands)	2023			2024			2025
Net income	$	11,158		$	22,811		$	23,696
Non-GAAP adjustments
Depreciation and amortization		3,224			5,203			7,630
Stock-based compensation expense		4,990			5,290			6,459
Provision for income taxes		6,157			11,064			12,666
One-time M&A benefit		(74	)		(3	)		—
Change in fair value of other debt carried at fair value		—			—			2,558

Adjusted EBITDA	$	25,455		$	44,365		$	53,009

Impact of adopting FVO on Consumer Auto Loan Receivables⁽¹⁾		37,696			70,246			73,590

Adjusted EBITDA-FVO	$	63,151		$	114,611		$	126,599

(1)	See the section titled “—Consumer Loan Receivables Accounting Policy Elections and Adjusted EBITDA-FVO” for details of impact of adopting FVO on Consumer Auto Loan Receivables.

Adjusted Net Income

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The following table reconciles net income, the most directly comparable GAAP measure, to Adjusted Net Income for the time periods indicated:


	For the Year Ended December 31,
($ in thousands)	2023			2024			2025
Net income	$	11,158		$	22,811		$	23,696
Non-GAAP adjustments
Stock-based compensation expense		4,990			5,290			6,459
One-time M&A benefit		(74	)		(3	)		—
Tax impact of one-time M&A benefit		28			1			—
Change in fair value of other debt carried at fair value		—			—			2,558

Adjusted Net Income	$	16,102		$	28,099		$	32,713

The following table reconciles net income, the most directly comparable GAAP measure, to Adjusted Net Income for the quarterly periods presented below:


	For the Three Months Ended
	March 31,			June 30,			September 30,			December 31,		March 31,			June 30,		September 30,		December 31,		March 31,		June 30,		September 30,		December 31,
($ in thousands)	2023			2023			2023			2023		2024			2024		2024		2024		2025		2025		2025		2025
Net income	$	772		$	9,847		$	177		$	362	$	778		$	4,852	$	9,269	$	7,912	$	8,930	$	2,171	$	2,990	$	9,605
Non-GAAP adjustments
Stock-based compensation expense		3,523			465			478			524		2,919			749		882		740		1,727		1,327		1,736		1,669
One-time M&A benefit		(48	)		(24	)		(2	)		—		(2	)		—		—		—		—		—		—		—
Tax impact of one-time M&A benefit		15			9			1			3		1			—		—		—		—		—		—		—
Change in fair value of other debt carried at fair value		—			—			—			—		—			—		—		—		—		—		2,046		512

Adjusted Net Income	$	4,262		$	10,297		$	654		$	889	$	3,696		$	5,601	$	10,151	$	8,652	$	10,657	$	3,498	$	6,772	$	11,786

Adjusted Revenue-FVO

Adjusted Revenue-FVO, a non-GAAP measure, is a measure used by management to evaluate our revenue with comparable companies but have elected FVO when accounting for loan receivables. Since we have not elected FVO, as permitted under US GAAP, our loans receivables are carried at amortized cost, which is reduced by CECL as of the balance sheet date. Under FVO, loan origination fees and costs are recognized in earnings as incurred, as opposed to being deferred and amortized over the life of the loan. Additionally, the initial fair value measurement and any subsequent changes in fair value are recorded into earnings in the period in which the change occurs. By using this metric, we can more closely evaluate our revenue when compared to companies with similar business models who have elected FVO.

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Adjusted Revenue-FVO increased 68% to $338.6 million in the year ended December 31, 2024, as compared to the year ended December 31, 2023. Adjusted Revenue-FVO increased 22% to $413.5 million in the year ended December 31, 2025, as compared to the year ended December 31, 2024.

The following table reconciles Total revenue, net, the most directly comparable GAAP measure, to Adjusted Revenue-FVO for the time periods indicated.


	For the Year Ended December 31,
($ in thousands)	2023		2024		2025
Total revenue, net	$	175,353	$	281,524	$	372,828
Impact of adopting FVO on Consumer Auto Loan Receivables⁽¹⁾		25,801		57,074		40,671

Adjusted Revenue-FVO	$	201,154	$	338,598	$	413,499

(1)	See the section titled “—Consumer Loan Receivables Accounting Policy Elections and Adjusted Revenue-FVO” for details of impact of adopting FVO on Consumer Auto Loan Receivables.

Critical Accounting Policies and Estimates

Our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” is based on our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures. In accordance with GAAP, we base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. While our

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significant accounting policies are more fully described in “Note 2—Summary of Significant Accounting Policies” in our consolidated financial statements included elsewhere in this prospectus, we believe the following critical accounting policies affect the more significant estimates, assumptions and judgments we use to prepare our consolidated financial statements.

Allowance for Expected Credit Losses

We maintain an allowance for expected credit losses, or allowance, that represents our current estimate of expected credit losses over the contractual terms of our loans held for investment. We measure the allowance on a monthly basis through consideration of past events, including historical experience, current conditions and reasonable and supportable forecasts.

We measure current expected loan losses over the contractual terms of our loans. The contractual terms are adjusted for expected prepayments but are not extended for renewals or extensions. Expected credit losses incorporate the fair value of the underlying vehicles collateralizing the consumer auto loans. Charge-offs of uncollectible amounts result in a reduction to the allowance and recoveries of previously charged off amounts result in an increase to the allowance. When developing an estimate of expected credit losses, we use both quantitative and qualitative methods in considering all available information relevant to assessing collectability. This may include internal information, external information, or a combination of both relating to past events, current conditions, and reasonable and supportable forecasts. Significant judgment is applied to the development and duration of reasonable and supportable forecasts used in our estimation of lifetime losses.

We estimate expected credit losses over the duration of those forecasts and then revert, on a rational and systematic basis, to historical losses at each relevant loss component of the estimate. For periods beyond which we are able to make or obtain reasonable and supportable forecasts, we revert to historical loss information that is reflective of the contractual term of the financial asset or group of financial assets. The reasonable and supportable forecast period for key macroeconomic variables that influence credit losses generally extends for 24 months, and we employ a straight-line reversion approach based on 12 months to blend the forecasted period with the historical loss rates. Management will consider and may qualitatively adjust for conditions, changes and trends in loan portfolios that may not be captured in modeled results. These adjustments are referred to as qualitative factors and represent management’s judgment of the imprecision and risks inherent in the processes and assumptions used in establishing the allowance for expected credit losses. Management’s judgment may involve an assessment of current and forward-looking conditions including but not limited to changes in lending policies and procedures, nature and volume of the portfolio, external factors, and uncertainty as it relates to economic, model or forecast risks, where not already captured in the modeled results.

The macroeconomic forecast used to inform both quantitative and qualitative components of our allowance for credit losses estimate is sensitive to variables that may impact borrowers’ ability to pay, such as the U.S. unemployment rate. Our December 31, 2025 allowance for credit losses assumes that current national wage trends will lead to higher defaults than in recent years. If our assumptions about the macroeconomic environment or other key drivers of net charge-offs were not to be accurate, and our Annualized Net Charge-off Rate were to increase by 25 bps, our pre-tax net income would decline by 11%.

Although we examine a variety of externally available data, as well as our internal loan performance data, to determine our allowance for credit losses, our estimation process is subject to risks and uncertainties, including a reliance on historical loss and trend information that may not be representative of current conditions and indicative of future performance as well as economic forecasts that may not align with actual future economic conditions. Accordingly, our actual credit loss experience may not be in line with our expectations.

The allowance for expected credit losses was $32.7 million, $46.2 million and $74.2 million at December 31, 2023, 2024 and 2025, respectively. For further information on our allowance see “Note 4—Loans Receivable and Allowance for Expected Credit Losses” in our consolidated financial statements included elsewhere in this prospectus.

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Fair Value

We have elected the fair value option for servicing assets and liabilities, as well as for our convertible debt and SAFEs. We record servicing assets and liabilities at their estimated fair values when we transfer loans which qualify as sales under Topic 860, Transfers and Servicing. We use a discounted cash flow model to estimate the fair value of loan servicing assets and liabilities. The cash flows in the valuation model represent the difference between the servicing fees charged to institutional investors and an estimated market servicing fee. Since servicing fees are generally based on the monthly unpaid principal balance of the underlying loans, the expected cash flows in the model incorporate estimated credit risk and expected prepayments on the loans. As of December 31, 2024, the aggregate fair value of the servicing assets was measured at $28.9 million. As of December 31, 2025, the aggregate fair values of the servicing assets and servicing liabilities were measured at $60.3 million and $0.8 million, respectively. Servicing assets are presented as such within the consolidated balance sheet, and servicing liabilities are included within Accrued expenses, accounts payable, and other liabilities. As of December 31, 2025, the aggregate fair values of the SAFEs and convertible debt were measured at $19.5 million and $17.1 million, respectively, and are presented within the Other debt carried at fair value financial statement line item within the consolidated balance sheet. For further information on fair value measurements see “Note 6—Fair Value Measurements” in our consolidated financial statements included elsewhere in this prospectus.

Stock-Based Compensation

The determination of the amount of stock-based compensation expense to be recorded requires us to develop estimates to be used in the calculation of the grant date fair value of stock options granted under our employee stock purchase plan. We estimate the grant date fair value of stock options using the Black-Scholes option-pricing model. The use of the Black-Scholes model requires us to make key assumptions such as expected option term and volatility to determine the fair value of a stock option.

The assumptions used in our option-pricing model represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, our stock-based compensation expense could be materially different in the future.

These assumptions are estimated as follows:

•

Fair value. Because our common stock is not yet publicly traded, we must estimate the fair value of common stock. Our board of directors considers numerous objective and subjective factors to determine the fair value of our common stock at each meeting in which awards are approved.

•

Expected volatility. Expected volatility is a measure of the amount by which the stock price is expected to fluctuate. Since we do not have sufficient trading history of our common stock, we estimate the expected volatility of our stock options at the grant date by taking the average historical volatility of a group of comparable publicly traded companies over a period equal to the expected life of the options.

•

Expected term. We determine the expected term based on the average period the stock options are expected to remain outstanding using the simplified method, generally calculated as the midpoint of the stock options’ vesting term and contractual expiration period, as we do not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior.

•

Risk-free rate. We use the U.S. Treasury yield for our risk-free interest rate that corresponds with the expected term.

•

Expected dividend yield. We utilize a dividend yield of zero, as we do not currently issue dividends, nor do we expect to do so in the future.

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The following assumptions were used to calculate the fair value of stock options granted to employees:


	For the Year Ended December 31,
	2023			2024			2025
Expected dividend yield		—	%		—	%		—	%
Expected volatility		65	%		65% - 121.7	%		95	%
Expected term (years)		5 - 6.24			6.24			6.24
Risk-free interest rate		3.3% - 4.72	%		4.59% - 4.72	%		3.65	%

Assumptions used in valuing non-employee stock options are generally consistent with those used for employee stock options with the exception that the expected term is over the contractual life, or 10 years.

We will continue to use judgment in evaluating the assumptions related to our stock-based compensation on a prospective basis. As we continue to accumulate additional data related to our common stock, we may have refinements to our estimates, which could materially impact our future stock-based compensation expense. For further information on stock-based compensation see “Note 12—Stock Option Plan” in our consolidated financial statements included elsewhere in this prospectus.

Consumer Loan Receivables Accounting Policy Elections

Adjusted EBITDA-FVO and Adjusted Revenue-FVO

As discussed in “Note 2 — Summary of Critical Accounting Policies,” we have elected to record our consumer auto loans receivables, classified as held for investment at amortized cost, which is reduced by CECL estimated as of the applicable balance sheet date. Additionally, amortized cost includes deferring origination fees and costs. Had we chosen to adopt the fair value option, as permitted by ASC 825-10, we (1) would not have recorded a CECL allowance, (2) would have recognized loan origination costs and fees at origination, rather than deferring them, and (3) would have recorded the fair value on our consolidated balance sheet, with the impact of the initial fair value measurement and subsequent changes in fair value recognized in the consolidated statements of operations. Since the fair value of our loans are generally greater than the face value of our loans, recording the fair value at loan origination generally results in an immediate recognition of revenue.

The table below displays the impact to Adjusted Revenue-FVO and pre-tax earnings (named “Impact to Adjusted EBITDA-FVO” in the table below) from electing the fair value option methodology from each of the different recognition components:


	For the Year Ended December 31,
	2023			2024			2025
($ in thousands)
Impact from Immediate Recognition of Deferred Origination Fees	$	10,321		$	4,259		$	(4,931	)
Impact from Immediate Recognition of Deferred Origination Costs		(2,345	)		(3,701	)		446
Impact from Fair Value Recognition of Loans		17,825			56,516			45,156

Impact to Adjusted Revenue-FVO	$	25,801		$	57,074		$	40,671

Impact from Removing CECL and losses on held for sale loans		11,895			13,172			32,919

Impact to Adjusted EBITDA-FVO	$	37,696		$	70,246		$	73,590

The impacts from the immediate recognition of deferred origination fees and costs and removing CECL

reflect the difference between the ending and beginning balances included in the consolidated balance sheets for

deferred origination fees, deferred origination costs and the allowance for expected credit losses, respectively.

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The following table presents the changes in the fair value of our consumer loan receivables and the Impact

to Adjusted EBITDA-FVO and the Impact to Adjusted Revenue-FVO from the recognition of the fair value.


	For the Year Ended December 31,
	2023			2024			2025
($ in thousands)
Beginning Fair Value	$	741,446		$	1,126,199		$	1,570,891
Less Fair Value at Opening Date		10,044			27,869			84,385

Unpaid Principal Balance at Opening Date (utilizing amortized cost method)		731,402			1,098,330			1,486,506
Change in Unpaid Principal Balance		366,928			388,176			260,791

Unpaid Principal Balance at Ending Date (utilizing amortized cost method)		1,098,330			1,486,506			1,747,297
Plus Fair Value at Ending Date		27,869			84,385			129,541

Ending Fair Value		1,126,199			1,570,891			1,876,838

Less Fair Value at Opening Date		(10,044	)		(27,869	)		(84,385	)
Plus Fair Value at Ending Date		27,869			84,385			129,541

Impact to Adjusted EBITDA-FVO and Adjusted Revenue-FVO	$	17,825		$	56,516		$	45,156

We utilize discounted cash flow models to arrive at an estimate of fair value of our consumer loans receivable (Level 2). Significant assumptions used in the fair value are as follows:

•

Discount Rate - Estimated cash flows of the consumer loan receivables are discounted at a market discount rate to determine the fair value. The discount rate reflects the market rate that third-party investors would require to purchase our loans.

•

Annualized Net Charge-off Rate - The cumulative net charge-offs expected on the consumer loan receivables over the expected remaining term of the loans.

•

Conditional Prepayment Rate - The monthly proportion of the principal of a pool of loans that is assumed to be voluntarily paid off prematurely in each period.

The following table presents significant assumptions used in our discounted cash flow model:


	For the Year Ended December 31,
	2023			2024		2025
Discount Rate		10.38	%		9.60%		8.09%
Annualized Net Charge-Off Rate		1.48	%		1.56%		2.70%
Conditional Prepayment Rate		1.40	%		1.19%		1.28%

Our consumer auto finance loans historically have had positive fair values because the projected net yield (portfolio weighted average interest less expected annualized net charge-off rate) exceeds the discount rate. As interest rates rose in 2022 and 2023, the rate of return that third-party investors required to purchase our loans rose. As discussed within the section titled “Management’s Discussion & Analysis—Impact on Excess Spread”, as interest rates rose, we increased prices on new loan originations to offset these increases. However, since our consumer auto loans are originated with a fixed rate, we were not able to increase pricing on the historical portfolio. As a result, the fair value of those loans originated prior to the rise in interest rates, while still remaining positive, declined. During the back half of 2023, the unpaid principal balance of loans on our balance sheet that were originated prior to the rise in interest rates continued to decline through amortization and prepayments, while we continued to increase pricing and grow our portfolio, resulting in a fair value of $27.9 million, and a positive $17.8 million Impact to Adjusted EBITDA-FVO and Adjusted Revenue-FVO for the year ended December 31, 2023. For the year ended December 31, 2024, the trends experienced during the final six months of 2023 stayed consistent. The unpaid principal balance of loans on our balance sheet that were originated prior to the rise in interest rates continued to decline and we continued to increase the unpaid principal

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balance of loans with higher interest rates. Additionally, the Federal Reserve began lowering interest rates in September 2024, which resulted in a decline in the discount rates investors require to purchase our loans. This has resulted in a fair value of $84.4 million and a positive $56.5 million Impact to Adjusted EBITDA-FVO and Adjusted Revenue-FVO for the year ended December 31, 2024. For the year ended December 31, 2025, the fair value of $129.5 million on our consumer auto loans was higher than the fair value of $84.4 million for the period ended December 31, 2024, resulting in a positive impact to Adjusted EBITDA-FVO and Adjusted Revenue-FVO. During the year ended December 31, 2025, as discussed within the section titled “Management’s Discussion and Analysis—Comparison of the Years Ended December 31, 2023, 2024, and 2025—Revenue—Interest and Fee Income, Net” we have decreased the percentage of loans that have origination fees and lowered the commissions we pay to dealers, as a result, the impact to Adjusted Revenue—FVO and Adjusted EBITDA—FVO decreased from 2023 and 2024.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks in the ordinary course of our business, which may impact our financial position due to fluctuations in automotive and financial asset prices, credit performance of our loans, and interest rates. We are exposed to market risk through our loans originated and held for investment or originated and sold to investors, access to the securitization markets, investor demand for loans originated through our platform, and availability of funding under our current credit facilities and term loans.

Credit Risk

We recognize that we are exposed to cyclical changes in credit quality. Consequently, we are committed to striving to ensure that our credit portfolio is resilient to economic downturns. Our most important tool in this endeavor is sound underwriting driven by AIRA^®. The table below displays the unpaid principal balance, or UPB, of the loan portfolio inclusive of loans held for investment and held for sale by AIRA^® score band as of December 31, 2023, 2024 and 2025:


	As of December 31,
	2023					2024					2025
($ in thousands)	$		%			$		%			$		%
300 - 385	$	21,491		2.0	%	$	13,252		0.9	%	$	28,744		1.6	%
386 - 450		92,858		8.4			160,554		10.8			258,554		14.8
451 - 575		290,555		26.4			422,158		28.4			503,381		28.8
576 - 699		312,660		28.5			424,769		28.6			494,577		28.3
700 +		380,767		34.7			465,773		31.3			462,041		26.5

We closely monitor our loan performance and profitability in relation to forecasted economic conditions and manage credit risk and expectations of losses in the portfolio. We focus on carefully monitoring and managing the performance and pricing of our loan portfolio with the goal of generating appropriate risk-adjusted returns. For further information on risk-adjusted returns, see “Return on Average Assets and Average Equity.” The table below presents the portfolio inclusive of loans held for investment and held for sale by APR band as of December 31, 2023, 2024 and 2025:


	As of December 31,
	2023					2024					2025
($ in thousands)	$		%			$		%			$		%
Less than 9.0%	$	88,861		8.1	%	$	71,104		4.8	%	$	59,282		3.4	%
9.0% - 11.9%		156,745		14.3			158,367		10.7			172,212		9.9
12.0% - 13.9%		109,976		10.0			151,495		10.2			168,084		9.6
14.0% - 15.9%		173,112		15.8			141,724		9.5			119,126		6.8
16.0% - 17.9%		380,848		34.6			455,843		30.7			402,803		23.1
18.0% or 19.9%		183,760		16.7			470,261		31.6			660,710		37.8
20.0% or More		5,029		0.5			37,712		2.5			165,080		9.4

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Our consumer auto loans have a variety of maturities and have been originated across various different geographies. The tables below display the breakdown of the UPB inclusive of loans held for investment and held for sale by original loan term and state as of December 31, 2023, 2024 and 2025:


	As of December 31,
	2023					2024					2025
($ in thousands)	$		%			$		%			$		%
0 - 36 months	$	24,024		2.2	%	$	22,924		1.5	%	$	19,774		1.1	%
48 months		59,236		5.4			59,127		4.0			53,784		3.1
60 months		558,693		50.8			598,245		40.2			617,050		35.3
66 months		10,839		1.0			15,038		1.0			16,757		1.0
72 months		445,538		40.6			791,172		53.3			1,039,932		59.5


	As of December 31,
	2023					2024					2025
($ in thousands)	$		%			$		%			$		%
Florida	$	459,190		41.7	%	$	557,388		37.5	%	$	507,156		29.1	%
Massachusetts		173,004		15.8			176,013		11.8			153,731		8.8
California		86,623		7.9			129,064		8.7			192,120		11.0
New York		114,140		10.4			143,215		9.6			173,565		9.9
Texas		67,983		6.2			147,904		10.0			218,591		12.5
New Jersey		54,434		5.0			83,033		5.6			118,989		6.8
Other		142,957		13.0			249,889		16.8			383,145		21.9

We charge-off consumer automotive loans when they reach 120 days past due, or DPD. We typically begin repossession proceedings at 60 DPD. Charge-off amounts on loans that have the underlying vehicle repossessed and dispositioned prior to 120 DPD are net of the disposition amount, as repossession does not trigger a charge-off under our charge-off policy. We closely monitor delinquency and loan performance trends to assess and manage our exposure to credit risk. The table below displays the UPB by delinquency status as of December 31, 2023, 2024 and 2025:


	As of December 31,
	2023					2024					2025
($ in thousands)	$		%			$		%			$		%
Current	$	1,062,954		96.8	%	$	1,425,087		95.8	%	$	1,622,214		92.8	%
31 - 60 DPD		23,930		2.2			44,119		3.0			86,698		5.0
61 - 90 DPD		4,790		0.4			7,068		0.5			17,094		1.0
91 + DPD		6,657		0.6			10,232		0.7			21,291		1.2

Our loans are secured by automobiles, which can be repossessed if a borrower defaults on his or her loan. Our credit performance, in the form of charged-off loan recoveries, is impacted when economic conditions result in changes to automotive asset values. Recoveries benefited from the rising asset values experienced throughout 2021 and during the first half of 2022. As used car values have declined in the second half of 2022, recoveries have also begun to decline. The impact of changes to asset values is reduced within our portfolio due to: (1) our conservative loan terms, (2) conservative loan-to-values, (3) a requirement that a large portion of our loans have GPS systems installed to locate the vehicle, and (4) our dealership recourse program. The table below displays

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recovery rates on defaulted loans (defaulted loans are defined as loans that had the vehicle repossessed, surrendered, or are 120 DPD without a repossession or surrender)⁽¹⁾:


						Cumulative Recovery - Months Since Default (%)
($ in thousands)	Default Amount ($)		Total Recovered (%)			1			2			3			4			5			6			7+
2019	$	1,926		89	%		40	%		65	%		80	%		86	%		86	%		86	%		89	%
2020		5,086		88			35			56			72			79			81			83			88
2021		8,497		89			30			60			74			82			84			85			89
2022		24,490		82			16			38			58			69			74			75			82
2023 Q1		11,158		85			14			38			59			71			75			78			85
2023 Q2		14,329		84			13			34			52			63			69			74			84
2023 Q3		15,008		80			11			31			48			60			66			69			80
2023 Q4		20,507		79			9			23			39			52			60			66			79
2024 Q1		24,502		76			12			28			43			50			56			59			76
2024 Q2		21,783		75			11			27			40			49			54			59			75
2024 Q3		26,971		73			13			28			40			47			52			57			73
2024 Q4		35,207		71			15			29			40			47			55			60			71
2025 Q1		39,910		69			18			35			44			50			57			63			69
2025 Q2		46,006		66			18			34			47			53			58			64
2025 Q3		55,007		50			19			36			44
2025 Q4		59,204

(1)	Default status is not a permanent status and can change as loans cure. Recovery data only includes months post default that have fully aged for the relevant period.

We closely monitor the credit performance of our Floorplan loans. Dealerships are required to make curtailments as vehicles age. Curtailments are typically required at 60, 90, and 120 days after financing. The table below displays the Floorplan loans receivables by age of the Floorplan loan portfolio as of December 31, 2023, 2024 and 2025:


	As of December 31,
	2023					2024					2025
($ in thousands)	$		%			$		%			$		%
Less than 60 Days	$	10,107		49.7	%	$	16,250		65.4	%	$	18,139		59.9	%
60 - 89 Days		4,012		19.7			3,080		12.4			4,220		13.9
90 -119 Days		3,062		15.1			2,147		8.6			4,894		16.2
120+ Days		3,160		15.5			3,384		13.6			3,016		10.0

Interest Rate Sensitivity

Our business is exposed to interest rate risk in four primary ways: (1) inflation, (2) monthly payment rates charged to consumers, (3) excess spread, and (4) discount rates applied in the discounted cash flow models used to fair value assets.

Impact from Inflation

During periods of inflation, such as those experienced by in the U.S. during 2022, 2023 and 2024, the Federal Reserve will increase interest rates to reduce inflation. Increasing interest rates potentially increases monthly payments we charge borrowers, reduces excess spread, and increases discount rates applied in discounted cash flow models used to fair value assets. See “—Impact from Changes in Monthly Payment Rates,” “—Impact on Excess Spread” and “—Impact on Servicing Assets” below.

Inflation could increase the price consumers pay for vehicles while disinflation and/or deflation could decrease the price. Higher purchase prices could result in higher monthly payment amounts, which could result in higher delinquencies and defaults, as borrowers might struggle to pay the higher amount, or lower originations, as

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borrowers choose to not purchase the vehicle and take out a loan. Conversely, lower prices could result in lower payment amounts and potentially higher loan originations.

Additionally, inflation reduces the amount of excess cash consumers have available to pay their bills, as a result, during periods of inflation, delinquencies and defaults could increase.

Impact from Changes in Monthly Payment Rates

Our consumer auto loans are fixed rate loans, but as interest rates change, we may pass along those changes in interest rates to our consumers when new loans are originated. Higher rates result in higher payment amounts which could result in higher delinquencies and defaults, or could result in lower originations as borrowers choose to not purchase the vehicle and take out a loan. Conversely, lower rates might result in lower payment amounts and potentially higher loan originations.

Impact on Excess Spread

As interest rates change, the change in excess spread is the net result of (1) the change in our cost of funds and loan sale buyer yields, (2) hedging, and (3) the change in rates we pass along to our borrowers. Our warehouse lines of credit and term credit facilities are floating rate, and as a result, are impacted by changes in rates. Our securitizations are fixed rates once closed, but they are priced utilizing the prevailing interest rates at the time of closing. Since the collateral we include in a securitization is typically originated before it is included, we incur interest rate risk between the time the loans are originated and the date we contribute those loans into the transaction. Additionally, when we sell whole loans, we typically sell them at a spread above a base rate at the time of the sale.

As the Federal Reserve has increased interest rates during 2022 and 2023, we increased pricing to our borrowers by approximately 4%. We have not yet meaningfully lowered our pricing to our borrowers in response to the lowering of interest rates by the Federal Reserve in late 2024 and again in late 2025. For more details on the recent interest rate trends in our portfolio, see the section titled “—Return on Average Assets and Average Equity.” Our cost of funds has decreased year-over-year as of December 31, 2025, driven by the amortization of older, higher cost debt facilities. Given the short duration of our loan portfolio (with a weighted average life of approximately two years) and our rate of growth, we have been typically able to price new loans added to our portfolio in line with the prevailing interest rate environment, which had the effect of rebalancing our portfolio relatively quickly after the initial impact of higher interest rates. Additionally, our Floorplan portfolio is primarily priced at prime plus a spread.

As of December 31, 2025, we only have invested in two out of the money interest rate hedges, which was required as part of a term credit facility.

The table below presents estimates of the impact on our excess spread from changes in interest rates for our loan portfolio, assuming all fixed rate assets and liabilities cannot be repriced, as of December 31, 2025:


*($ in thousands)*	Estimated Change in Excess Spread (%)			Estimated Change in Pre-Tax Income from Change in Excess Spread ($)
+ 300bps		(0.91	)%	$	(16,632	)
+ 200bps		(0.64	)		(11,711	)
+ 100bps		(0.32	)		(5,832	)
Current Base Rate		—			—
- 100bps		0.32			5,856
- 200bps		0.64			11,711
- 300bps		0.97			17,567

When interest rates change and we assume all fixed rate assets and liabilities cannot be repriced, only the fair value of our servicing assets, interest and fee income, net of our floorplan lending business, and our floating rate debt, where we do not have hedges (or our hedges are currently out of the money) are impacted. The change to excess spread, for the period ended December 31, 2025, is approximately 32% of the overall change in rates,

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as only approximately 31% of our total debt financing was floating and unhedged, and approximately 9% of our total debt financing was floating but hedged during the year ended December 31, 2025.

The table below presents estimates of the impact on our excess spread from changes in interest rates for our loan portfolio, if we were to re-originate all assets and liabilities in the respective interest rate environments, as of December 31, 2025:


($ in thousands)	Estimated Change in Excess Spread (%)			Estimated Change in Pre-Tax Income from Change in Excess Spread ($)
+ 300bps		(2.73	)%	$	(49,584	)
+ 200bps		(1.72	)		(31,374	)
+ 100bps		(0.67	)		(12,206	)
Current Base Rate		—			—
- 100bps		0.86			15,687
- 200bps		1.72			31,374
- 300bps		2.59			47,061

Since our excess spread includes the revenue from of our gain-on-sale, which is determined using a discounted cash flow model, changes in interest rates do not always linearly result in changes in excess spread.

Given how quickly we are able to re-price our portfolio, when interest rates change and we assume we re-originate all interest rate sensitive assets and liabilities under the new rate environment, there is an impact to interest and fee income, gain-on-sale, the fair value of our servicing assets, and all of our funding costs. As mentioned above, under any rate stress scenario, the estimated change in excess spread is the result of the amount of increase and/or decrease in cost of funds and loan sale buyer yields net of the amount of increase and/or decrease we pass along to our customers. As interest rates rise, our cost of funds and the yield our loan sale buyers require both rise, but we are not able to fully pass on this increase to our borrowers due to various competitive dynamics and compliance rules. Conversely, as rates decrease, we receive the full benefit on our cost of funds and the yield our loan sale buyers require, but we are not forced to pass along the full decrease to our borrowers.

The table below displays the APR of the loans included in each ABS deal we have consolidated on our balance sheet, the cost of funds for each deal, the APR minus the cost of funds, and the principal balance outstanding of the collateral as of December 31, 2025. As shown in the table, the APRs on our loans have continued to increase into 2025, while our cost of funds peaked with our 2023-3 deal, which closed in October 2023. Our cost of funds have declined in 2024 and 2025, primarily due to decreasing the credit spreads we pay on our deals as a result of increasing our credit rating to AAA with KBRA, and adding more investors to our program.


ABS Deal⁽¹⁾	Weighted Average APR	Bond Duration Weighted Average COF⁽²⁾	APR less COF	% of Deal (UPB) Outstanding as of December 31, 2025
2023-1	14.0%	7.2%	6.8%	23.1%
2023-3	14.8%	8.3%	6.5%	35.9%
2024-1	15.1%	6.7%	8.4%	40.4%
2024-2	15.4%	6.5%	8.9%	46.5%
2024-3	16.0%	5.9%	10.1%	58.8%
2025-1	16.3%	6.0%	10.3%	66.7%
2025-2	16.6%	5.3%	11.3%	83.8%

(1)	Excludes 2023-2 as 2023-2 was deconsolidated when we sold the certificates to investors.

(2)	Excludes transaction costs.

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As the older loans with lower margins from 2022 and 2023 continue to amortize and the proportion of our portfolio with higher margins from 2024 and 2025 continues to increase, the overall margins in our business are expected to increase. The chart below shows the Adjusted Net Income in 2022, 2023, 2024, 2025, and the fourth quarter of 2025 multiplied by four, displaying the impact of these trends in our portfolio. The annualized fourth quarter 2025 Adjusted Net Income figure is not necessarily indicative of the results to be achieved for a full fiscal year or any future period. The bar titled “Illustrative 4Q25 with 2025-2 spreads” is a sample sensitivity illustration of what the fourth quarter 2025 annualized Adjusted Net Income would look like if (1) our entire loan portfolio was repriced to our 2025-2 ABS Weighted Average APR and (2) the derived fourth quarter 2025 Adjusted Net Income was multiplied by four. This is purely an illustration of the impact on our excess spread from changes in interest rates for our loan portfolio, if we were to re-originate our entire loan portfolio in the interest rate environment as of the fourth quarter of 2025. This illustration is not necessarily indicative of what may be achieved in any future period. See “—Non-GAAP Financial Metrics—Adjusted Net Income” for a reconciliation of Adjusted Net Income for the periods presented in the chart below to net income.

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Impact on Servicing Assets

The fair value of our servicing assets is determined using a discounted cash flow model. The discount rates used in those fair value models are based on market rates. As interest rates change, the discount rates will change. As interest rates decreased in 2024 and 2025, we have decreased the discount rates used in those models. The table below presents estimates to changes in fair value from our changes in interest rates as of December 31, 2025:


($ in thousands)	Estimated Change in Fair Value ($)
+ 300bps	$	(2,239	)
+ 200bps		(1,509	)
+ 100bps		(763	)
Current Base Rate		—
- 100bps		781
- 200bps		1,580
- 300bps		2,397

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BUSINESS

Our Mission

Our mission is to offer fair access to credit for underserved populations.

Our Company

We are a financial technology company that utilizes artificial intelligence, or AI, and machine learning algorithms to better assess consumer credit risk and expand access to credit. We seamlessly process large sets of data provided by traditional credit bureaus, or traditional data, and data consisting of bank transactional information, personal credit information and documents, and information on the vehicle the consumer is interested in, or collectively alternative data, through advanced computational approaches to more accurately predict a consumer’s creditworthiness. Our business benefits both consumers through expanded access to credit and auto dealerships via increased vehicle sales.

Our proprietary AI-powered solution efficiently analyzes thousands of data points to underwrite underserved consumers and drive credit outperformance. We serve consumers with thin and no credit files, or credit invisibles, and those traditionally called near prime (consumers with VantageScores^® of 601-719). We estimate that, based on Oliver Wyman’s 2022 Financial Inclusion and Access to Credit report and VantageScore’s 2023 CreditGauge report, these groups collectively represent a market of approximately 119 million people in the U.S. or approximately 46% of the total U.S. adult population. We utilize our data and technology to build more robust financial profiles of these consumers, enabling us to more accurately identify those expected to generate better credit performance. We believe our machine learning models combined, with the use of alternative data and data-driven credit decisioning, differentiates us from traditional lenders.

We acquire consumers through the U.S. auto dealership market, which serves as a scalable and efficient go-to-market channel and minimizes our customer acquisition costs. By expanding access to credit and providing a superior borrowing experience for near prime consumers and credit invisibles, we are able to help our dealership partners expand their pool of potential consumers. Additionally, we have streamlined the loan application experience for a dealership through our proprietary dealership portal. As a result, our dealership partners are loyal as demonstrated by our 100%+ net dollar retention rates, which we have achieved consistently for 19 consecutive quarters of December 31, 2025, historically leading to a strong source of recurring revenue.

We have grown rapidly since our founding and believe we have significant growth potential, all within our core product. The U.S. auto dealership market is highly fragmented, with over 55,000 auto dealerships, according to data from 2022 from NADA and NIADA. In addition, according to Automotive News Research & Data Center, no individual network or franchise ownership group owns more than 500 stores as of 2025. For the three

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months ended December 31, 2025, we partnered with 2,344 Active Dealerships and have the opportunity to expand our presence in our existing geographic footprint, adjacent geographies, and new regions in the U.S. We expect to continue to expand our network of dealership partners and increase our access to the approximately $718 billion annual auto loan origination market in the U.S., according to the Federal Reserve Bank of New York.

Our financial profile has been strong and has shown both rapid growth and profitability. Our efficient go-to-market strategy and low credit losses have driven attractive unit economics, which we believe will continue to drive increased profitability as we grow. We grew Aggregate Originations and Total Revenue, net by compounded annual growth rates of approximately 82% and 83%, respectively, from 2020 to 2025.

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Additionally, as of December 31, 2024, we generated positive net income each fiscal year since 2021 and positive Adjusted Net Income, a non-GAAP measure, for 20 consecutive quarters as of December 31, 2025. For more information on this non-GAAP measure, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures—Adjusted Net Income.”

Industry Background

There are a number of important industry trends and market dynamics that create significant opportunity for Lendbuzz.

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The U.S. auto finance market is incredibly deep

According to the Federal Reserve Bank of New York’s December 2025 Quarterly Report on Household Debt and Credit, the U.S. auto finance market is incredibly deep, with approximately $718 billion of loans originated annually, and the total amount of auto loans outstanding in the U.S. is similarly large at approximately $1.7 trillion.

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Dealerships are the primary distribution model for auto finance

The U.S. auto finance business is primarily a point-of-sale, or POS, financing business with over 90% of loans originated involving an in-person visit to an auto dealership according to Cox Automotive’s 2025 Car Buyer Journey report. The auto dealership market is a highly fragmented market of over 55,000 dealerships nationally. More than 90% of all these auto dealerships in the U.S. include small, disparate local businesses that rank outside of the top 150 dealership groups (by total number of dealerships), according to Automotive News as of 2025. The fragmented nature of the auto dealership market means that building a large and installed base of dealerships often takes time and a “feet on the street” sales approach.

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Auto loans are an attractive consumer asset class across historical economic cycles

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Access to auto loans varies in complexity based on a consumer’s creditworthiness

Historically, when looking to obtain financing for an automobile purchase, U.S. consumers faced two very different landscapes based on their creditworthiness. Prime consumers, defined as consumers who have long credit histories and 720+ traditional credit bureau scores, such as FICO^® scores or VantageScores^®, can readily find multiple, efficiently priced options from captive auto lenders, traditional banks and credit unions. According to the Federal Reserve Bank of New York, prime consumers represent a little over half of the $718 billion annual auto originations in the U.S.

The other approximately half of the $718 billion annual auto originations are comprised of consumers who do not have long credit histories or high credit bureau scores. These consumers are typically served by traditional subprime auto lenders. These lenders tend to finance most vehicles regardless of make, model, age, or mileage and price substantially all loans assuming a very high level of credit losses, regardless of the consumer’s actual credit worthiness.

Oliver Wyman’s 2022 Financial Inclusion and Access to Credit report suggests that for certain segments of the population, credit bureau scores are a less accurate predictor of ability to pay. The report shows that no credit file and thin credit file consumers typically do not have sufficient credit history to inform an accurate credit score. Similarly, according to the report, credit bureau scores may be less effective predictors of credit performance for near prime consumers.

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approximately 70 million consumers who are defined as near prime. These underserved segments of the credit spectrum represent nearly approximately 46% of the total adult U.S. population.

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Consumers seek an improved digital auto lending experience

While some auto dealerships have invested in digitization, the overall industry has generally been slow to significantly invest in technology due to the fragmentation of the auto dealership market, leading to many auto dealerships continuing to depend on antiquated, paper-based processes. Most dealerships use RouteOne^® or DealerTrack^©, which are legacy platforms, to support the loan origination process. RouteOne^® and DealerTrack^© have loan origination systems for both dealerships and auto lenders, allowing dealerships to submit applications to auto lenders. The Finance and Insurance Manager, or F&I Manager, at the dealership typically decides which auto lenders to submit a consumer’s application to. Following submission and based on the terms provided (often referred to as a callback), the F&I Manager works with the consumer to select one financing offer, if any, and clear all relevant stipulations imposed by the lender.

For prime consumers, the auto loan process is simple but often antiquated. Prime consumers tell stories of recent auto financing experiences where their contracts were printed with a dot matrix printer, something they last personally used more than 15 years ago. Consumers typically provide a copy of their driver license and complete a short online application which includes (1) personally identifiable information, or PII (e.g., name, address, and social security number), (2) name and address of their employer, and (3) stated income. Stipulations provided by the auto lender typically include a credit report confirming a sufficiently high credit bureau score and enough stated income on the consumer’s application to meet the lender’s debt-to-income ratio cutoff.

To complete the process, the dealership typically overnight mails the paper loan application and contract, which has been physically signed by the consumer, to the finance company’s loan processing center. The finance company reviews the file once received, and if all stipulations have been cleared to their satisfaction, they fund the dealership for the loan; often as long as a week after the consumer bought the vehicle from the dealership.

Despite the relatively simple process, the net promoter score, or NPS, for prime consumers is only in the mid-50s. While the auto lending industry is largely paper driven, consumers have been shifting to digital channels at increasing rates.

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For subprime and near prime consumers, the experience is often paperwork intensive and can take days rather than hours. In addition to providing a copy of their driver’s license and completing the same application as their prime counterparts, they are often required to provide (1) proof of residency via a utility bill, (2) proof of income via a pay stub, tax return, or W2 form, (3) proof of employment via a call to the consumer’s employer and (4) two individuals to serve as personal references. These are items the consumer may not have with them at the time of vehicle purchase, potentially requiring multiple trips to the dealership to provide the required documents.

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Using technology to build a better consumer experience and identify a better way to underwrite and price these near prime and credit invisibles population of approximately 119 million people creates a sizeable market opportunity.

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The Lendbuzz Solution

Our mission is to offer fair access to credit for underserved populations. Lendbuzz expands access to credit with a simple and fast auto loan process that looks at the consumer – not just the credit score. As of December 31, 2025, approximately 57% of our customers had a credit score. Of those with a credit score, the weighted average credit score was between 640 and 650. Additionally, as of December 31, 2025, approximately 30% of our consumers have no credit file. We believe such consumers historically have experienced higher rates, inferior cars and bad terms, when obtaining financing for a vehicle purchase. Lendbuzz aims to change that narrative by providing fair pricing and access to credit for these credit invisibles and near prime consumers.

We focus on three main pillars to drive performance: (1) our proprietary AI algorithms and machine learning models which drive credit outperformance, (2) our streamlined dealership POS software platform, and (3) our enhanced digital consumer experience.

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Proprietary AI Algorithms and Machine Learning Models Driving Credit Outperformance

We utilize our proprietary AI algorithms and machine learning models to analyze large sets of alternative data in order to more accurately assess the level of credit risk for each potential consumer. Our unique approach involves collecting thousands of data points per applicant, which allows us to build a robust financial profile for each consumer. Our models, which have been trained from more than 205,000 consumers, incorporate more than 2,000 features on each consumer, which are pulled seamlessly from APIs. These data points are analyzed using deep neural networks to effectively predict a consumer’s ability and willingness to repay their auto loan.

We collect data primarily from five sources at the application stage:

(1)

Bank account transactional level detail. We typically require consumers to link their bank accounts via a third-party API allowing us to acquire up to 18 months of a consumer’s bank account transactions, including credit card transactions when available

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(2)

Personal credit. Information such as employer, role, and educational attainment

(3)

Credit bureau. Individual tradelines and payment history

(4)

Vehicle information. Including car history, dealership selling the vehicle, make, model, year, mileage, down payment, and loan-to-value

(5)

Personal documents. Including, for example, a driver’s license

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In the process of creating an AIRA^® score and determining whether to approve an application, our algorithms verify the consumer’s income through the credit transactions in their bank account. In addition to verifying income and determining whether the consumer’s credit is strong enough to pass our internal AIRA^® cutoff, our algorithms complete our Know-Your-Customer, or KYC, process. The KYC process utilizes optical character recognition, or OCR, technology whenever possible and includes comparing the name and address on a consumer’s credit application, to the name and address on their ID, to the name and address on their bank account.

AIRA^® is updated quarterly to incorporate the most recent payment information data and current portfolio trends into the decision making, including changes in the macroeconomic environment. AIRA^® incorporates more than 2,500 features and has been trained by more than 50 billion data attributes derived from more than 25 million datasets, which translates into approximately 3.7 million repayment events and 475 million transactions.

Before deployment, all models undergo validation, testing and analysis, including the data science team presenting all changes and analytic results for review and approval by our management credit committee, which

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includes all named executive officers. Following deployment, our models and our portfolio performance are monitored on a regular basis via our data science team, our management credit committee, and our management compliance committee, which includes all named executive officers, via ongoing portfolio performance reporting, monthly credit performance monitoring, analytics, and reporting, as well as compliance reviews and ad hoc analytics. For more information on the metrics used to monitor portfolio performance, see the section titled “—Competitive Advantages—Artificial Intelligence” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Aggregate Originations.”

Our technology is designed to allow us to accurately identify credit invisibles and near prime consumers that are creditworthy, driving our credit outperformance. The chart below compares 60+ day delinquency rate for Lendbuzz’s ABS portfolio to auto industry prime and subprime indexes from S&P Global Ratings. The portfolio represented by the LBZZ ABS line consists of all collateral targeted at inclusion in our ABS deals for the periods presented. Consumer auto delinquencies have increased relatively steadily since the beginning of 2023, particularly in the subprime sector, as the chart indicates, and are among the highest they have been in the past decade or more. While we have also seen increases in our delinquencies, our portfolio of credit invisibles and near prime consumers has performed similarly to the prime index, and much better than the subprime index, despite serving a segment of the market that is traditionally considered non prime. The subprime index recently peaked at a level that is higher than what it hit during the global financial crisis in 2008 and 2009.

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The chart below compares the cumulative net charge-off rate for our ABS deals to expected base case net loss rates from two of the credit rating agencies that rate our ABS deals. Our ABS deals have historically outperformed the expected base case net loss rates (which is the Kroll’s 6.0% and S&P’s 6.3% line in the graph below) from the credit rating agencies.

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Streamlined Dealership POS Software Platform

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approximately half of our loan originations were started directly on our custom portal. All applications, regardless of which platform they are started, must be completed on our portal to receive a full approval. Additionally, since, according to Cox Automotive’s 2025 Car Buyer Journey Study, the average vehicle buyer visits more than two dealerships when purchasing a car, we believe our streamlined process provides significant value for our dealership partners, who are able to work with a consumer to complete the sale before the consumer leaves the dealership and risk losing the sale. We believe that as a result of both our fast funding and efficient process, by working with Lendbuzz, our dealership partners can both turn over their working capital faster and increase the total number of vehicles they can sell.

Enhanced Digital Consumer Experience

In addition to redesigning the auto lending process to be entirely digital for the dealership, we have significantly reduced the friction for the consumer. We engage directly with consumers through an easy-to-use, digital experience. As discussed above, this contributes to faster data collection, underwriting, and ultimate closing of the sale, all benefitting the consumer experience. All information provided by the dealership, on behalf of the consumer, is transferred to the consumer’s loan application electronically. Consumers are engaged while at the dealership through a mobile-enabled digital process that is both more user friendly and faster compared to traditional paper-based processes.

An initial text message introduces Lendbuzz as an auto lender and asks the consumer to link their bank account via a third-party API. When consumers link their bank account, we are able to approve the application and clear all stipulations within seconds.

Following approval, a second text message notifies the consumer of the approval and provides a link to DocuSign their contract, which completes the process. Our digital process creates considerably less friction for the consumer compared to both non prime and prime alternatives, further differentiating Lendbuzz.

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Due to our strong credit outperformance, we have priced consumers in our target market lower than most of our competitors, despite the whole sector, including us, increasing our pricing due to higher interest rates. For more details on the recent interest rate trends in our portfolio, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Return on Average Assets and Average Equity.” Many of our competitors price no and thin credit file consumers at state maximum rates – ranging generally from 17% to 36%, according to the Conference of State Bank Supervisors, depending upon the state – compared to an average of 18% for us. Our lower pricing has helped to drive a positive selection among consumers, further improving our credit performance. When we approve an application, our conversion rates have been over 90%. We believe our more favorable auto loan pricing also enables consumers to afford a better vehicle.

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Business Model

Our Dealership Go-to-Market Strategy

We go-to-market through dealerships. We primarily utilize a “feet-on-the-street” salesforce, hiring sales representatives in each metro area Lendbuzz operates in, to engage, sign, and manage our dealership relationships. As of December 31, 2025, we had 144 sales employees.

Since Lendbuzz was first launched in Massachusetts, we initially expanded our footprint into adjacent states in the northeast U.S. and then into other U.S. regions. From our dealership portal launch in 2018, through the quarter ended December 31, 2025, we have grown our Active Dealership count to 2,344. For context, some of the larger, longer tenured auto loan originators partner with over 20,000 dealerships.

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As of December 31, 2025, we operated primarily in six states: California, Florida, Massachusetts, New Jersey, New York and Texas. We plan to continue to expand in these existing markets and realize the benefits from enhanced brand awareness, as our footprint increases in a particular market.

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In new geographies, our sales representatives rely on their own relationships or by engaging new dealerships through “cold calling.” As our brand awareness has increased in more established metropolitan areas, we have started to receive inbound calls from dealerships. For example, we developed a relationship with one of the largest publicly held franchise dealership chains because one of their dealerships was losing business to dealerships we worked with.

Our Dealership Value Proposition, Retention, Penetration and Floorplan

We provide a differentiated value proposition for dealerships, helping to drive our dealership NPS of 83:

Accelerated Sales and Reduced Consumer Turn Downs

Our ability to underwrite no credit file, thin credit file and near prime consumers allows dealerships to expand the pool of consumers to whom they can sell vehicles, as well as the quality of vehicles which consumers can afford.

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Real Time Credit Decisioning

Same Day Funding

We believe our competitors can take up to a week to provide funding for a loan, whereas we typically fund over 74% within eight hours once the consumer and dealership have provided all necessary documentation to move forward. Dealerships are highly focused on their working capital, and the faster they receive funding for a vehicle sale, the earlier they can use those funds to purchase their next vehicle for their inventory.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

Lendbuzz Inc. S-1/A