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Orion Digital (NASDAQ: ORIO) grows platforms, boosts Q1 2026 adjusted EBITDA

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Form Type
6-K

Rhea-AI Filing Summary

Orion Digital Corp. reported Q1 2026 revenue of $16.9 million, down 3% from $17.3 million a year earlier, as it exited legacy brokerage and Canadian payments operations while growing its core platforms. Subscription and services revenue was $10.5 million, or 63% of total revenue.

Wealth revenue rose 12% to $3.9 million on assets under management of $495.6 million, up 14%. Payments revenue was $2.3 million on $2.7 billion of European volume, up 12%. Net loss narrowed to $5.8 million from $11.9 million, helped by a smaller revaluation loss.

Adjusted EBITDA improved 46% to $1.5 million and cash provided by operations before investment in gross loans receivable increased 6% to $4.0 million. Cash and restricted cash reached $25.6 million, supported by monetizing the WonderFi stake and disciplined loan portfolio management. Orion guided Q2 2026 adjusted EBITDA to about $2.5–$3.5 million and full‑year 2026 adjusted EBITDA to about $6.0–$7.0 million while temporarily cutting Q2 loan originations by roughly 50% from Q1 levels.

Positive

  • None.

Negative

  • None.

Insights

Orion is shifting toward higher‑margin platforms with improving profitability but modest top-line pressure.

Orion generated Q1 2026 revenue of $16.9 million, slightly below the prior year, as it deliberately exited lower-margin brokerage and Canadian payments lines. Core engines are expanding: Wealth revenue grew 12% and Payments processed $2.7 billion in European volume, up 12%.

Profitability metrics improved meaningfully. Adjusted EBITDA rose 46% to $1.5 million, while adjusted net loss narrowed to $0.7 million. Net loss halved to $5.8 million, largely because the prior year included a sizable revaluation loss on marketable securities.

Liquidity is solid, with cash and restricted cash of $25.6 million and total cash, marketable securities and investments of $35.4 million. Management guides Q2 adjusted EBITDA of about $2.5–$3.5 million and full‑year $6.0–$7.0 million, while temporarily reducing Q2 loan originations by roughly 50% before planning to ramp originations and marketing in the second half of 2026.

Total revenue $16.9M Three months ended March 31, 2026 (vs $17.3M in 2025)
Net loss $5.8M Three months ended March 31, 2026 (vs $11.9M in 2025)
Adjusted EBITDA $1.5M Q1 2026, up 46% from $1.1M in Q1 2025
Cash and restricted cash $25.6M As of March 31, 2026 (vs $13.0M as of March 31, 2025)
Assets under management $495.6M Wealth platform AUM as of March 31, 2026, up 14% year-over-year
European transaction volume $2.7B Carta payments volume in Q1 2026, up 12% vs Q1 2025
Loans receivable, net $60.4M Consumer lending portfolio as of March 31, 2026
Q2 2026 adjusted EBITDA guidance $2.5M–$3.5M Company outlook for the quarter ending June 30, 2026
Adjusted EBITDA financial
"Adjusted EBITDA was $1.5 million in Q1 2026, an increase of 46% from $1.1 million in Q1 2025."
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
non-IFRS financial measures financial
"This MD&A makes reference to certain non‑IFRS financial measures. These measures are not recognized measures under IFRS..."
Non-IFRS financial measures are company-reported numbers that modify or exclude items from standard accounting results so management can highlight what it sees as underlying business performance—common examples are adjusted EBITDA or adjusted earnings per share. They matter to investors because they can make trends clearer by removing unusual or noncash items, like cleaning lens smudges off a camera, but they require scrutiny since companies decide what to exclude and comparisons across firms may not be uniform.
expected credit losses financial
"These macroeconomic factors were used to generate various forward-looking scenarios used in the calculation of allowance for loan losses."
Expected credit losses are an accounting estimate of how much a lender or company expects to lose when borrowers or customers don’t fully pay what they owe, combining how likely nonpayment is with how big the loss would be. Investors care because these estimates determine how much a firm must set aside from earnings as a reserve, directly affecting reported profits, balance-sheet strength and perceptions of credit risk—like setting aside a rainy-day fund for unpaid bills.
IFRS 9 financial
"The following table provides a breakdown of gross loans receivable and allowance for loan losses ... by their IFRS 9 – Financial Instruments expected credit loss measurement stage."
IFRS 9 is an international accounting rule for how companies record and report financial instruments such as loans, bonds and derivatives. It sets standards for how assets are classified and measured, how expected credit losses are estimated and when hedge protections can be shown, which affects reported profits and balance-sheet strength. For investors, it matters because it changes when and how quickly credit problems or market risks appear in financial statements—like updating a household budget to reflect likely future bills sooner.
Intelligent Investing financial
"Intelligent Investing is the Company's unified wealth platform, built around a single objective: improving capital allocation decisions for individual investors over time."
credit facility financial
"The credit facility consists of a $60,000 senior secured credit facility."
A credit facility is a flexible loan arrangement that allows a borrower to access funds up to a set limit whenever needed, similar to a company having an overdraft option on a bank account. It matters to investors because it indicates how easily a business can secure cash when required, affecting its ability to manage expenses, invest, or respond to financial challenges.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the month of May 2026

 

 

Commission File Number: 001-38409

 

 

Orion Digital Corp.

(formerly Mogo Inc.)

 

516-409 Granville St.

Vancouver, British Columbia

V6C 1T2, Canada

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or

Form 40-F.

 

 

Form 20-F

Form 40-F

 

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

 

 

 

 


 

Form 6-K Exhibit Index

 

Exhibit

Number

 

Document Description

99.1

Unaudited interim condensed consolidated financial statements for the three months ended March 31, 2026

 

 

 

99.2

Management’s discussion and analysis for the three months ended March 31, 2026

 

 

 

99.3

Form 52-109F2 - Certificate of Interim Filings (CEO)

 

 

 

99.4

Form 52-109F2 - Certificate of Interim Filings (CFO)

 

 

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Orion Digital Corp.

 

 

 

 

 

Date: May 7, 2026

By:

/s/ Gregory Feller

 

 

 

Name: Gregory Feller

 

 

 

Title: President & Chief Financial Officer

 

 

 

 

 

 


 

Exhibit 99.1

 

 

 

 

Page

Interim Condensed Consolidated Statements of Financial Position as at March 31, 2026 and December 31, 2025

 

F-2

Interim Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended March 31, 2026 and 2025

 

F-3

Interim Condensed Consolidated Statements of Changes in Equity (Deficit) for the three months ended March 31, 2026 and 2025

 

F-4

Interim Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025

 

F-5

Notes to the Interim Condensed Consolidated Financial Statements

 

F-6

 

 

 

 


 

Orion Digital Corp.

Interim Condensed Consolidated Statements of Financial Position

(Unaudited)

(Expressed in thousands of Canadian Dollars)

 

 

 

 

Note

 

March 31,
2026

 

December 31,
2025

Assets

 

 

 

 

 

 

Cash and cash equivalent

 

 

 

23,742

 

17,702

Restricted cash

 

 

 

1,823

 

2,462

Marketable securities

 

5

 

4,659

 

14,591

Loans receivable, net

 

4

 

60,446

 

60,650

Prepaid expenses and other receivables

 

 

 

6,768

 

6,495

Investment portfolio

 

13

 

5,147

 

6,484

Property and equipment

 

 

 

169

 

175

Investment in sublease, net and right-of-use assets

 

 

 

616

 

724

Intangible assets

 

6

 

24,869

 

25,996

Goodwill

 

 

 

38,355

 

38,355

Total assets

 

 

 

166,594

 

173,634

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Accounts payable, accruals and other

 

 

 

15,938

 

16,461

Lease liabilities

 

 

 

854

 

1,020

Credit facility

 

7

 

51,448

 

51,713

Debentures

 

8

 

31,477

 

31,886

Deferred tax liability

 

 

 

134

 

233

Total liabilities

 

 

 

99,851

 

101,313

 

 

 

 

 

 

Equity

 

 

 

 

 

 

Share capital

 

15a

 

388,670

 

388,730

Contributed surplus

 

 

 

39,346

 

39,117

Foreign currency translation reserve

 

 

 

(1,418)

 

(1,483)

Deficit

 

 

 

(359,855)

 

(354,043)

Total equity

 

 

 

66,743

 

72,321

Total equity and liabilities

 

 

 

166,594

 

173,634

 

Approved on Behalf of the Board

Signed by “Greg Feller” , Director

Signed by “Christopher Payne” , Director

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

F-2


 

Orion Digital Corp.

Interim Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(Unaudited)

(Expressed in thousands of Canadian Dollars, except per share amounts)

 

 

 

 

 

Three months ended

 

 

Note

 

March 31,
2026

 

March 31,
2025

Revenue

 

 

 

 

 

 

Subscription and services

 

 

 

10,536

 

10,731

Interest revenue

 

 

 

6,320

 

6,599

 

9,10a

 

16,856

 

17,330

Cost of revenue

 

 

 

 

 

 

Provision for loan losses, net of recoveries

 

4

 

4,638

 

4,814

Transaction costs

 

 

 

579

 

904

 

 

 

5,217

 

5,718

Gross profit

 

 

 

11,639

 

11,612

Operating expenses

 

 

 

 

 

 

Technology and development

 

 

 

2,972

 

2,782

Marketing

 

 

 

963

 

1,147

Customer service and operations

 

 

 

2,578

 

2,603

General and administration

 

 

 

3,598

 

4,030

Stock-based compensation

 

15c

 

229

 

475

Depreciation and amortization

 

6

 

2,026

 

1,954

Total operating expenses

 

11

 

12,366

 

12,991

Loss from operations

 

 

 

(727)

 

(1,379)

Other expenses (income)

 

 

 

 

 

 

Credit facility interest expense

 

7

 

1,372

 

1,446

Debenture and other financing expense

 

8,16

 

746

 

913

Accretion related to debentures

 

8

 

131

 

154

Revaluation loss

 

12

 

2,863

 

7,662

Other non-operating expense

 

 

 

72

 

416

 

 

 

5,184

 

10,591

Net loss before tax

 

 

 

(5,911)

 

(11,970)

Income tax recovery

 

 

 

(99)

 

(99)

Net loss

 

 

 

(5,812)

 

(11,871)

Other comprehensive loss:

 

 

 

 

 

 

Items that are or may be reclassified subsequently to profit or loss:

 

 

 

 

 

 

Foreign currency translation reserve gain (loss)

 

 

 

65

 

(762)

Other comprehensive income (loss)

 

 

 

65

 

(762)

Total comprehensive loss

 

 

 

(5,747)

 

(12,633)

Net loss per share

 

 

 

 

 

 

Basic loss per share

 

 

 

(0.24)

 

(0.49)

Weighted average number of basic and fully diluted common shares (in 000s)

 

 

 

23,848

 

24,383

Weighted average number of fully diluted common shares (in 000s)

 

 

 

23,848

 

24,383

 

 

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

F-3


 

Orion Digital Corp.

Interim Condensed Consolidated Statements of Changes in Equity (Deficit)

(Unaudited)

(Expressed in thousands of Canadian Dollars, except share amounts)

 

 

 

 

Number of
shares, net of treasury shares (000s)

 

 

Share
capital

 

Contributed
surplus

 

Foreign currency translation reserve

 

Deficit

 

Total

Balance, December 31, 2025

 

23,752

 

 

388,730

 

39,117

 

(1,483)

 

(354,043)

 

72,321

Net loss

 

 

 

 

 

 

(5,812)

 

(5,812)

Purchase of common shares for cancellation (Note 15a)

 

(49)

 

 

(70)

 

 

 

 

(70)

Foreign currency translation reserve

 

 

 

 

 

65

 

 

65

Stock-based compensation (Note 15c)

 

 

 

 

229

 

 

 

229

Other equity adjustment

 

 

 

10

 

 

 

 

10

Balance, March 31, 2026

 

23,703

 

 

388,670

 

39,346

 

(1,418)

 

(359,855)

 

66,743

 

 

 

 

Number of
shares, net of treasury shares (000s)

 

 

Share
capital

 

Contributed
surplus

 

Foreign currency translation reserve

 

Deficit

 

Total

Balance, December 31, 2024

 

24,281

 

 

389,717

 

37,424

 

(416)

 

(345,508)

 

81,217

Net loss

 

 

 

 

 

 

(11,871)

 

(11,871)

Foreign currency translation reserve

 

 

 

 

 

(762)

 

 

(762)

Stock-based compensation (Note 15c)

 

 

 

 

475

 

 

 

475

Balance, March 31, 2025

 

24,281

 

 

389,717

 

37,899

 

(1,178)

 

(357,379)

 

69,059

 

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

 

F-4


 

Orion Digital Corp.

Interim Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Expressed in thousands of Canadian Dollars

 

 

 

 

 

 

 

 

 

Three months ended

Cash provided by (used in) the following activities:

Note

 

March 31,
2026

 

March 31,
2025

Operating activities

 

 

 

 

 

Net loss

 

 

(5,812)

 

(11,871)

 Items not affecting cash and other items:

 

 

 

 

 

 Depreciation and amortization

6

 

2,026

 

1,954

 Provision for loan losses

4

 

4,638

 

4,833

 Credit facility interest expense

7

 

1,372

 

1,446

 Debenture and other financing expense

8,16

 

749

 

913

 Accretion related to debentures

8

 

131

 

154

 Stock-based compensation expense

15c

 

229

 

475

 Revaluation loss

12

 

2,863

 

7,662

 Other non-operating expense

 

 

 

37

 Income tax recovery

 

 

(99)

 

(99)

 

 

6,097

 

5,504

 Changes in:

 

 

 

 

 

 Net issuance of loans receivable

 

 

(4,434)

 

(3,210)

 Prepaid expenses, and other receivables and assets

 

 

(263)

 

5,896

 Accounts payable, accruals and other

 

 

(428)

 

(4,813)

 Restricted cash

 

 

639

 

(709)

 Net investment in sub-lease

 

 

112

 

112

 

 

1,723

 

2,780

 Interest paid

 

 

(2,142)

 

(2,220)

 Net cash (used in) provided by operating activities

 

 

(419)

 

560

 

 

 

 

 

 Investing activities

 

 

 

 

 

 Investment in intangible assets

6

 

(815)

 

(454)

 Proceeds from sale of investment portfolio

 

 

 

715

 Proceeds from sale of marketable securities

 

 

8,387

 

1,732

 Purchases of property and equipment

 

 

(65)

 

(4)

 Net cash provided by investing activities

 

 

7,507

 

1,989

 

 

 

 

 

 Financing activities

 

 

 

 

 

 Lease liabilities – principal payments

 

 

(167)

 

(159)

 Repayments on debentures

8

 

(556)

 

(536)

 Advances on credit facility

7

 

 

1,920

 Repayments on credit facility

7

 

(257)

 

(2,471)

 Repurchase of common shares

15a

 

(70)

 

 Net cash used in financing activities

 

 

(1,050)

 

(1,246)

 

 

 

 

 

 

 

 

 

 

 Effect of exchange rate fluctuations on cash and cash equivalents

 

2

 

(13)

 Net increase in cash and cash equivalent

 

 

6,040

 

1,290

 Cash and cash equivalent, beginning of period

 

 

17,702

 

8,530

 Cash and cash equivalent, end of period

 

 

23,742

 

9,820

 

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

F-5


Orion Digital Corp.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three months ended March 31, 2026 and 2025

 

1.
Nature of operations

On December 29, 2025 Mogo Inc. changed its name to Orion Digital Corp ("Orion Digital," "Orion" or the "Company").

Mogo Inc. was incorporated under the Business Corporations Act (British Columbia) on June 21, 2019 following the combination with Mogo Finance Technology Inc. The address of the Company's registered office is Suite 1700, Park Place, 666 Burrard Street, Vancouver, British Columbia, Canada, V6C 2X8. The Company’s common shares (the “Common Shares”) are listed on the Toronto Stock Exchange (“TSX”) and the Nasdaq Capital Market under the symbol “ ORIO”.

Orion Digital Corp. is a financial technology company operating digital platforms across wealth and payments, supported by a consumer lending business in Canada. The Company’s Wealth platform, Intelligent Investing, provides long-term investing solutions to the Canadian market. Orion also operates a consumer lending business in Canada. The Company’s Payments business is operated through Carta Worldwide (“Carta”), a wholly owned subsidiary that provides issuer processing, program management, and regulated payment orchestration services across Europe. The Company allocates capital to support growth in its Wealth and Payments platforms and to maintain balance sheet flexibility.

 

2.
Basis of presentation

Statement of compliance

These interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting as issued by the International Accounting Standards Board® and should be read in conjunction with the Company's last annual consolidated financial statements as at and for the year ended December 31, 2025. They do not include all of the information required for a complete set of financial statements prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board®. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Company's financial position and performance since the last annual financial statements.

The Company presents its interim condensed consolidated statements of financial position on a non-classified basis in order of liquidity.

These interim condensed consolidated financial statements were authorized by the Board of Directors (the “Board”) to be issued on May 7, 2026.

The Company continues to adopt a going concern basis in preparing the consolidated financial statements.

Functional and presentation currency

These interim condensed consolidated financial statements are presented in Canadian dollars. The functional currency of each subsidiary is determined based on the currency of the primary economic environment in which that subsidiary operates. The functional currency of each subsidiary that is not in Canadian dollars is as follows: Carta Financial Services Ltd. (GBP), Carta Solutions Processing Services Cyprus Ltd. (EUR), Carta Solutions Processing Services Corp. (MAD), Carta Solutions Singapore PTE. Ltd. (SGD), Moka Financial Technologies Europe (EUR).

F-6


Orion Digital Corp.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three months ended March 31, 2026 and 2025

 

3.
Material accounting policies

 

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Company’s annual consolidated financial statements for the year ended December 31, 2025.

Significant accounting judgements, estimates and assumptions

The preparation of the interim condensed consolidated financial statements requires management to make

estimates, assumptions and judgments that affect the reported amount of assets and liabilities, the disclosure of

contingent assets and liabilities and the reported amount of revenues and expenses during the period. The critical accounting estimates and judgments have been set out in the notes to the Company’s consolidated financial statements for the year ended December 31, 2025.

 

On May 31, 2024, the Government of Canada amended section 347 of the Criminal Code effective January 1, 2025. Under the amended section 347 certain revolving line of credit agreements executed prior to January 1, 2025 bearing an APR of approximately 47% qualify under the transitional provisions and continue to accrue interest at the contractual rate.

During 2025, the United States government announced tariffs on imported goods, increasing uncertainty regarding their potential impact on the economies in which the Company operates. This uncertainty has been considered in the evaluation of expected credit losses as at March 31, 2026. The scenarios used reflect the uncertainty inherent in the potential imposition of tariffs and other macroeconomic variables. The Company considers a range of macroeconomic scenarios, including the possibility of a more severe recession resulting from the imposition of tariffs, and the weighting of these scenarios reflects the downside risks and uncertainty known as at December 31, 2025. Changes to these forecasts and related estimates will be reflected in future periods as new information becomes available.

New and amended standards and interpretations

The Company assessed the amendments to IFRS 9 and IFRS 7 effective January 1, 2026, including clarifications related to the assessment of contractual cash flow characteristics of financial assets and the derecognition of financial liabilities in electronic payment systems. Based on this assessment, the Company determined that these amendments did not have a material impact on the classification or measurement of its financial assets and liabilities, nor on its disclosures.

Certain other new or amended standards and interpretations became effective on January 1, 2026, but do not have an impact on the interim condensed consolidated financial statements of the Company.

 

Standards issued but not yet effective

In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements. IFRS 18 replaces IAS 1 Presentation of Financial Statements and sets out requirements for the presentation and disclosure of information in general purpose financial statements. The standard applies to annual reporting periods beginning on or after January 1, 2027 and is to be applied retrospectively, with early adoption permitted. The Company expects the adoption of IFRS 18 to primarily affect the presentation and disclosure of information in the consolidated financial statements. The Company does not expect the standard to significantly affect the recognition or measurement of amounts recognized in the consolidated financial statements. The Company continues to assess the detailed impact of IFRS 18 ahead of its adoption.

 

 

 

F-7


Orion Digital Corp.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three months ended March 31, 2026 and 2025

 

4.
Loans receivable

Loans receivable represent lines of credit advanced to customers in the normal course of business. The following table provides a breakdown of gross loans receivable and allowance for loan losses by aging bucket, which represents the Company's assessment of credit risk exposure and by their IFRS 9 – Financial Instruments expected credit loss measurement stage. The entire loan balance of a customer is aged in the same category as its oldest individual past due payment, to align with the stage groupings used in calculating the allowance for loan losses under IFRS 9. Stage 3 gross loans receivable include net balances outstanding and still anticipated to be collected for loans previously charged off (March 31, 2026 - $3,544, December 31, 2025 - $3,517). These are carried in gross receivables at the net expected collectable amount with no associated allowance.

 

 

 

 

 

As at March 31, 2026

Risk Category

 

Days past due

 

Stage 1

 

Stage 2

 

Stage 3

 

Total

Strong

 

Not past due

 

62,163

 

 

 

62,163

Lower risk

 

1-30 days past due

 

3,318

 

 

 

3,318

Medium risk

 

31-60 days past due

 

 

1,062

 

 

1,062

Higher risk

 

61-90 days past due

 

 

983

 

 

983

Non-performing

 

91+ days past due or bankrupt

 

 

 

10,350

 

10,350

 

Gross loans receivable

 

65,481

 

2,045

 

10,350

 

77,876

 

Allowance for loan losses

 

(9,481)

 

(1,699)

 

(6,250)

 

(17,430)

 

Loans receivable, net

 

56,000

 

346

 

4,100

 

60,446

 

 

 

 

 

As at December 31, 2025

Risk Category

 

Days past due

 

Stage 1

 

Stage 2

 

Stage 3

 

Total

Strong

 

Not past due

 

61,350

 

 

 

61,350

Lower risk

 

1-30 days past due

 

4,173

 

 

 

4,173

Medium risk

 

31-60 days past due

 

 

1,147

 

 

1,147

Higher risk

 

61-90 days past due

 

 

898

 

 

898

Non-performing

 

91+ days past due or bankrupt

 

 

 

10,064

 

10,064

 

Gross loans receivable

 

65,523

 

2,045

 

10,064

 

77,632

 

Allowance for loan losses

 

(9,481)

 

(1,634)

 

(5,867)

 

(16,982)

 

Loans receivable, net

 

56,042

 

411

 

4,197

 

60,650

 

 

 

 

F-8


Orion Digital Corp.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three months ended March 31, 2026 and 2025

 

4.
Loans receivable (Continued from previous page)

 

In determination of the Company’s allowance for loan losses, internally developed models are used to factor in credit risk related metrics, including the probability of defaults, the loss given default and other relevant risk factors. Management also considered the impact of key macroeconomic factors and determined that historic loan losses are mostly correlated with unemployment rate, inflation rate, bank prime rate and GDP growth rate. These macroeconomic factors were used to generate various forward-looking scenarios used in the calculation of allowance for loan losses. If management were to assign 100% probability to a pessimistic scenario forecast, the allowance for credit losses would have been $1,667 higher than the reported allowance for credit losses as at March 31, 2026 (December 31, 2025 – $1,002 higher).

 

Overall changes in the allowance for loan losses are summarized below:

 

 

 

Three months ended

 

 

March 31,
2026

 

March 31,
2025

 

 

 

 

 

Balance, beginning of the period

 

16,982

 

14,076

Provision for loan losses

 

 

 

 

   Originations

 

902

 

670

   Repayments

 

(282)

 

(350)

   Re-measurement

 

4,824

 

4,513

Charge offs

 

(4,996)

 

(3,930)

Balance, end of the period

 

17,430

 

14,979

 

 

 

5. Marketable securities

 

 

 

As at

 

 

March 31,
2026

 

December 31,
2025

WonderFi Technologies Inc.

 

 

8,698

Bitcoin ETFs

 

2,798

 

3,563

Others

 

1,861

 

2,330

Total

 

4,659

 

14,591

 

 

 

F-9


Orion Digital Corp.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three months ended March 31, 2026 and 2025

 

6. Intangible assets

 

 

Internally
generated technology–
completed

 

Internally
generated technology–
in progress

 

Software
licenses

 

Acquired technology assets

 

Customer relationships

 

Brand

 

Regulatory licenses

 

Total

Cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2024

 

26,780

 

2,087

 

498

 

21,000

 

8,900

 

1,000

 

6,800

 

67,065

Additions

 

 

2,609

 

 

 

 

 

 

2,609

Impairment

 

 

(34)

 

 

 

 

 

 

(34)

Derecognition – fully amortized assets

 

 

 

(535)

 

 

 

 

 

(535)

Transfers

 

2,295

 

(2,295)

 

 

 

 

 

 

Foreign exchange translation

 

 

5

 

37

 

 

 

 

 

42

Balance, December 31, 2025

 

29,075

 

2,372

 

 

21,000

 

8,900

 

1,000

 

6,800

 

69,147

Additions

 

 

815

 

 

 

 

 

 

815

Transfers

 

507

 

(507)

 

 

 

 

 

 

Balance, March 31, 2026

 

29,582

 

2,680

 

 

21,000

 

8,900

 

1,000

 

6,800

 

69,962

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2024

 

17,966

 

 

408

 

8,022

 

4,622

 

 

4,967

 

35,985

Amortization

 

3,047

 

 

96

 

2,101

 

1,065

 

 

1,361

 

7,670

Disposals

 

 

 

(535)

 

 

 

 

 

(535)

Foreign exchange translation

 

 

 

31

 

 

 

 

 

31

Balance, December 31, 2025

 

21,013

 

 

 

10,123

 

5,687

 

 

6,328

 

43,151

Amortization

 

810

 

 

 

525

 

266

 

 

340

 

1,941

Foreign exchange translation

 

1

 

 

 

 

 

 

 

1

Balance, March 31, 2026

 

21,824

 

 

 

10,648

 

5,953

 

 

6,668

 

45,093

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net book value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2025

 

8,062

 

2,372

 

 

10,877

 

3,213

 

1,000

 

472

 

25,996

Balance, March 31, 2026

 

7,758

 

2,680

 

 

10,352

 

2,947

 

1,000

 

132

 

24,869

 

Amortization of intangible assets of $1,941 for the three months ended March 31, 2026 (March 31, 2025 – $1,867) is included in depreciation and amortization in the interim condensed consolidated statements of operations and comprehensive income (loss).

 

F-10


Orion Digital Corp.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three months ended March 31, 2026 and 2025

 

7. Credit facility

The credit facility consists of a $60,000 senior secured credit facility. On February 26, 2025, the Company amended its credit facility to extend the maturity date by three years, from January 2, 2026 until January 2, 2029. As part of the amendment, certain financial covenants were modified, and the interest rate was reduced by 100 basis points to 7% plus the greater of i) 2% and ii) the Secured Overnight Financing Rate (“SOFR”). There is a 0.33% fee on the available but undrawn portion of the $60,000 facility. Availability under the facility is determined monthly based on the level of eligible loan receivables. Borrowing capacity fluctuates with the amount of eligible loans, and any borrowings in excess of the eligible loan receivables must be repaid in accordance with the terms of the agreement. The principal and interest balance outstanding for the credit facility as at March 31, 2026 was $51,448 (December 31, 2025 – $51,713).

The credit facility is subject to certain covenants and events of default. As at March 31, 2026 and December 31, 2025, the Company was in compliance with these covenants. Interest expense on the credit facility for the three months ended March 31, 2026 was $1,372 (March 31, 2025 – $1,446) is included in credit facility interest expense in the interim condensed consolidated statements of operations and comprehensive income (loss).

 

The Company has provided its senior lenders with a general security interest in all present and after acquired personal property of the Company, including certain pledged financial instruments, cash and cash equivalents.

 

 

 

 

As at

 

 

March 31,
2026

 

December 31, 2025

Balance, beginning of the period

 

51,713

 

48,792

Advances from credit facility

 

 

4,942

Payments on credit facility

 

(257)

 

(2,499)

Interest payable

 

(8)

 

478

Balance, end of the period

 

51,448

 

51,713

 

 

 

 

F-11


Orion Digital Corp.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three months ended March 31, 2026 and 2025

 

8. Debentures

The Company's debentures pay interest at a coupon rate between 8 - 10% per annum. Payments of interest and principal are made to debenture holders on a quarterly basis on the first business day following the end of a calendar quarter, at the Company's option either in cash or Common Shares.

The debenture repayments are payable in either cash or Common Shares, at Orion's option. The number of Common Shares required to settle the repayments is variable based on the Company's share price at the repayment date.

 

The Company’s debentures balance includes the following:

 

 

 

As at

 

 

March 31,
2026

 

December 31,
2025

Principal balance

 

32,194

 

32,685

Discount

 

(1,374)

 

(1,501)

 

 

30,820

 

31,184

Interest payable

 

657

 

702

 

31,477

 

31,886

 

 

 

 

As at

 

 

March 31,
2026

 

December 31,
2025

Balance, beginning of the period

 

31,886

 

35,287

Principal repayments

 

(556)

 

(2,333)

Discount accretion

 

131

 

553

Modification

 

 

(1,345)

Other

 

16

 

(276)

Balance, end of the period

 

31,477

 

31,886

 

 

The debentures are secured by the assets of the Company, governed by the terms of a trust deed and, among other things, are subject to a subordination agreement to the credit facility which effectively extends the individual maturity dates of the debentures to January 2, 2029 being the maturity date of the credit facility.

As at March 1, 2025, the Company adjusted the amortised cost of the debentures to give effect to the amended maturity date of the Company's senior secured credit facility from January 2, 2026 to January 2, 2029. The Company determined this constituted a non-substantial modification of the existing debentures and the amortised cost of the debentures was recalculated by discounting the revised estimated future cash flows at the existing effective interest rate. The impact of the modification was recorded in revaluation gain (loss) in the interim condensed consolidated statements of operations and comprehensive income (loss).

 

F-12


Orion Digital Corp.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three months ended March 31, 2026 and 2025

 

8. Debentures (Continued from previous page)

The outstanding debenture principal repayment dates, after giving effect to the subordination agreement referenced above, are as follows:

 

 

Principal component of quarterly payment

 

Principal due on maturity

 

Total

2026

 

1,706

 

 

1,706

2027

 

2,438

 

 

2,438

2028

 

2,639

 

 

2,639

2029

 

663

 

24,748

 

25,411

 

7,446

 

24,748

 

32,194

 

 

 

 

9. Revenue

The following table is a provides a breakdown of the Company’s total revenues:

 

 

Three months ended

 

 

March 31,
2026

 

March 31,
2025

Interest revenue

 

6,320

 

6,599

Wealth revenue

 

3,891

 

3,481

Payments revenue

 

2,307

 

2,555

Other Subscription and Services revenue

 

4,338

 

4,695

Total revenue

 

16,856

 

17,330

 

 

F-13


Orion Digital Corp.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three months ended March 31, 2026 and 2025

 

10. Geographic information

(a)
Revenue

Revenue presented below has been based on the geographic location of customers.

 

 

Three months ended

 

 

March 31,
2026

 

March 31,
2025

Canada

 

14,549

 

15,022

Europe

 

2,307

 

2,308

Total

 

16,856

 

17,330

 

 

 

(b)
Non-current assets

Non-current assets presented below has been based on geographic location of the assets. Intangible assets are allocated based on the location of their legal registration.

 

 

 

As at

 

 

March 31,
2026

 

December 31,
2025

Canada

 

63,878

 

65,134

Europe

 

92

 

100

Other

 

39

 

16

Total

 

64,009

 

65,250

 

 

F-14


Orion Digital Corp.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three months ended March 31, 2026 and 2025

 

11. Expense by nature and function

 

The following table summarizes the Company’s operating expenses by nature:

 

 

 

Three months ended

 

 

March 31,
2026

 

March 31,
2025

Personnel expense

 

5,323

 

5,886

Depreciation and amortization

 

2,026

 

1,954

Hosting and software licenses

 

1,785

 

1,297

Marketing

 

909

 

1,110

Professional services

 

826

 

681

Stock-based compensation

 

229

 

475

Insurance and licenses

 

367

 

375

Credit verification costs

 

274

 

190

Premises

 

183

 

201

Others

 

444

 

822

Total

 

12,366

 

12,991

 

The following table summarizes the Company’s operating expenses by function including stock-based compensation and depreciation and amortization from the interim condensed consolidated statements of operations and comprehensive income (loss):

 

 

 

Three months ended

 

 

March 31,
2026

 

March 31,
2025

Technology and development

 

4,281

 

4,134

Marketing

 

966

 

1,162

Customer service and operations

 

2,618

 

2,706

General and administration

 

4,501

 

4,989

Total

 

12,366

 

12,991

 

 

 

F-15


Orion Digital Corp.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three months ended March 31, 2026 and 2025

 

12. Revaluation loss (gain)

 

 

 

Three months ended

 

 

March 31,
2026

 

March 31,
2025

Realized loss (gain) on investment portfolio and marketable securities

 

311

 

(257)

Unrealized loss on investment portfolio and marketable securities

 

2,697

 

10,090

Unrealized loss (gain) on debentures

 

5

 

(1,367)

Realized foreign exchange (gain) loss

 

(11)

 

14

Unrealized foreign exchange gain

 

(139)

 

(818)

Total

 

2,863

 

7,662

 

 

 

 

13. Fair value of financial instruments

(a) Accounting classifications and fair values

The following table shows the carrying amount and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. During the three months ended March 31, 2026, there have not been any transfers between fair value hierarchy levels.

 

 

 

 

 

Carrying amount

 

Fair value

March 31, 2026

 

Note

 

FVTPL

 

Financial asset at
amortized cost

 

Other financial
liabilities

 

Total

 

Level 1

 

Level 2

 

Level 3

 

Total

Financial assets measured at fair value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marketable securities

 

5

 

4,659

 

 

 

4,659

 

4,659

 

 

 

4,659

Investment portfolio

 

 

 

5,147

 

 

 

5,147

 

 

 

5,147

 

5,147

 

 

 

9,806

 

 

 

9,806

 

 

 

 

 

 

 

 

Financial assets not measured at fair value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalent

 

 

 

 

23,742

 

 

23,742

 

23,742

 

 

 

23,742

Restricted cash

 

 

 

 

1,823

 

 

1,823

 

1,823

 

 

 

1,823

Loans receivable

 

4

 

 

60,446

 

 

60,446

 

 

 

 

60,446

 

60,446

Other receivables

 

 

 

 

5,119

 

 

5,119

 

 

 

5,119

 

5,119

 

 

 

 

91,130

 

 

91,130

 

 

 

 

 

 

 

 

Financial liabilities not measured at fair value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable, accruals and other

 

 

 

 

 

15,823

 

15,823

 

 

 

15,823

 

15,823

Credit facility

 

7

 

 

 

51,448

 

51,448

 

 

51,448

 

 

51,448

Debentures

 

8

 

 

 

31,477

 

31,477

 

 

 

28,823

 

28,823

 

 

 

 

 

98,748

 

98,748

 

 

 

 

 

 

 

 

 

F-16


Orion Digital Corp.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three months ended March 31, 2026 and 2025

 

13. Fair value of financial instruments (Continued from previous page)

(a) Accounting classifications and fair values (Continued from previous page)

 

 

 

 

 

Carrying amount

 

Fair value

As at December 31, 2025

 

Note

 

FVTPL

 

Financial asset at amortized cost

 

Other financial liabilities

 

Total

 

Level 1

 

Level 2

 

Level 3

 

Total

Financial assets measured at fair value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marketable securities

 

5

 

14,591

 

 

 

14,591

 

14,951

 

 

 

14,951

Investment portfolio

 

 

 

6,484

 

 

 

6,484

 

 

 

6,484

 

6,484

 

 

 

21,075

 

 

 

21,075

 

 

 

 

 

 

 

 

Financial assets not measured at fair value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalent

 

 

 

 

17,702

 

 

17,702

 

17,702

 

 

 

17,702

Restricted cash

 

 

 

 

2,462

 

 

2,462

 

2,462

 

 

 

2,462

Loans receivable

 

4

 

 

60,650

 

 

60,650

 

 

 

60,650

 

60,650

Other receivables

 

 

 

 

4,846

 

 

4,846

 

 

 

4,846

 

4,846

 

 

 

 

85,660

 

 

85,660

 

 

 

 

 

 

 

 

Financial liabilities not measured at fair value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable, accruals and other

 

 

 

 

 

16,298

 

16,298

 

 

 

16,298

 

16,298

Credit facility

 

7

 

 

 

51,713

 

51,713

 

 

51,713

 

 

51,713

Debentures

 

8

 

 

 

31,886

 

31,886

 

 

 

29,735

 

29,735

 

 

 

 

 

99,897

 

99,897

 

 

 

 

 

 

 

 

 

 

 

F-17


Orion Digital Corp.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three months ended March 31, 2026 and 2025

 

13. Fair value of financial instruments (Continued from previous page)

 

(b) Measurement of fair values:

(i) Valuation techniques and significant unobservable inputs

The following tables show the valuation techniques used in measuring Level 3 fair values for financial instruments in the interim condensed consolidated statements of financial position, as well as the significant unobservable inputs used.

 

Type

Valuation technique

Significant unobservable inputs

Inter-relationship between significant unobservable inputs and fair value

Investment portfolio: Equities Unlisted

 Price of recent investments in the investee company

 

 Implied multiples from recent transactions of the underlying investee companies

 

 Offers received by investee companies

 

 Revenue multiples derived from comparable public companies and transactions

 

 Option pricing model

 Third-party transactions

 

 Revenue multiples (1.7-2.7, 2025: 2.3-2.7)

 

 Balance sheets and last twelve-month revenues for certain of the investee companies

 

 Equity volatility (50-110%, 2025: 50-110%)

 

 Time to exit events

 

 Discount for lack of marketability (5-10%, 2025: 5-10%)

 

 Increases in revenue multiples increases fair value

 

 Increases in equity volatility can increase or decrease fair value depending on class of shares held in the investee company

 

 Increases in estimated time to exit event can increase or decrease fair value depending on class of shares held in the investee company

 

 

 

 

 

Partnership interest and others

 Adjusted net book value

 

 Net asset value per unit

 

 Change in market pricing of comparable companies of the underlying investments made by the partnership

 Increases in net asset value per unit or change in market pricing of comparable companies of the underlying investment made by the partnership can increase fair value

 

F-18


Orion Digital Corp.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three months ended March 31, 2026 and 2025

 

13. Fair value of financial instruments (Continued from previous page)

(b) Measurement of fair values (Continued from previous page):

(i) Valuation techniques and significant unobservable inputs (Continued from previous page)

The following table presents the changes in fair value measurements of the Company’s investment portfolio recognized at fair value at March 31, 2026 and December 31, 2025 and classified as Level 3:

 

 

 

 

As at

 

 

March 31,
2026

 

December 31,
2025

Balance, beginning of the period

 

6,484

 

11,991

Disposal

 

 

(715)

Transfer to Level 1 marketable securities

 

 

(2,600)

Unrealized exchange (loss) gain

 

69

 

(353)

Unrealized loss on investment portfolio

 

(1,406)

 

(1,839)

Balance, end of the period

 

5,147

 

6,484

In 2025, one of the Company’s investments was reclassified from Level 3 to Level 1 following their public listing through a reverse takeover. The investment is now measured using quoted market prices and presented as a marketable security.

The fair value of the Company's current loans receivable, other receivables, and accounts payable, accruals and other approximates its carrying values due to the short-term nature of these instruments. The fair value of the Company's credit facility approximates its carrying amount due to its variable interest rate, which approximates a market interest rate. The fair value of the Company's debentures was determined based on a discounted cash flow analysis using observable market interest rates for instruments with similar terms.

 

 

(ii) Sensitivity analysis

For the fair value of equity securities, reasonably possible changes at the reporting date to one of the significant unobservable inputs, holding other inputs constant, would have the following effects.

 

 

 

 

 

Profit or loss

 

 

 

 

Increase

 

Decrease

Investment portfolio:

 

 

 

 

March 31, 2026

 

Adjusted market multiple (5% movement)

 

257

 

(257)

 

 

 

 

 

 

December 31, 2025

 

Adjusted market multiple (5% movement)

 

324

 

(324)

 

 

 

F-19


Orion Digital Corp.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three months ended March 31, 2026 and 2025

 

14. Nature and extent of risk arising from financial instruments

Risk management policy

In the normal course of business, the Company is exposed to financial risk that arises from a number of sources. Management’s involvement in operations helps identify risks and variations from expectations. As a part of the overall operation of the Company, Management takes steps to avoid undue concentrations of risk. The Company manages these risks as follows:

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counter‑party to a financial instrument fails to meet its contractual obligations and arises primarily from the Company’s loans receivable. The maximum amount of credit risk exposure is limited to accounts receivable, brokerage firm receivables and the gross carrying amount of the loans receivable disclosed in these consolidated financial statements.

The Company acts as a lender of unsecured consumer loans and lines of credit and has little concentration of credit risk with any particular individual, company or other entity, relating to these services. However, the credit risk relates to the possibility of default of payment on the Company’s loans receivable. The Company performs on‑going credit evaluations, monitors aging of the loan portfolio, monitors payment history of individual loans, and maintains an allowance for loan loss to mitigate this risk.

The credit risk decisions on the Company’s loans receivable are made in accordance with the Company’s credit policies and lending practices, which are overseen by the Company’s senior management. Credit quality of the customer is assessed based on a credit rating scorecard and individual credit limits are defined in accordance with this assessment. The consumer loans receivable is unsecured. The Company develops underwriting models based on the historical performance of groups of customer loans which guide its lending decisions. To the extent that such historical data used to develop its underwriting models is not representative or predictive of current loan book performance, the Company could suffer increased loan losses.

The Company cannot guarantee that delinquency and loss levels will correspond with the historical levels experienced and there is a risk that delinquency and loss rates could increase significantly.

Interest rate risk

Changes in market interest rates may have an effect on the cash flows associated with some financial assets and liabilities, known as cash flow risk, and on the fair value of other financial assets or liabilities, known as price risk. The Company is exposed to interest rate risk primarily relating to its credit facility that bears interest fluctuating with the Secured Overnight Financing Rate (“SOFR”). The credit facility does not have a SOFR floor. As at March 31, 2026, SOFR is 3.57% (December 31, 2025 – 3.87%). The debentures have fixed rates of interest and are not subject to variability in cash flows due to interest rate risk.

 

 

F-20


Orion Digital Corp.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three months ended March 31, 2026 and 2025

 

14. Nature and extent of risk arising from financial instruments (Continued from previous page)

Liquidity risk

The Company’s accounts payable and accruals are substantially due within 12 months. The maturity schedule of the Company’s credit facility and debentures is described below. The debentures are subordinated to the credit facility, which has the effect of extending their maturity to the maturity date of the credit facility. Accordingly, the effective maturity of the debentures is linked to that of the credit facility.

The Company has the ability, at its discretion and subject to the terms of the debentures, to settle principal and interest obligations in cash or Common Shares. This feature applies to quarterly debenture payments and can provide flexibility in managing associated cash outflows.

Based on the current contractual terms of its debt arrangements and expected cash flows, the Company does not have material debt maturities within the next 12 months other than scheduled interest and principal payments. The maturity schedule of the Company’s credit facility and debentures is presented below. See Notes 7 and 8 for further details.

 

 

 

2026

 

2027

 

2028

 

2029

Commitments - operational

 

 

 

 

 

 

 

 

Lease payments

 

1,085

 

605

 

 

Accounts payable

 

3,352

 

 

 

Accruals and other

 

12,471

 

 

 

Other purchase obligations

 

585

 

390

 

 

Interest – Credit facility (Note 7)

 

4,607

 

5,515

 

5,515

 

30

Interest – Debentures (Note 8)(1)

 

1,943

 

2,424

 

2,217

 

520

 

24,043

 

8,934

 

7,732

 

550

Commitments – principal repayments

 

 

 

 

 

 

 

 

Credit facility (Note 7)

 

 

 

 

50,977

Debentures (Note 8) (1)

 

1,706

 

2,438

 

2,639

 

25,411

 

1,706

 

2,438

 

2,639

 

76,388

Total contractual obligations

 

25,749

 

11,372

 

10,371

 

76,938

 

 

(1)The debenture repayments are payable in either cash or Common Shares at the Company’s option. The number of Common Shares required to settle the repayments is variable based on the Company’s share price at the repayment date, and accordingly the timing and amount of associated cash outflows may vary. Quarterly debenture payments include both principal and interest components.

 

F-21


Orion Digital Corp.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three months ended March 31, 2026 and 2025

 

15. Equity

 

(a)
Share capital

 

The Company’s authorized share capital is comprised of an unlimited number of Common Shares with no par value and an unlimited number of preferred shares issuable in one or more series. The Board is authorized to determine the rights and privileges and number of shares of each series of preferred shares.

 

As at March 31, 2026, there were 23,894,826 (December 31, 2025 – 23,943,550) Common Shares and no preferred shares issued and outstanding.

 

For the three months ended March 31, 2026, the Company repurchased 48,724 Common Shares for cancellation under the share repurchase program at an average price of CAD $1.44 per share, for a total repurchase cost of $70.

 

(b)
Treasury share reserve

 

The treasury share reserve comprises the cost of the shares held by the Company. As at March 31, 2026, the Company held 190,706 Common Shares in reserve (December 31, 2025 – 190,706).

(c)
Options

 

The Company has a stock option plan (the “Plan”) that provides for the granting of options to directors, officers, employees and consultants. The exercise price of an option is set at the time that such option is granted under the Plan. The maximum number of Common Shares reserved for issuance under the Plan is the greater of i) 15% of the number of Common Shares issued and outstanding, and ii) 1,266,667.

 

 

Each option entitles the holder to receive one Common Share upon exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither right to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of expiry. Options issued under the Plan have a maximum contractual term of eight years and options issued under the Prior Plan have a maximum contractual term of ten years.

 

F-22


Orion Digital Corp.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three months ended March 31, 2026 and 2025

 

15. Equity (Continued from previous page)

(c)
Options (Continued from previous page)

 

A summary of the status of the stock options and changes in the period is as follows:

 

 

 

 

Options outstanding (000s)

 

Weighted average grant date fair value $

 

Weighted average exercise price $

 

Options exercisable (000s)

 

Weighted average exercise price $

Balance, December 31, 2024

 

2,760

 

 

2.69

 

1,543

 

3.06

Options issued

 

890

 

1.32

 

1.86

 

 

Exercised

 

(19)

 

4.51

 

1.86

 

 

Forfeited

 

(239)

 

5.20

 

1.87

 

 

Balance, December 31, 2025

 

3,392

 

 

2.55

 

1,951

 

2.93

Options issued

 

15

 

1.01

 

1.30

 

 

Forfeited

 

(23)

 

16.08

 

9.50

 

 

Balance, March 31, 2026

 

3,384

 

 

2.50

 

2,032

 

2.84

 

The above noted options have expiry dates ranging from May 2026 to March 2034.

 

With the exception of performance-based stock options, the fair value of each option granted was estimated using the Black-Scholes option pricing model with the following assumptions:

 

 

 

 

Three months ended

 

 

March 31,
2026

 

March 31,
2025

Risk-free interest rate

 

3.09%

 

2.76%

Expected life

 

5 years

 

5 years

Expected volatility in market price of shares

 

83%

 

88%

Expected dividend yield

 

0%

 

0%

Expected forfeiture rate

 

0% - 15%

 

0% - 15%

Weighted average share price

 

1.30

 

1.29

 

These options generally vest monthly over a four-year period after an initial one-year cliff.

 

Volatility of the above options is based on the Company's market share price over the last 5 years.

Total stock-based compensation costs related to options for the three months ended March 31, 2026 was $229 (March 31, 2025 – $475).

F-23


Orion Digital Corp.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

For the three months ended March 31, 2026 and 2025

 

15. Equity (Continued from previous page)

(d) Warrants

 

 

 

Warrants outstanding (000s)

 

Weighted average exercise price $

 

Warrants exercisable (000s)

 

Weighted average exercise price $

Balance, December 31, 2024

 

769

 

5.02

 

402

 

7.59

Balance, December 31, 2025

 

769

 

5.02

 

769

 

5.02

Warrants expired

 

(89)

 

 

(89)

 

Balance, March 31, 2026

 

680

 

5.32

 

680

 

5.32

 

 

The 679,630 warrants outstanding noted above have expiry dates ranging from September 2026 to August 2027 and do not include the stock warrants accounted for as a derivative financial liability.

 

The derivative financial liabilities are comprised of 1,018,519 USD stock warrants with an expiry date of June 2026 and a weighted average exercise price of $17.88. The stock warrants are classified as a liability under IFRS by the sole virtue of their exercise price being denominated in USD. As such, the warrants are subject to revaluation under the Black Scholes model at each reporting date, with gains and losses recognized to the interim condensed consolidated statements of operations and comprehensive income (loss). The balance for the current period is $nil (December 2025 - $nil).

 

 

16. Related party transactions

Related party transactions during the three months ended March 31, 2026 include transactions with debenture holders that incur interest. The related party debentures balance as at March 31, 2026, totaled $133 (December 31, 2025 – $126). The debentures bear annual coupon interest of 8.0% (December 31, 2025 – 8.0%) with interest expense for the three months ended March 31, 2026, totaling $3 (March 31, 2025 – $3). The related parties involved in such transactions include shareholders, officers, directors, and management, close members of their families, or entities which are directly or indirectly controlled by close members of their families. The debentures are ongoing contractual obligations that are used to fund our corporate and operational activities.

 

 

 

F-24


 

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Management’s Discussion and Analysis

 

Exhibit 99.2

 

 

 

 

 

 

 

 

 

 

 

 

ORION DIGITAL CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE QUARTER ENDED MARCH 31, 2026

DATED: MAY 7, 2026

1 | Page


 

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Management’s Discussion and Analysis

 

 

Table of Contents

 

 

 

Caution Regarding Forward-looking Statements

4

 

 

 

Company Overview

5

 

 

 

Business Developments

5

 

 

 

Financial Highlights

 

7

 

 

 

Financial Outlook

 

10

 

 

 

Financial Performance Review

 

11

 

 

 

Results of Operations

15

 

 

 

Non-IFRS Financial Measures

 

23

 

 

 

Liquidity and Capital Resources

27

 

 

 

Risk Management

31

 

 

 

Critical Accounting Estimates

32

 

 

 

Changes in Accounting Policies

32

 

 

 

Controls and Procedures

32

 

2 | Page


 

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Management’s Discussion and Analysis

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

This Management’s Discussion and Analysis (“MD&A”) is current as of May 7, 2026, and presents an analysis of the financial condition of Orion Digital Corp. and its subsidiaries (collectively referred to as “Orion Digital”, "Orion" or the “Company”) as at and for the three months ended March 31, 2026 compared with the corresponding periods in the prior year. This MD&A should be read in conjunction with the Company’s interim condensed consolidated financial statements and the related notes thereto for the three months ended March 31, 2026. The financial information presented in this MD&A is derived from our interim condensed consolidated financial statements prepared in accordance with International Accounting Standard 34 Interim Financial Reporting as issued by the International Accounting Standards Board. The Company was continued under the Business Corporations Act (British Columbia) on June 21, 2019.

This MD&A is the responsibility of management. The board of directors of Orion (the “Board”) has approved this MD&A after receiving the recommendation of the Company’s Audit Committee, which is comprised exclusively of independent directors, and the Company’s Disclosure Committee.

Unless otherwise noted or the context indicates otherwise “we”, “us”, “our”, the “Company”, "Orion" or “Orion Digital” refer to Orion Digital Corp. and its direct and indirect subsidiaries. The Company presents its consolidated financial statements in Canadian dollars. Amounts in this MD&A are stated in Canadian dollars unless otherwise indicated. Unless otherwise noted, financial information in this MD&A has been rounded to the nearest thousand in tables and to the nearest million in narrative discussion. As a result, certain totals, subtotals and percentages may not reconcile due to rounding.

This MD&A may refer to trademarks, trade names and material which are subject to copyright, which are protected under applicable intellectual property laws and are the property of Orion. Solely for convenience, our trademarks, trade names and copyrighted material referred to in this MD&A may appear without the ® or © symbol, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks, trade names and copyrights. All other trade‑marks used in this MD&A are the property of their respective owners.

The Company’s continuous disclosure materials, including interim filings, audited annual consolidated financial statements, annual information form and annual report on Form 20-F can be found on SEDAR+ at www.sedarplus.com, with the Company’s filings with the United States Securities and Exchange Commission at www.sec.gov, and on the Company’s website at www.orion-digital.com

This MD&A makes reference to certain non‑IFRS financial measures. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. These measures are provided as additional information to complement the IFRS financial measures contained herein by providing further metrics to understand the Company’s results of operations from management’s perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. We use non‑IFRS financial measures, including adjusted revenue, adjusted subscription and services revenue, adjusted payments revenue, adjusted other subscription and services revenue, adjusted EBITDA, adjusted net income (loss) and cash provided by (used in) operating activities before investment in gross loans receivable, to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS financial measures. We also use non‑IFRS financial measures in order to facilitate operating performance comparisons from period to period, prepare annual operating budgets and assess our ability to meet our capital expenditure and working capital requirements. See “Key Performance Indicators” and “Non‑IFRS Financial Measures”.

 

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Management’s Discussion and Analysis

 

Caution Regarding Forward-Looking Statements

This MD&A contains forward‑looking statements that relate to the Company’s current expectations and views of future events. In some cases, these forward‑looking statements can be identified by words or phrases such as “outlook”, “may”, “might”, “will”, “expect”, “anticipate”, “estimate”, “intend”, “plan”, “indicate”, “seek”, “believe”, “predict” or “likely”, or the negative of these terms, or other similar expressions intended to identify forward‑looking statements. The Company has based these forward‑looking statements on its current expectations and projections about future events and financial trends that it believes might affect its financial condition, results of operations, business strategy and financial needs. These forward‑looking statements include, among other things, statements relating to the Company’s expectations (including our financial outlook) regarding its revenue, expenses and operations, key performance indicators, provision for loan losses (net of recoveries), anticipated cash needs and its need for additional financing, completion of announced transactions, funding costs, ability to extend or refinance any outstanding amounts under the Company’s credit facility, ability to protect, maintain and enforce its intellectual property, plans for and timing of expansion of its product and services, future growth plans, ability to attract new members and develop and maintain existing customers, ability to attract and retain personnel, expectations with respect to advancement of its product offering, competitive position and the regulatory environment in which the Company operates, anticipated trends and challenges in the Company’s business and the markets in which it operates, third‑party claims of infringement or violation of, or other conflicts with, intellectual property rights, the resolution of any legal matters, and the acceptance by the Company’s consumers and the marketplace of new technologies and solutions.

Forward-looking statements, including our financial outlook, are based on certain assumptions and analyses made by the Company in light of the experience and perception of historical trends, current conditions and expected future developments and other factors it believes are appropriate and are subject to risks and uncertainties. Although we believe that the assumptions underlying these statements are reasonable, they may prove to be incorrect, and we cannot assure that actual results will be consistent with these forward-looking statements. Our financial outlook is intended to provide further insight into our expectations for results in 2026 and may not be appropriate for other purposes. This outlook involves numerous assumptions, particularly around member growth and take up of products and services, and we believe it is prepared on a reasonable basis reflecting management’s best estimates and judgements. However, given the inherent risks, uncertainties and assumptions, any investors or other users of this document should not place undue reliance on these forward-looking statements.

Whether actual results, performance or achievements will conform to the Company’s expectations and predictions is subject to a number of known and unknown risks, uncertainties, assumptions and other factors that are discussed in greater detail in the “Risk Factors” section of the Company’s current annual information form available at www.sedarplus.com and at www.sec.gov, which risk factors are incorporated herein by reference.

The forward-looking statements made in this MD&A relate only to events or information as of the date of this MD&A and are expressly qualified in their entirety by this cautionary statement. Except as required by law, we do not assume any obligation to update or revise any of these forward-looking statements to reflect events or circumstances after the date of this MD&A, including the occurrence of unanticipated events. An investor should read this MD&A with the understanding that our actual future results may be materially different from what we expect.

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Management’s Discussion and Analysis

 

Company Overview

Orion Digital Corp. is a financial technology company focused on platforms for the next generation of financial services. The Company operates two distinct growth platforms: Intelligent Investing in Canadian digital wealth and Carta Worldwide in European payments infrastructure. Both platforms are supported by a consumer lending portfolio that generates operating cash flow funding investment in the Wealth and Payments platforms.

Intelligent Investing is built around a thesis the broader retail investing industry has largely abandoned: that long-term wealth is created through disciplined capital allocation, not through the frequency of decisions. The dominant model in retail investing today is optimized for engagement-combining real-time trading, leveraged instruments, and increasingly speculative features designed to maximize user activity rather than long-term outcomes. As financial systems become increasingly automated, the differentiation between platforms designed for compounding and platforms designed for engagement becomes increasingly relevant. Intelligent Investing is built for the first model. It emphasizes structured portfolio construction and behavioral discipline, supporting recurring assets under management and long-term investor outcomes. Intelligent Investing represents the Company's primary long-term growth initiative.

Carta Worldwide is the Company's European payments infrastructure platform, operating within the authorization layer of payment networks - providing the systems that authorize transactions, enforce program rules, and connect payment activity to regulated settlement networks. The authorization layer is an important component of financial systems, particularly as transaction flows become more automated.

The Company also operates a consumer lending portfolio in Canada with over two decades of operating history. The lending portfolio is managed for cash flow rather than for origination growth, generating the operating cash flow that funds investment in the Wealth and Payments platforms. The lending business operates with disciplined underwriting and risk control under Canada's revised 35% APR regime.

Orion Digital's capital allocation framework prioritizes reinvestment in the Wealth platform, followed by investment in the Payments platform, opportunistic share repurchases where appropriate, and retention of liquidity to support operating flexibility through cycles.

Business Developments

 

Corporate Development

On December 30, 2025, The Company announced its corporate name change to Orion Digital Corp., reflecting the Company’s evolution toward a multi-platform digital financial infrastructure business operating across wealth and payments. The Company's common shares began trading under the new ticker symbol "ORIO" on Nasdaq and TSX on January 2, 2026.

 

Wealth Platform Developments

 

Intelligent Investing is the Company's unified wealth platform, built around a single objective: improving capital allocation decisions for individual investors over time. It brings managed and self-directed investing together within one system, anchored by a core S&P 500 portfolio and structured to align user behavior with long-term outcomes rather than short-term activity.

The platform is being delivered in two phases. In Q4 2025, the Company completed Phase 1, which established the managed investing foundation, expanded portfolio transparency, enhanced suitability processes, goal-setting and planning tools, and a redesigned user experience. The Company is currently in the midst of Phase 2, with completion expected this quarter, consistent with its previously communicated first-half 2026 timeline. Phase 2 introduces self-directed investing within the same unified platform as managed investing, completing the foundational architecture of Intelligent Investing.

This is not an incremental product expansion. It is a different model for individual investing.

Most platforms are structurally aligned with activity - more trades, more engagement, more volume - regardless of whether those behaviors improve investor outcomes. Intelligent Investing is built around a different objective: improving capital allocation decisions over time.

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Management’s Discussion and Analysis

 

The system rests on three principles:

A core S&P 500 portfolio as the default foundation, reflecting the long-run reality that most investors and most professional managers underperform the market.
Self-directed investing as a disciplined layer, where capital allocation is measured against the S&P 500 benchmark and earned through demonstrated performance, not assumed.
An environment intentionally designed to reduce emotional, reactive decision-making and reinforce structured, long-term thinking through allocation frameworks, behavioral constraints, and performance feedback.

 

The result is a unified system that aligns user behavior with long-term outcomes - shifting the focus from activity to decision quality, and from short-term engagement to long-term compounding.

Phase 2 establishes the foundation for the Company's long-term objective: to build the most effective capital allocation system for individual investors.

Assets under management (AUM) on the Wealth platform were $495.6 million at March 31, 2026, up 14% from $436.3 million at March 31, 2025.

Payments Platform Developments

 

In Q1 2026, Carta processed $2.7 billion in European transaction volume, up 12% from $2.4 billion in Q1 2025. Adjusted Q1 2026 payments revenue(1) was consistent with Q1 2025 at $2.3 million. Full-year 2025 European volume was $11.1 billion.

The Company is also evaluating stablecoin-based infrastructure within the Carta payments platform for selected cross-border payment flows where the technology may improve settlement speed, transparency, and cost efficiency, subject to applicable regulatory, partner, and risk-management requirements.

 

Strategic Portfolio Monetizations and Capital Allocation

 

In January 2026, the Company exited its remaining equity position in WonderFi Technologies Inc. ("WonderFi"). Combined with the partial monetization of approximately $13.8 million in August 2025, the Company has now fully exited its WonderFi position. The proceeds from the WonderFi exit increased the Company's cash position materially, supporting balance sheet flexibility for continued reinvestment in the Wealth and Payments platforms.

In Q1 2026, the Company repurchased 48,724 common shares under its share repurchase program. As March 31, 2026, Orion had repurchased a total of 1,715,909 common shares since June 2022, representing approximately 7.2% of its outstanding shares. The Company maintains a Nasdaq share repurchase authorization of up to $10 million.

The Company continues to hold a Bitcoin position acquired under its previously announced treasury strategy. Management views current exposure as consistent with the Company's long-term capital allocation framework. Near-term capital allocation priorities are focused on reinvestment in the Wealth and Payments platforms and opportunistic share repurchases.

 

 

 

(1)
For more information regarding our use of these non-IFRS measures and, where applicable, a reconciliation to the most comparable IFRS measure, see “Non-IFRS Financial Measures”.

 

 

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Management’s Discussion and Analysis

 

Regulatory and Market Developments

 

Effective January 1, 2025, Orion Digital has been operating under Canada's revised maximum allowable interest rate of 35% APR. The Company implemented product changes for compliance and continues to manage the loan portfolio with disciplined underwriting and risk control.

Continued macroeconomic uncertainty associated with global trade developments and tariffs announced in 2025 may affect economic conditions in Canada. The Company continues to monitor these conditions in the management of its lending portfolio.

 

Financial Highlights

Q1 2026 results reflect continued execution on Orion Digital's strategy of building platforms for the next generation of financial services, with operating performance consistent with the Company's full-year trajectory.

Revenue

 

Total revenue was $16.9 million in Q1 2026 compared to $17.3 million in Q1 2025. Excluding revenue from non-core businesses exited during 2025, adjusted revenue(1) increased 2% year-over-year to $16.9 million, reflecting growth in the Wealth and Payments platforms as well as growth in adjusted other subscription and services revenue(1).

 

Subscription and services revenue totaled $10.5 million in Q1 2026, representing 63% of total revenue. This compares to $10.7 million or 62% in Q1 2025. The year-over-year change reflects the Company’s exit from the legacy institutional brokerage business and Canadian payments operations during 2025. Excluding revenue from these exited businesses, adjusted subscription and services revenue(1) increased 7% to $10.5 million.

 

Within subscription and services revenue:

Wealth revenue increased 12% year-over-year to $3.9 million reflecting continued AUM growth and increasing platform adoption following the Phase 1 rebuild.
Payments revenue was $2.3 million, with adjusted payments revenue(1) (excluding the exited Canadian payments operations) consistent year-over-year, reflecting strong Q1 2026 European transaction volume growth of 12% offset by program mix.
Other subscription and services revenue was $4.3 million; excluding the exit of the legacy institutional brokerage business, adjusted other subscription and services revenue(1) grew 6% year-over-year.

 

Profitability and Cash Flow

 

Gross profit was $11.6 million in Q1 2026 consistent with the same period in the prior year. Gross margin expanded from 67% in Q1 2025 to 69% in Q1 2026, reflecting the continued shift in revenue mix toward higher-margin platform revenue and the disciplined exit of lower-margin non-core revenue streams.

 

Adjusted EBITDA(1) was $1.5 million in Q1 2026 and increase of 46% from $1.1 million in Q1 2025.

 

Cash flow from operating activities before investment in gross loans receivable(1) was $4.0 million in Q1 2026, a 6% increase compared to the same period last year.

 

Net loss was $5.8 million in Q1 2026 compared to $11.9 million in Q1 2025, an improvement of 51% with the variance primarily driven by a non-operating revaluation loss recorded in the prior period.

 

 

 

(1)
For more information regarding our use of these non-IFRS measures and, where applicable, a reconciliation to the most comparable IFRS measure, see “Non-IFRS Financial Measures”.

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Management’s Discussion and Analysis

 

Balance Sheet and Liquidity

The Company ended Q1 2026 with $35.4 million in cash, marketable securities and investments, comprising:

Cash and restricted cash of $25.6 million, an increase of 97% year-over-year from $13.0 million at Q1 2025, reflecting both ongoing operating cash generation and the conversion of non-core holdings to operating liquidity, including the August 2025 January 2026 monetizations of the Company's WonderFi position
Marketable securities of $4.7 million
Investment portfolio of $5.1 million

Total cash, marketable securities and investment portfolio of $35.4 million as at March 31, 2026, compared to $38.8 million as at March 31, 2025, reflecting the conversion of investment portfolio holdings into operating cash.

 

Q1 2026 KPI Scorecard

In conjunction with Q1 results, the Company is including a KPI scorecard to provide visibility into the operating performance of each platform alongside corporate-level metrics.

($000s unless otherwise indicated; percentages in %)

 

 

 

 

 

 

 

 

Q1 2026

 

Q1 2025

 

Change %

Wealth Platform

 

 

 

 

 

 

Assets under management (millions)

 

495.6

 

436.3

 

14%

Wealth revenue

 

3,891

 

3,481

 

12%

Payments Platform

 

 

 

 

 

 

European transaction volume (billions)

 

2.7

 

2.4

 

12%

Adjusted payments revenue(1)

 

2,307

 

2,306

 

0%

Lending and Other

 

 

 

 

 

 

Cash provided by operations before investment in gross loans receivable(1)

 

4,015

 

3,770

 

6%

Corporate

 

 

 

 

 

 

Cash and restricted cash

 

25,565

 

13,037

 

96%

Total cash, marketable securities and investment portfolio

 

35,371

 

38,832

 

(9)%

Adjusted EBITDA(1)

 

1,528

 

1,050

 

46%

 

 

(1)
For more information regarding our use of these non-IFRS measures and, where applicable, a reconciliation to the most comparable IFRS measure, see “Non-IFRS Financial Measures”.

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Management’s Discussion and Analysis

 

Financial Outlook

 

The outlook that follows constitutes forward-looking information within the meaning of applicable securities laws, and is based on a number of assumptions and subject to a number of risks. Actual results could vary materially as a result of numerous factors, including certain risk factors, many of which are beyond Orion’s control. Please refer to page 4 for more information on forward-looking statements.

We are providing updated guidance:

Q2 2026 Adjusted EBITDA(1): approximately $2.5 million to $3.5 million
Full-year 2026 Adjusted EBITDA(1): approximately $6.0 million to $7.0 million,
Consolidated revenue: modestly lower year-over-year

 

We are reducing Q2 loan originations by approximately 50% from Q1 levels. We want investors to see clearly what the business produces under this scenario. With reduced new origination activity, the existing loan book generates cash without the offsetting customer acquisition and incremental provision costs we incur at full deployment pace. The Q2 Adjusted EBITDA guide reflects that. This is a temporary modulation, not a run rate.

 

We are guiding second-half Adjusted EBITDA lower than the first half as we ramp up origination volume again and increase marketing investment, including for Intelligent Investing following its Phase 2 roll out.

 

 

 

 

 

 

1.
Adjusted EBITDA is a non-IFRS measures. Management has not reconciled these forward-looking non-IFRS measure to their most directly comparable IFRS measure, net income (loss). This is because the Company cannot predict with reasonable certainty and without unreasonable efforts the ultimate outcome of certain IFRS components of such reconciliations due to market-related assumptions that are not within our control as well as certain legal or advisory costs, tax costs or other costs that may arise. For these reasons, management is unable to assess the probable significance of the unavailable information, which could materially impact the amount of the future directly comparable IFRS measures.

 

 

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Management’s Discussion and Analysis

 

Financial Performance Review

The following provides insight on the Company’s financial performance by illustrating and providing commentary on its key performance indicators and operating results.

Key Performance Indicators

 

The key performance indicators that we use to manage our business and evaluate our financial results and operating performance consist of: Orion members, revenue, subscription and services revenue, net (loss) income, net cash used in operating activities, adjusted revenue(1), adjusted subscription and services revenue(1), adjusted payments revenue(1), adjusted other subscription and services revenue(1),adjusted EBITDA(1), adjusted net income (loss)(1) and cash provided by operating activities before investment in gross loans receivable(1). We evaluate our performance by comparing our actual results to prior period results.

 

The tables below provide a summary of key performance indicators for the applicable reported periods:

 

 

 

As at

 

 

 

 

March 31,
2026

 

March 31,
2025

 

Change %

Key Business Metrics

 

 

 

 

 

 

Orion members (000s)

 

2,370

 

2,221

 

7%

 

 

($000s, except percentages)

 

 

 

 

 

 

 

 

Three months ended

 

 

 

 

March 31,
2026

 

March 31,
2025

 

Change %

IFRS Measures

 

 

 

 

 

 

Revenue

 

$16,856

 

$17,330

 

(3)%

Subscription and services revenue

 

10,536

 

10,731

 

(2)%

Wealth revenue

 

3,891

 

3,481

 

12%

Payments revenue

 

2,307

 

2,555

 

(10)%

Net loss

 

(5,812)

 

(11,871)

 

(51)%

Cash (used in) provided by operating activities

 

(419)

 

560

 

n/a

Key Performance Indicators(1)

 

 

 

 

 

 

Adjusted revenue

 

16,856

 

16,490

 

2%

Adjusted subscription and services revenue

 

10,536

 

9,891

 

7%

Adjusted payments revenue

 

2,307

 

2,306

 

0%

Adjusted EBITDA

 

1,528

 

1,050

 

46%

Adjusted net loss

 

(721)

 

(1,463)

 

(51)%

Cash provided by operations before investment in gross loans receivable

 

4,015

 

3,770

 

6%

 

 

 

(1)
For more information regarding our use of these non-IFRS measures and, where applicable, a reconciliation to the most comparable IFRS measure, see “Non-IFRS Financial Measures”.

 

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Management’s Discussion and Analysis

 

Key Performance Indicators

 

These measures are used by management and the Board to understand and evaluate our core operating performance and trends. Management considers cash provided by operating activities before investment in gross loans receivable to be a useful measure in understanding the cash flow trends inherent to our existing scale of operations, by separating out the portion of cash flows related to investment in portfolio growth.

Orion members(1)

Our total member base grew to 2,370,000 members as at March 31, 2026, from 2,221,000 members as at March 31, 2025, representing an increase of approximately 7% or 149,000 net members. From Q4 2025, net members increased by 42,000 in Q1 2026. The growth in our member base reflects the continued adoption of our products by new members.

 

Adjusted revenue(1)

Three months ended Q1 2026 vs Q1 2025

 

Adjusted revenue was $16.9 million for the three months ended March 31, 2026, an increase of $0.4 million compared to $16.5 million in the same period last year. The increase was primarily driven by growth in the Company’s wealth platform, supported by continued activity within the payments infrastructure business.

 

Adjusted subscription and services revenue(1)

Three months ended Q1 2026 vs Q1 2025

 

Adjusted subscription and services revenue was $10.5 million for the three months ended March 31, 2026, an increase of $0.6 million compared to $9.9 million in the same period last year. Within this category, wealth revenue increased 12% year-over-year, reflecting continued adoption of the Intelligent Investing platform, while adjusted payments revenue remained consistent at $2.3 million.

 

Adjusted payments revenue(1)

Three months ended Q1 2026 vs Q1 2025

 

Adjusted payments revenue was $2.3 million for the three months ended March 31, 2026, consistent with the same period last year, reflecting steady demand and continued activity within the payments infrastructure business.

 

Adjusted EBITDA(1)

 

Three months ended Q1 2026 vs Q1 2025

 

Adjusted EBITDA was $1.5 million for the three months ended March 31, 2026, an increase of $0.4 million compared with an adjusted EBITDA of $1.1 million in the same period last year. The improvement was driven by a reduction in cost of revenue that more than offset the decline in revenue, leading to higher gross profit, along with lower operating expenses, resulting in improved overall profitability. The Company continues to demonstrate operating discipline, with cost reductions and efficiency initiatives supporting improved margins.

 

 

 

 

 

 

(1)
For more information regarding our use of these non-IFRS measures and, where applicable, a reconciliation to the most comparable IFRS measure, see “Non-IFRS Financial Measures”.

 

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Management’s Discussion and Analysis

 

Adjusted net loss(1)

Three months ended Q1 2026 vs Q1 2025

 

Adjusted net loss was $0.7 million for the three months ended March 31, 2026, an improvement of $0.8 million compared with an adjusted net loss of $1.5 million in the same period last year. The improvement reflects the same factors driving adjusted EBITDA, including higher gross margin from lower cost of revenue and reduced operating expenses, as well as lower interest and financing expenses in the current period.

 

Cash provided by operating activities before investment in gross loans receivable(1)

 

Three months ended Q1 2026 vs Q1 2025

 

Cash provided by operating activities before investment in gross loans receivable was $4.0 million for the three months ended March 31, 2026, an increase of $0.2 million compared to $3.8 million in the same period last year. This increase was primarily driven by improved operating performance and a greater contribution from non-cash items in the current period compared to the prior year.

 

 

IFRS Measures

 

Revenue

 

Three months ended Q1 2026 vs Q1 2025

 

Total revenue decreased to $16.9 million for the three months ended March 31, 2026 compared to $17.3 million in the same period last year. The decreased primarily reflects the Company’s exit from the legacy institutional brokerage business and Canadian payments operations as previously announced, as well as lower interest revenue following the implementation of the 35% rate cap on consumer lending in Canada and the Company’s disciplined management of its lending portfolio.

These declines were offset by continued growth in the Company’s Wealth platform, along with stable performance in its Payments business.

Subscription and services revenue

Subscription and services revenue represents the Company’s platform-based revenue streams, including wealth management services, payments infrastructure revenue, and other subscription-related products.

Three months ended Q1 2026 vs Q1 2025

Subscription and services revenue decreased to $10.5 million for the three months ended March 31, 2026 compared to $10.7 million in the same period last year.

Within this category, wealth revenue increased to $3.9 million, representing growth of 12% or $0.4 million compared to $3.5 million in the same period last year, reflecting continued growth in the Intelligent Investing platform.

Payments revenue decreased to $2.3 million compared to the same period last year reflecting exit of the Canadian operations in 2025.

Other subscription and services revenue decreased compared to the same period in the prior year primarily due to the Company's exit from the legacy institutional brokerage business in the year.

 

 

 

(1)
For more information regarding our use of these non-IFRS measures and, where applicable, a reconciliation to the most comparable IFRS measure, see “Non-IFRS Financial Measures”.

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Management’s Discussion and Analysis

 

Net loss

Three months ended Q1 2026 vs Q1 2025

 

Net loss was $5.8 million for three months ended March 31, 2026, compared to $11.9 million in the same period last year. The decrease in net loss is primarily due to the $8.3 million non-operating revaluation loss on marketable securities in the same period in the prior year.

 

Net cash provided by (used in) operating activities

Three months ended Q1 2026 vs Q1 2025

 

Net cash used in operating activities was ($0.4) million for the three months ended March 31, 2026, compared to net cash provided by operating activities of $0.6 million in the same period last year. The change was primarily due to an increase in cash invested in loans receivable and changes in working capital management.

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Management’s Discussion and Analysis

 

Results of Operations

The Company’s results of operations for the three months ended March 31, 2026 reflect the continued evolution of Orion Digital’s business model toward platform-based revenue streams. Growth during the period was primarily driven by expansion of the Company’s Wealth platform, Intelligent Investing, and continued development of its payments infrastructure through Carta. At the same time, total revenue was affected by the strategic exit of the legacy institutional brokerage business and lower interest revenue following the implementation of the consumer lending rate cap in Canada. The Company’s lending portfolio continues to operate as a stable cash-generating asset that supports the Company’s broader capital allocation strategy while management prioritizes investment in its Wealth platform and payments infrastructure.

The following table sets forth a summary of our results of operations for the three months ended March 31, 2026 and 2025:

($000s, except per share amounts)

 

 

 

 

 

 

Three months ended

 

 

March 31,
2026

 

March 31,
2025

Total revenue

 

$16,856

 

$17,330

Cost of revenue

 

5,217

 

5,718

Gross profit

 

11,639

 

11,612

Technology and development

 

2,972

 

2,782

Marketing

 

963

 

1,147

Customer service and operations

 

2,578

 

2,603

General and administration

 

3,598

 

4,030

Stock-based compensation

 

229

 

475

Depreciation and amortization

 

2,026

 

1,954

Total operating expenses

 

12,366

 

12,991

Loss from operations

 

(727)

 

(1,379)

Credit facility interest expense

 

1,372

 

1,446

Debenture and other financing expense

 

746

 

913

Accretion related to debentures

 

131

 

154

Revaluation loss

 

2,863

 

7,662

Other non-operating expense

 

72

 

416

 

 

5,184

 

10,591

Net loss before tax

 

(5,911)

 

(11,970)

Income tax recovery

 

(99)

 

(99)

Net loss

 

(5,812)

 

(11,871)

Other comprehensive loss:

 

 

 

 

Foreign currency translation reserve gain (loss)

 

65

 

(762)

Other comprehensive income (loss)

 

65

 

(762)

Total comprehensive loss

 

(5,747)

 

(12,633)

 

 

 

 

 

Adjusted EBITDA(1)

 

1,528

 

1,050

Adjusted net loss(1)

 

(721)

 

(1,463)

Basic income (loss) per share

 

(0.24)

 

(0.49)

Diluted income (loss) per share

 

(0.24)

 

(0.49)

 

(1)
For more information regarding our use of these non-IFRS measures and, where applicable, a reconciliation to the most comparable IFRS measure, see “Non-IFRS Financial Measures”.

 

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Management’s Discussion and Analysis

 

Key Income Statement Components

Total revenue

The following table summarizes total revenue for the three months ended March 31, 2026 and 2025:

($000s, except percentages)

 

 

 

 

 

 

 

 

Three months ended

 

 

 

 

March 31,
2026

 

March 31,
2025

 

Change %

Subscription and services revenue

 

$10,536

 

$10,731

 

(2)%

Interest revenue

 

6,320

 

6,599

 

(4)%

Total revenue

 

16,856

 

17,330

 

(3)%

 

($000s, except percentages)

 

 

 

 

 

 

 

 

Three months ended

 

 

 

 

March 31,
2026

 

March 31,
2025

 

Change %

Subscription and services revenue

 

 

 

 

 

 

Wealth revenue

 

$3,891

 

$3,481

 

12%

Payments revenue

 

2,307

 

2,555

 

(10)%

Other Subscription and Services revenue

 

4,338

 

4,695

 

(8)%

Total subscription and services revenue

 

10,536

 

10,731

 

(2)%

Interest revenue

 

6,320

 

6,599

 

(4)%

Total revenue

 

16,856

 

17,330

 

(3)%

 

Subscription and services revenue – represents the Company’s platform-based revenue streams, including wealth management services, payments infrastructure revenue and other subscription-related products. Wealth revenue includes fees related to Orion Digital's Intelligent Investing platform and also includes portfolio management fees from our asset management business. Payments revenue consists of the transaction processing fees and other charges related to Carta. Other subscription and services revenue includes premium account fees, loan insurance revenue, referral fee revenue, partner lending fees, legacy institutional brokerage revenue and other fees and charges.

Interest revenue – represents interest earned on the Company’s consumer lending products. The lending portfolio continues to operate as a stable, cash-generating asset that supports the Company’s broader capital allocation strategy. Origination levels are actively managed based on risk conditions and capital allocation priorities.

Wealth revenue was $3.9 million for the three months ended March 31, 2026, representing an increase of $0.4 million compared to $3.5 million in the same period last year. The increase reflect continued adoption of the Company’s Intelligent Investing platform following the rollout of Phase 1 of the platform, which introduced the new managed portfolio offering during the year.

Payments revenue was $2.3 million for the three months ended March 31, 2026, which is a decrease of $0.3 million compared to the same period last year reflecting exit of the Canadian operations in 2025.

Other subscription and services revenue was $4.3 million for the three months ended March 31, 2026, which is a $0.4 million decrease compared to $4.7 million in the same period last year. The decrease is primarily as a result of the Company exiting the low margin legacy institutional brokerage business in Q2 of the prior year.

Please refer to the “Key Performance Indicators” section for additional commentary on total revenue and subscription and services revenue.

 

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Management’s Discussion and Analysis

 

Cost of revenue

The following table summarizes the cost of revenue for the three months ended March 31, 2026 and 2025:

($000s, except percentages)

 

 

 

 

 

 

 

 

Three months ended

 

 

 

 

March 31,
2026

 

March 31,
2025

 

Change %

Provision for loan losses, net of recoveries

 

$4,638

 

$4,814

 

(4)%

Transaction costs

 

579

 

904

 

(36)%

Cost of revenue

 

5,217

 

5,718

 

(9)%

As a percentage of total revenue

 

31%

 

33%

 

 

 

Cost of revenue consists of provision for loan losses, net of recoveries, and transaction costs. Provision for loan losses, net of recoveries, represents the amounts charged against income during the period to maintain an adequate allowance for loan losses. Our allowance for loan losses represents our estimate of the expected credit losses (“ECL”) inherent in our portfolio and is based on various factors including the composition of the portfolio, delinquency levels, historical and current loan performance, expectations of future performance, and general economic conditions.

 

Transaction costs are expenses that relate directly to the onboarding and processing of new customers (excluding marketing), including expenses such as loan system transaction fees, transaction processing costs related to the Carta business and other transaction costs related to Intelligent Investing.

 

Cost of revenue was $5.2 million for the three months ended March 31, 2026, a decrease of $0.5 million compared to the same period in the prior year.

 

Provision for loan losses, net of recoveries, has decreased for the three months ended March 31, 2026 compared to the same periods in the prior year. The reduction was attributable to enhanced credit quality as well as adjustments to provisions based on evolving macroeconomic factors.

 

Transaction costs have decreased for the three months ended March 31, 2026 compared to the same periods in the prior year. The decrease is primarily as a result of the Company exiting the low margin legacy institutional brokerage business in the year.


We believe we are adequately provisioned to absorb reasonably possible future material shocks to the loan book as a result of macroeconomic factors such as inflation and the interest rate environment. Please note that IFRS 9 requires the use of forward-looking indicators when measuring ECL, which can result in upfront recognition of expenses prior to any actual occurrence of a default event. We have applied a probability weighted approach in applying these forward-looking indicators to measure incremental ECL. This approach involved multiple stress scenarios and a range of potential outcomes. Factors considered in determining the range of ECL outcomes include varying degrees of possible length and severity of a recession, the effectiveness of collection strategies implemented to assist customers experiencing financial difficulty, and the level of loan protection insurance held by customers within our portfolio. We will continue to revisit assumptions under this methodology in upcoming quarters as economic conditions evolve.

 

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Management’s Discussion and Analysis

 

Technology and development expenses

The following table provides the technology and development expenses for the three months ended March 31, 2026 and 2025:

($000s, except percentages)

 

 

 

 

 

 

 

 

Three months ended

 

 

 

 

March 31,
2026

 

March 31,
2025

 

Change %

Technology and development

 

2,972

 

2,782

 

7%

As a percentage of total revenue

 

18%

 

16%

 

 

 

Technology and development expenses consist primarily of personnel and related costs associated with the Company’s product development, business intelligence, artificial intelligence and machine learning initiatives, and information technology infrastructure teams. Associated expenses include hosting, software licenses, data acquisition, professional services, and costs related to the development, deployment, and maintenance of technology assets.

Technology and development expenses were $3.0 million for the three months ended March 31, 2026, representing an increase of $0.2 million compared to $2.8 million in the same period last year. These increases primarily reflect continued investment in the development and enhancement of the Company’s Intelligent Investing platform and supporting infrastructure.

 

 

Marketing expenses

The following table provides the marketing expenses for the three months ended March 31, 2026 and 2025:

($000s, except percentages)

 

 

 

 

 

 

 

 

Three months ended

 

 

 

 

March 31,
2026

 

March 31,
2025

 

Change %

Marketing

 

$963

 

$1,147

 

(16)%

As a percentage of total revenue

 

6%

 

7%

 

 

 

Marketing expenses consist of salaries and personnel‑related costs, direct marketing and advertising costs related to online and offline customer acquisition (paid search advertising, search engine optimization costs, and direct mail), public relations, promotional event programs and corporate communications.

 

 

Marketing expenses for the three months ended March 31, 2026 were $1.0 million, compared to $1.1 million for the corresponding period in the prior year, representing a decrease of $0.1 million. The decrease was primarily attributable to lower marketing expenditures during the period.

 

 

 

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Management’s Discussion and Analysis

 

Customer service and operations expenses

The following table provides the customer service and operations (“CS&O”) expenses for the three months ended March 31, 2026 and 2025:

 

($000s, except percentages)

 

 

 

 

 

 

 

 

Three months ended

 

 

 

 

March 31,
2026

 

March 31,
2025

 

Change %

Customer service and operations

 

$2,578

 

$2,603

 

(1)%

As a percentage of total revenue

 

15%

 

15%

 

 

 

CS&O expenses consist primarily of salaries and personnel‑related costs for customer support, payment processing and collections employees. Associated expenses include third-party expenses related to credit data sources and collections.

 

CS&O expenses were consistent for the three months ended March 31, 2026 compared to the same period last year.

 

 

 

General and administration expenses

The following table provides the general and administration (G&A) expenses for the three months ended March 31, 2026 and 2025:

($000s, except percentages)

 

 

 

 

 

 

 

 

Three months ended

 

 

 

 

March 31,
2026

 

March 31,
2025

 

Change %

General and administration

 

$3,598

 

$4,030

 

(11)%

As a percentage of total revenue

 

21%

 

23%

 

 

 

G&A expenses consist primarily of personnel-related costs, including salaries and benefits, for employees across general and administrative functions. Additional expenses include professional services, occupancy and office costs, public company expenses, and other general corporate expenses.

 

G&A expenses were $3.6 million for the three months ended March 31, 2026, which is a $0.4 million decrease compared to $4.0 million in the same period last year. These decreases were primarily attributable to lower operational costs as a result of ongoing efficiency initiatives and increased leverage of the Company’s existing operating structure.

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Management’s Discussion and Analysis

 

Stock-based compensation and depreciation and amortization

The following table summarizes the stock-based compensation and depreciation and amortization. Expenses for the three months ended March 31, 2026 and 2025 were as follows:

 

($000s, except percentages)

 

 

 

 

 

 

 

 

Three months ended

 

 

 

 

March 31,
2026

 

March 31,
2025

 

Change %

Stock-based compensation

 

$229

 

$475

 

(52)%

Depreciation and amortization

 

2,026

 

1,954

 

4%

 

2,255

 

2,429

 

(7)%

As a percentage of total revenue

 

13%

 

14%

 

 

 

Stock-based compensation represents the fair value of stock options granted to employees and directors measured using the Black-Scholes valuation model and amortized over the vesting period of the options. Depreciation and amortization is principally related to the amortization of intangible assets relating to internally capitalized development costs related to our technology platform, and technology, licenses and customer relationships acquired in the acquisitions of Carta, Moka and Fortification in 2021. Stock-based compensation and depreciation and amortization are all non-cash expenses.

 

Stock-based compensation decreased to $0.2 million in the three months ended March 31, 2026 compared to $0.5 million in the same period in the prior year. The decrease in stock-based compensation is driven by the granting of fewer options in the current year.

 

Depreciation and amortization remained consistent at $2.0 million in the three months ended March 31, 2026 compared to the same period last year.

 

Credit facility interest expense

The following table provides a breakdown of credit facility interest expense for the three months ended March 31, 2026 and 2025:

 

($000s, except percentages)

 

 

 

 

 

 

 

 

Three months ended

 

 

 

 

March 31,
2026

 

March 31,
2025

 

Change %

Credit facility interest expense

 

$1,372

 

$1,446

 

(5)%

As a percentage of total revenue

 

8%

 

8%

 

 

 

Credit facility interest expense relates to the costs incurred in connection with our credit facility. It includes interest expense and the amortization of deferred financing costs.

 

Credit facility interest expense remained consistent for the three months ended March 31, 2026 compared to the same period in the prior year, as the impact of a lower interest rate was offset by a higher average outstanding balance.

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Management’s Discussion and Analysis

 

Other expenses (income)

The following table provides a breakdown of other expenses (income), excluding credit facility interest expense, by type for the three months ended March 31, 2026 and 2025:

 

($000s, except percentages)

 

 

 

 

 

 

 

 

Three months ended

 

 

 

 

March 31,
2026

 

March 31,
2025

 

Change %

Debenture and other financing expense

 

$746

 

$913

 

(18)%

Accretion related to debentures

 

131

 

154

 

(15)%

Revaluation loss

 

2,863

 

7,662

 

(63)%

Other non-operating expense

 

72

 

416

 

(83)%

Total other expense

 

3,812

 

9,145

 

(58)%

As a percentage of total revenue

 

23%

 

53%

 

 

 

Total other expenses was $3.8 million for the three months ended March 31, 2026, which is a change of $5.3 million compared to $9.1 million for the same period last year. The change was primarily driven by a higher revaluation loss in the prior period.

 

Revaluation gains and losses relate primarily to non-operating items and do not reflect the underlying performance of the Company’s core operating businesses. Revaluation loss was $2.9 million for the three months ended March 31, 2026 compared to a $7.7 million in the same period last year. The variance is primarily attributable to a loss in investment portfolio and marketable securities of $2.6 million in the current period, compared to $9.8 million in the same period last year.

 

Debenture and other financing expense primarily consists of interest expense related to our debentures and interest expense related to our lease liabilities. Debenture and other financing expense remained relatively consistent for the three months ended March 31, 2026.

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Management’s Discussion and Analysis

 

Selected Quarterly Information

($000s, except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2026

 

2025

 

2024

 

First
Quarter

 

Fourth
Quarter

 

Third
Quarter

 

Second
Quarter

 

First
Quarter

 

Fourth
Quarter

 

Third
Quarter

 

Second
Quarter

Income Statement Highlights

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue

$16,856

 

$17,391

 

$16,963

 

$16,933

 

$17,330

 

$18,042

 

$17,685

 

$17,553

Loss from operations

(727)

 

(88)

 

(578)

 

(603)

 

(1,379)

 

(124)

 

(398)

 

(1,296)

Other (expenses) income, including taxes

(5,085)

 

(5,574)

 

(3,931)

 

14,111

 

(10,492)

 

10,519

 

(7,714)

 

(11,055)

Net (loss) income

(5,812)

 

(5,662)

 

(4,509)

 

13,508

 

(11,871)

 

10,395

 

(8,112)

 

(12,351)

Net (loss) income per common share (basic)

(0.24)

 

(0.24)

 

(0.19)

 

0.56

 

(0.49)

 

0.43

 

(0.33)

 

(0.51)

Net (loss) income per common share (fully diluted)

(0.24)

 

(0.24)

 

(0.19)

 

0.56

 

(0.49)

 

0.43

 

(0.33)

 

(0.51)

Non-IFRS Financial Measures(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted revenue

16,856

 

17,391

 

16,963

 

16,933

 

16,490

 

16,213

 

16,578

 

16,065

Adjusted EBITDA

1,528

 

2,177

 

1,968

 

1,933

 

1,050

 

2,083

 

2,147

 

1,372

Adjusted net loss

(721)

 

(130)

 

(332)

 

(404)

 

(1,463)

 

(449)

 

(540)

 

(1,483)

Cash provided by operations before investment in gross loans receivable

4,015

 

5,995

 

3,631

 

6,175

 

3,770

 

4,120

 

4,830

 

3,777

 

(1)
For more information regarding our use of these non-IFRS measures and, where applicable, a reconciliation to the most comparable IFRS measure, see “Non-IFRS Financial Measures”.

 

Key Quarterly Trends

 

Over the eight quarters from Q2 2024 through Q1 2026, the Company’s quarterly results reflect a period of deliberate strategic transition followed by improving operating performance. Mid-2024 was characterized by increased investment in the Company’s wealth and payments businesses, alongside continued exposure to lower-margin legacy activities, which weighed on operating results despite stable revenue across core products.

 

Beginning in the second half of 2024, management initiated a series of actions to improve the quality and durability of earnings, with a renewed focus on operating efficiency. While these actions reduced reported revenue in certain quarters, they resulted in a revenue mix increasingly concentrated in the Company’s core businesses, which management believes are more scalable and support more sustainable revenue generation over time.

 

Through 2025 and into Q1 2026, the Company continued to balance investment in product development with tighter cost discipline. Operating performance strengthened through the second half of 2025, driven by the benefits of prior restructuring actions, efficiency initiatives, and growth in the Company’s core wealth and payments businesses. In Q1 2026, while revenue and adjusted EBITDA declined sequentially from Q4 2025, results continued to reflect a more streamlined cost structure and focus on core operations.

 

Net income (loss) over the periods presented exhibited some quarter-to-quarter variability. The reduction in net loss in Q1 2026 compared to Q3 and Q4 2025 reflects improvements in the Company’s overall cost structure, including lower operating and financing expenses.

 

Overall, results in Q4 2025 and Q1 2026 represent a more normalized operating profile following the completion of strategic exits and repositioning initiatives undertaken in prior periods. Management believes these periods provide a more meaningful reference point for evaluating the Company’s ongoing performance, notwithstanding typical quarter-to-quarter variability.

 

 

 

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Management’s Discussion and Analysis

 

Non-IFRS Financial Measures

This MD&A makes reference to certain non-IFRS financial measures. Adjusted revenue, adjusted subscription and services revenue, adjusted payments revenue, adjusted other subscription and services revenue, adjusted EBITDA, adjusted net income (loss) and cash provided by operating activities before investment in gross loans receivable are non-IFRS financial measures. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of the Company’s results of operations from management’s perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS.

We use non‑IFRS financial measures to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS financial measures. We believe that securities analysts, investors and other interested parties frequently use non‑IFRS financial measures in the evaluation of issuers.

Our management also uses non‑IFRS financial measures in order to facilitate operating performance comparisons from period to period, prepare annual operating budgets and assess our ability to meet our capital expenditure and working capital requirements. These non-IFRS financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for an analysis of our results under IFRS. There are a number of limitations related to the use of non‑IFRS financial measures versus their nearest IFRS equivalents. Investors are encouraged to review our financial statements and disclosures in their entirety and are cautioned not to put undue reliance on any non‑IFRS financial measure and view it in conjunction with the most comparable IFRS financial measures. In evaluating these non‑IFRS financial measures, readers should be aware that in the future we will continue to incur expenses similar to those adjusted in these non-IFRS financial measures.

The following adjusted metrics are intended to provide insight into the performance of the Company’s continuing platform businesses following the strategic exits completed in 2025.

Adjusted revenue

Adjusted revenue is a non-IFRS financial measure calculated as total revenue excluding revenue from the legacy institutional brokerage business and Carta Canada payments revenue, both of which were exited in Q1 2025.

Management believes this measure provides a more relevant view of the Company’s ongoing operating performance by excluding revenue from businesses that have been exited and by better reflecting trends within the Company’s core platform businesses.

Adjusted revenue is used by management and the Board to evaluate operating performance and to assess growth trends within the Company’s continuing lines of business.

The following table presents a reconciliation of adjusted revenue to total revenue, the most comparable IFRS financial measure, for each of the periods indicated:

 

($000s)

 

 

 

 

 

Three months ended

 

 

March 31,
2026

 

March 31,
2025

Total revenue

 

$16,856

 

$17,330

Less:

 

 

 

 

Legacy institutional brokerage business revenue

 

 

(591)

Canadian payments revenue

 

 

(249)

Adjusted revenue

 

16,856

 

16,490

 

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Management’s Discussion and Analysis

 

Adjusted subscription and services revenue

Adjusted subscription and services revenue is a non-IFRS financial measure calculated as total subscription and services revenue excluding revenue from the legacy institutional brokerage business and Carta Canada payments revenue, both of which were exited in Q1 2025.

Management uses this measure to evaluate performance within the Company’s core platform revenue streams, which include the Intelligent Investing wealth platform and the Carta payments infrastructure business.

The following table presents a reconciliation of adjusted subscription and services revenue to subscription and services revenue, the most comparable IFRS financial measure, for each of the periods indicated:

($000s)

 

 

 

 

 

Three months ended

 

 

March 31,
2026

 

March 31,
2025

Subscription and services revenue

 

$10,536

 

$10,731

Less:

 

 

 

 

Legacy institutional brokerage business revenue

 

 

(591)

Canadian payments revenue

 

 

(249)

Adjusted subscription and services revenue

 

10,536

 

9,891

 

Adjusted payments revenue

Adjusted payments revenue is a non-IFRS financial measure calculated as total payments revenue excluding Canadian payments revenue, which was exited in Q1 2025 as part of the Company’s decision to focus the Carta platform on European payments programs.

Management uses this measure to evaluate the performance and growth of the Company’s continuing payments infrastructure operations.

The following table presents a reconciliation of adjusted payments revenue to payments revenue, the most comparable IFRS financial measure, for each of the periods indicated:

($000s)

 

 

 

 

 

Three months ended

 

 

March 31,
2026

 

March 31,
2025

Payments revenue

 

$2,307

 

$2,555

Less:

 

 

 

 

Canadian payments revenue

 

 

(249)

Adjusted payments revenue

 

2,307

 

2,306

 

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Management’s Discussion and Analysis

 

Adjusted other subscription and services revenue

Adjusted other subscription and services revenue is a non-IFRS financial measure calculated as total other subscription and services revenue excluding revenue from the legacy institutional brokerage business which was exited in Q1 2025.

Management uses this measure to evaluate performance within the Company as it provides a more relevant view of the ongoing operating performance by excluding revenue from businesses that have been exited and by better reflecting trends within the Company’s core platform businesses.

The following table presents a reconciliation of adjusted other subscription and services revenue to other subscription and services revenue, the most comparable IFRS financial measure, for each of the periods indicated:

($000s)

 

 

 

 

 

Three months ended

 

 

March 31,
2026

 

March 31,
2025

Other Subscription and Services revenue

 

$4,338

 

$4,695

Less:

 

 

 

 

Legacy institutional brokerage business revenue

 

 

(591)

Adjusted other Subscription and Services revenue

 

4,338

 

4,104

 

Adjusted EBITDA

 

Adjusted EBITDA is a non-IFRS financial measure that we calculate as net (loss) income excluding depreciation and amortization, stock-based compensation, credit facility interest expense, debenture and other financing expense, accretion related to debentures, revaluation (gain) loss, other non-operating income (expense) and income tax recovery. Adjusted EBITDA is a measure used by management and the Board to understand and evaluate our core operating performance and trends.

The following table presents a reconciliation of adjusted EBITDA to net income (loss), the most comparable IFRS financial measure, for each of the periods indicated:

($000s)

 

 

 

 

 

 

Three months ended

 

 

March 31,
2026

 

March 31,
2025

Net loss

 

$(5,812)

 

$(11,871)

Credit facility interest expense

 

1,372

 

1,446

Debenture and other financing expense

 

746

 

913

Accretion related to debentures

 

131

 

154

Stock-based compensation

 

229

 

475

Depreciation and amortization

 

2,026

 

1,954

Revaluation loss

 

2,863

 

7,662

Other non-operating expense

 

72

 

416

Income tax recovery

 

(99)

 

(99)

Adjusted EBITDA

 

1,528

 

1,050

 

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Management’s Discussion and Analysis

 

Adjusted net loss

Adjusted net loss is a non-IFRS financial measure that we calculate as net income (loss) excluding stock-based compensation, depreciation and amortization, revaluation (gain) loss, other non-operating income (expense) and income tax recovery. This measure differs from adjusted EBITDA in that adjusted net income (loss) includes credit facility interest expense, debenture and other financing expense, and thus comprises more elements of the Company’s overall net profit or loss. Adjusted net income (loss) is a measure used by management and the Board to evaluate the Company’s core financial performance.

The following table presents a reconciliation of adjusted net income (loss) to net income (loss), the most comparable IFRS financial measure, for each of the periods indicated:

($000s)

 

 

 

 

 

Three months ended

 

 

March 31,
2026

 

March 31,
2025

Net loss

 

$(5,812)

 

$(11,871)

Stock-based compensation

 

229

 

475

Depreciation and amortization

 

2,026

 

1,954

Revaluation loss

 

2,863

 

7,662

Other non-operating expense

 

72

 

416

Income tax recovery

 

(99)

 

(99)

Adjusted net loss

 

(721)

 

(1,463)

 

 

Cash provided by operating activities before investment in gross loans receivable

 

Cash provided by operating activities before investment in gross loans receivable is a non-IFRS financial measure that we calculate as cash used in operating activities, less net issuance of loans receivables. The Company requires net cash outflows in order to grow its gross loans receivable, which in turn generates future growth in interest revenue. These net cash outflows are presented within the operating activities section of the consolidated statement of cash flows, whereas the economic benefits are realized over the longer term. Consequently, we consider cash provided by operating activities before investment in gross loans receivable to be a useful measure in understanding the cash flow trends inherent to our existing scale of operations, by separating out the portion of cash flows related to investment in portfolio growth.

 

The following table presents a reconciliation of cash provided by operating activities before investment in gross loans receivable, the most comparable IFRS financial measure, for each of the periods indicated:

 

($000s)

 

 

 

 

 

Three months ended

 

 

March 31,
2026

 

March 31,
2025

Cash (used in) provided by operating activities

 

$(419)

 

$560

Net issuance of loans receivable

 

(4,434)

 

(3,210)

Cash provided by operations before investment in gross loans receivable

 

4,015

 

3,770

 

 

Orion members

 

Orion members is not a financial measure. Orion members refers to the number of individuals who have signed up for one or more of our products and services including: MogoMoney, Intelligent Investing, our premium account subscription offerings, unique content, or events. People cease to be Orion members if they do not use any of our products or services for 12 months and have a deactivated account. Reported Orion members may overstate the number of unique individuals who actively use our products and services within a 12-month period, as one individual may register for multiple accounts whether inadvertently or in a fraudulent attempt. Customers are Orion members who have accessed.

 

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Management’s Discussion and Analysis

 

Key Balance Sheet Components

The following table provides a summary of the key balance sheet components as at March 31, 2026 and December 31, 2025:

 

($000s)

 

As at

 

 

March 31,
2026

 

December 31,
2025

Cash and cash equivalent

 

$23,742

 

$17,702

Loans receivable, net

 

60,446

 

60,650

Total assets

 

166,594

 

173,634

Total liabilities

 

99,851

 

101,313

 

Total assets decreased by $7.0 million during the three months ended March 31, 2026. The decrease is primarily attributable to decreased in marketable securities and the continued amortization of intangible assets. Cash and cash equivalents increased due to the monetization of marketable securities.

 

Total liabilities decreased by $1.5 million during the three months ended March 31, 2026. The decrease is primarily due to a decrease in accounts payable, accruals as well as a decrease in debentures resulting from principal repayments. The Company’s approach to its debentures is to maintain flexibility while gradually optimizing its cost of capital. This may include equity-based settlement depending on liquidity conditions.

 

The Company manages its capital structure on a net basis, taking into account both financial liabilities and the associated earning assets that support them. Gross loans receivable were $77.9 million as at March 31, 2026, compared to $77.6 million at December 31, 2025, reflecting loan originations partially offset by repayments and charge-offs. The allowance for loan losses was $17.4 million, representing 22.4% of gross loans receivable, compared to $17.0 million (21.9%) at December 31, 2025. The increase primarily reflects updated macroeconomic assumptions and portfolio performance. The allowance represents management’s estimate of expected credit losses under IFRS 9. Further details are provided in Note 4.

 

Liquidity and Capital Resources

 

The Company’s objectives when managing capital are to maintain financial flexibility in order to preserve its ability to meet financial obligations and continue as a going concern, and to deploy capital to provide future investment return to its shareholders. The Company’s capital structure includes debentures that may be settled in cash or common shares at the Company’s discretion, and which are subordinated to the Company’s senior credit facility, resulting in an effective maturity that aligns with the maturity of that facility and reduces near-term refinancing requirements. A detailed description of the Company’s approach to capital management and risk management policy for managing liquidity risk is outlined in Note 24 in the Company’s annual consolidated financial statements for the year ended December 31, 2025. The Company has assessed that it has adequate resources to continue as a going concern for the foreseeable future, which management has defined as being at least the next 12 months. The Company monitors its cash position and cash flow on a regular basis, and may monetize certain marketable securities and investments in the next 12 months to reinforce its cash position, should management consider it necessary.

To date the Company has funded its lending and investing activities, expenses and losses primarily through the proceeds of its initial public offering which raised $50 million in 2015, subsequent issuances of common shares of the Company, convertible debentures, warrants, prior private placements of preferred shares, placements of debentures, credit facilities, and cash from operating activities. The business combination between the Company and Mogo Finance Technology Inc. in the second quarter of 2019 also added to the Company’s capital resources and strengthened its financial position with an investment portfolio and marketable securities which the Company is actively seeking to monetize.

We manage our liquidity by continuously monitoring revenues, expenses and cash flow compared to budget. Our principal cash requirements are for working capital, loan capital and investing activities. Our future financing requirements will depend on many factors including our growth rate, product development investments, increase in marketing activities, investment levels in our gross loans receivables, the macroeconomic conditions and their impact on loan performance, and potential mergers, strategic investments and acquisitions activity. The Company does not face a near-term refinancing requirement with respect to its debentures or credit facility.

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Management’s Discussion and Analysis

 

 

In order to support its growth strategy, the Company gives consideration to additional financing options including accessing the capital markets for additional equity or debt, monetization of our investment portfolio and marketable securities, increasing the amount of long-term debt outstanding or increasing availability under existing or new credit facilities.

Although we are not currently party to any material undisclosed agreement and do not have any understanding with any third parties with respect to potential material investments in, or material acquisitions of, businesses or technologies, we may enter into these types of arrangements in the future, which could also require us to seek additional equity or debt financing. Additional funds may not be available on terms favourable to us or at all.

In February 2025, we amended our credit facility. The amendment changed the effective interest rate from 8% plus SOFR, to 7% plus SOFR, and extends the maturity date from January 2026 to January 2029. The Company’s credit facility is secured by and directly tied to its loan receivables and represents matched funding of earning assets. Accordingly, this facility should be evaluated in the context of the associated loan receivables rather than as standalone corporate leverage.

 

Economic Cash Flow Summary (Supplemental)

 

In addition to the consolidated statement of cash flows prepared in accordance with IFRS, management reviews cash flow by grouping activities into operating cash generation, discretionary investment, balance sheet deployment and financing activities. The following summary is provided to illustrate the economic drivers of changes in cash during the period and reconciles to the consolidated statement of cash flows.

 

($000s)

 

 

 

 

 

 

Three months ended

 

 

March 31,
2026

 

March 31,
2025

Core operating cash generation (Before loan deployment and discretionary investments) (1)

 

$4,740

 

$4,538

Discretionary growth and platform investment (2)

 

(880)

 

(458)

Net deployment into loan receivables (3)

 

(4,691)

 

(3,761)

Portfolio investments and monetizations (4)

 

8,387

 

2,447

Net financing and capital allocation activities (5)

 

(1,516)

 

(1,476)

Net change in cash

 

6,040

 

1,290

 

This table presents a management cash flow summary, which is not a standardized financial measure under IFRS Accounting Standards and may not be comparable to similar measures presented by other issuers. The net change in cash presented above reconciles to the net increase (decrease) in cash and cash equivalents reported in the consolidated statement of cash flows.

(1)
Core operating cash generation represents operating cash flow excluding net issuance of loans receivable and cash interest paid on debentures of $0.7 million and $0.8 million for the three months ended March 31, 2026, and 2025 respectively. These amounts have been included in Net change in loans receivable and net financing and shareholder actions respectively.
(2)
Investments in intangible assets and property and equipment.
(3)
Net change in loans receivable, net advances and repayments on credit facility
(4)
Net cash flows from purchases and sales of marketable securities and investment portfolio monetizations.
(5)
Cashflow related to debenture principal and interest payments, share repurchases, lease principal payments and foreign exchange effects.

 

Core operating cash generation

Core operating cash generation was $4.7 million for the three months ended March 31, 2026, an increase of $0.2 million compared to $4.5 million in the same period in the prior year. The increase was primarily attributable to changes in working capital management.

 

Discretionary growth and platform investment

Discretionary growth and platform investment was $0.9 million for the three months ended March 31, 2026, a $0.4 million increase compared to $0.5 million in the same period last year. The increased investment reflects the Company's investment in the unified intelligent investing platform to be launched in 2026.

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Management’s Discussion and Analysis

 

Net deployment into loan receivables

Net balance sheet deployment was $4.7 million for the three months ended March 31, 2026, a $0.9 million increase compared to $3.8 million in the same period last year. This is primarily due to an increase in the Company's net issuance of loans receivable in the current year.

 

Portfolio investments and monetizations

Portfolio investments and monetizations was $8.4 million for the three months ended March 31, 2026. The increase was primarily attributable to the monetization of the Company’s remaining equity position in WonderFi during the current period. The monetization of marketable securities reflects disciplined capital allocation and strengthens the Company’s liquidity position.

 

Net financing and shareholder actions

Net financing and shareholder actions remained broadly consistent with the same period in the prior year at $1.5 million.

 

Cash Flow Summary

The following table provides a summary of cash inflows and outflows by activity for the three months ended March 31, 2026 and 2025

 

($000s)

 

 

 

 

 

 

Three months ended

 

 

March 31,
2026

 

March 31,
2025

Cash provided by operating activities before changes in working capital (1)

 

$3,955

 

$3,284

Other changes in working capital (1)

 

60

 

486

Cash provided by operating activities before changes in loans receivable

 

4,015

 

3,770

Cash invested in loans receivable

 

(4,434)

 

(3,210)

Cash (used in) provided by operating activities

 

(419)

 

560

Cash provided by investing activities

 

7,507

 

1,989

Cash used in financing activities

 

(1,050)

 

(1,246)

Effect of exchange rate fluctuations

 

2

 

(13)

Net increase in cash for the period

 

6,040

 

1,290

 

 

(1)
This is a non-IFRS measure. The above table includes a reconciliation to cash (used in) generated from operating activities which is the most comparable IFRS measure.
(2)
Operating cash flow excluding changes in working capital and net issuance of loans receivable.

Cash (used in) provided by operating activities

 

Our operating activities consist of our subscription and services revenue inflows, our cash operating and interest expense outflows, as well as the funding and servicing of our loan products, including the receipt of principal and interest payments from our loan customers, and payment of associated direct costs and receipt of associated fees. Investment in loans receivable represents a discretionary deployment of capital and can be adjusted based on market conditions and capital allocation priorities.

 

Cash provided by operating activities before investment in gross loans receivables was $4.0 million for the three months ended March 31, 2026, which is a $0.2 million decrease compared to $3.8 million in the same period last year.

 

Cash invested in loans receivable was a $4.4 million outflow in the three months ended March 31, 2026 compared to a $3.2 million outflow in the same period last year. Management maintains complete discretion over the ability to manage this as either a usage of cash or an inflow of cash from period to period.

 

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Management’s Discussion and Analysis

 

Cash used in operating activities was ($0.4) million for the three months ended March 31, 2026 compared cash provided by operating activities of $0.6 million in the same period last year. The change was primarily due to an increase in cash invested in loans receivable and changes in working capital management.

Cash provided by (used in) investing activities

 

Our investing activities consist primarily of capitalization of software development costs, purchases of property, equipment and software, investment and sale of our digital assets, monetization of our investment portfolio and marketable securities. The cash flow may vary from period to period due to the timing of the expansion of our operations, changes in employee headcount and the development cycles of our internal‑use technology.

 

Cash provided by investing activities in the three months ended March 31, 2026 was $7.5 million compared to $2.0 million in the same period last year. The increase in cash provided by investing activities is primarily due to inflows from the monetization of the Company’s remaining equity position in WonderFi during the current period

 

Cash provided by (used in) financing activities

 

Historically, our financing activities have consisted primarily of the issuance of our common shares, debentures, convertible debentures, and borrowings and repayments on our credit facilities.

 

Cash used in financing activities in the three months ended March 31, 2026 was ($1.1) million compared to ($1.2) million for the same period last year. The decrease is due to $0.3 million of net draws on the Company's credit facility in current period compared to $0.6 million in the prior period as well as a decrease in principal repayments of lease liabilities. These were offset by a slight increase in principal repayments on debentures and increased share repurchases.

 

 

Contractual Obligations

The following table shows contractual obligations as at March 31, 2026. Management will continue to refinance any outstanding amounts owing under the credit facility or our long-term debentures as they become due and payable.

 

($000s)

 

2026

 

2027

 

2028

 

2029

Commitments - operational

 

 

 

 

 

 

 

 

Lease payments

 

1,085

 

605

 

 

Accounts payable

 

3,352

 

 

 

Accruals and other

 

12,471

 

 

 

Other purchase obligations

 

585

 

390

 

 

Interest – credit facility

 

4,607

 

5,515

 

5,515

 

30

Interest – Debentures(1)

 

1,943

 

2,424

 

2,217

 

520

 

24,043

 

8,934

 

7,732

 

550

Commitments – principal repayments

 

 

 

 

 

 

 

 

Credit facility

 

 

 

 

50,977

Debentures (1)

 

1,706

 

2,438

 

2,639

 

25,411

 

1,706

 

2,438

 

2,639

 

76,388

Total contractual obligations

 

25,749

 

11,372

 

10,371

 

76,938

 

(1)
The debenture repayments are payable in either cash or common shares of Orion at Orion’s option. The number of common shares required to settle the repayments are variable based on the Company's share price at the repayment date. The debentures are subordinated to the credit facility which has the effect of extending the maturity date of the debentures to the later of contractual maturity or the maturity date of the credit facility.

 

Actual cash outflows associated with debenture obligations may differ as the Company has the ability to settle such obligations in common shares at its discretion.

 

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Management’s Discussion and Analysis

 

Transactions with Related Parties

Related party transactions during the three months ended March 31, 2026 include transactions with debenture holders that incur interest. The related party debentures balance as at March 31, 2026 totaled $0.1 million (March 31, 2025 – $0.1 million). The debentures bear annual coupon interest of 8.0% (March 31, 2025 – 8.0%) with interest expense for the three months ended March 31, 2026 totaling $3,000 (March 31, 2025 – $3,000). The related parties involved in such transactions include shareholders, officers, directors, and management, close members of their families, or entities which are directly or indirectly controlled by close members of their families. The debentures are ongoing contractual obligations that are used to fund our corporate and operational activities.

 

Off‑Balance Sheet Arrangements

The Company has no off‑balance sheet arrangements that have, or are likely to have, a current or future material effect on our consolidated financial position, financial performance, liquidity, capital expenditures or capital resources.

 

 

Disclosure of Outstanding Shares

The authorized capital of Mogo consists of an unlimited number of common shares without par value and an unlimited number of preferred shares, issuable in one or more series. As of November 7, 2025, no preferred shares have been issued and the following common shares, and rights to acquire common shares were outstanding:

Class of Security

 

Number outstanding (in 000s) as at May 7, 2026

Common shares

 

23,894,826

Stock options

 

3,382

Restricted share units

 

-

Common share purchase warrants (2)

 

1,698

 

(2)
Common share purchase warrants include the 1,018,519 warrants accounted for as a derivative financial liability. These warrants expire in June 2026. Refer to Note 16 of the interim condensed consolidated financial statements for the three months ended March 31, 2026.

 

Risk Management

In the normal course of business, the Company is exposed to financial risk that arises from a number of sources. Management’s involvement in operations helps identify risks and variations from expectations. As a part of the overall operation of the Company, management takes steps to avoid undue concentrations of risk. The Company’s significant risks and related policies are described further in the notes to the Company’s annual consolidated financial statements for the year ended December 31, 2025 and interim condensed consolidated financial statements for the three months ended March 31, 2026.

Other risks

As part of the Federal Budget released in March 2023, the Government of Canada announced its intention to amend section 347 of the Criminal Code and reduce the maximum allowable interest rate from 60% to 35% annual percentage rate ("APR"). On May 31, 2024, the governor general in counsel announced that the amendments would be effective January 1, 2025. Agreements entered into before the coming into force date of January 1, 2025, are not impacted. The new reduced rate is only applicable to agreements entered into as of January 1, 2025. The Company has made the necessary adjustments to product offerings to comply with the new rate requirements.

As changes in our business environment or investment strategy occur, we may adjust our strategies to meet these changes, which may include restructuring a particular business or asset or refocusing on different sectors of our investment portfolio and marketable securities. In addition, external events, including changing technology, changing consumer patterns, changing market sentiment, and changes in macroeconomic condition, including the volatility and uncertainty in financial markets (including cryptocurrency markets), may impair the value of some or all of our assets or require us to take a charge against such assets. When these changes or events occur, we may need to write down the value of certain assets or the overall value of our investment portfolio and marketable securities. We may also make investments in existing or new businesses in order to build on or diversify our investment portfolio and marketable securities. Some of these investments may have short-term returns that are negative or low and the ultimate prospects of those investments in our portfolio may be uncertain, volatile or may not

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Management’s Discussion and Analysis

 

develop at a rate that supports our level of investment. In any of these events, we may have significant charges associated with the write-down of assets or certain investments.

Other risks facing our business, and that could cause actual results to differ materially from current expectations may include, but are not limited to, risks and uncertainties that are discussed in greater detail in the "Risk Factors" section of our current annual information form for the year ended December 31, 2025, and elsewhere in this MD&A.

 

Capital management

Our objective in managing our capital is financial stability and sufficient liquidity to increase shareholder value through organic growth and investment in technology, marketing and product development. Our senior management team is responsible for managing the capital through regular review of financial information to ensure sufficient resources are available to meet operating requirements and investments to support our growth strategy. The Board is responsible for overseeing this process. In order to maintain or adjust our capital structure, we may issue new shares, repurchase shares, approve special dividends, or issue debt.

 

Critical Accounting Estimates

The preparation of the consolidated financial statements requires management to make estimates, assumptions and judgments that affect the reported amount of assets and liabilities, and the reported amount of revenues and expenses during the period. Actual results may differ from these estimates. Estimates, assumptions, and judgments are reviewed on an ongoing basis. Revisions to accounting estimates are recognized on a prospective basis beginning from the period in which they are revised.

Significant estimates and judgments include the provision for loan losses, net of recoveries, fair value of privately held investments, and impairment testing of intangible assets and goodwill which are described further in the notes to the Company’s consolidated financial statements for the year ended December 31, 2025 and interim condensed consolidated financial statements for the three months ended March 31, 2026.

Changes in Accounting Policies including Initial Adoption

Material accounting policies

The accounting policies are described in the Company's annual consolidated financial statements for the year ended December 31, 2025.

New and amended standards and interpretations

The Company assessed the amendments to IFRS 9 and IFRS 7 effective January 1, 2026, including clarifications related to the assessment of contractual cash flow characteristics of financial assets and the derecognition of financial liabilities in electronic payment systems. Based on this assessment, the Company determined that these amendments did not have a material impact on the classification or measurement of its financial assets and liabilities, nor on its disclosures.

Certain other new or amended standards and interpretations became effective on January 1, 2026, but do not have an impact on the interim condensed consolidated financial statements of the Company.

 

Standards issued but not yet effective

In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements. IFRS 18 replaces IAS 1 Presentation of Financial Statements and sets out requirements for the presentation and disclosure of information in general purpose financial statements. The standard applies to annual reporting periods beginning on or after January 1, 2027 and is to be applied retrospectively, with early adoption permitted. The Company expects the adoption of IFRS 18 to primarily affect the presentation and disclosure of information in the consolidated financial statements. The Company does not expect the standard to significantly affect the recognition or measurement of amounts recognized in the consolidated financial statements. The Company continues to assess the detailed impact of IFRS 18 ahead of its adoption.

Controls and Procedures

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Management’s Discussion and Analysis

 

The Company’s Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") are responsible for establishing and maintaining disclosure controls and procedures for the Company. The Company maintains a set of disclosure controls and procedures designed to provide reasonable assurance that information required to be publicly disclosed is recorded, processed, summarized and reported on a timely basis. The CEO and CFO have evaluated the design of the Company’s disclosure controls and procedures at the end of the quarter and based on the evaluation, the CEO and CFO have concluded that the disclosure controls and procedures are effectively designed.

Internal Controls over Financial Reporting

 

The Company’s internal controls over financial reporting (“ICFR”) are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company’s management is responsible for establishing and maintaining adequate ICFR for the Company. Management, including the CEO and CFO, does not expect that the Company’s ICFR will prevent or detect all errors and all fraud or will be effective under all future conditions. A control system is subject to inherent limitations and even those systems determined to be effective can provide only reasonable, but not absolute, assurance that the control objectives will be met with respect to financial statement preparation and presentation. The Company’s management under the supervision of the CEO and CFO has evaluated the design of the Company’s ICFR based on the Internal Control – Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission.

 

During the three months ended March 31, 2026, there were no changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Exhibit 99.3

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, David Feller, Chief Executive Officer of Orion Digital Corp., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "Interim filings") of Orion Digital Corp. (the "issuer") for the interim period ended March 31, 2026.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the Interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared: and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

5.1 Control framework: The control framework the issuer's other certifying officer and I used to design the issuer's ICFR is the Internal Control – Integrated Framework (COSO Framework 2013) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 ICFR - material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on January 1, 2026 and ended on March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: May 7, 2026

“David Feller”

______________________

David Feller

Chief Executive Officer


Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Gregory Feller, Chief Financial Officer of Orion Digital Corp., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "Interim filings") of Orion Digital Corp. (the "issuer") for the interim period ended March 31, 2026.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the Interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared: and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

5.1 Control framework: The control framework the issuer's other certifying officer and I used to design the issuer's ICFR is the Internal Control – Integrated Framework (COSO Framework 2013) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 ICFR - material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on January 1, 2026 and ended on March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: May 7, 2026

“Gregory Feller”

_______________________

Gregory Feller

Chief Financial Officer


FAQ

How did Orion Digital Corp. (MOGO) perform financially in Q1 2026?

Orion reported Q1 2026 revenue of $16.9 million, down 3% year-over-year, with subscription and services at $10.5 million. Net loss improved to $5.8 million from $11.9 million as revaluation losses eased and operating efficiency improved across core platforms.

What were the key profitability metrics for Orion Digital Corp. (MOGO) in Q1 2026?

Orion’s adjusted EBITDA was $1.5 million in Q1 2026, up 46% from $1.1 million a year earlier. Adjusted net loss narrowed to $0.7 million from $1.5 million, supported by higher gross margin, lower operating expenses, and reduced financing and revaluation charges.

How are Orion Digital Corp.’s (MOGO) Wealth and Payments platforms performing?

Wealth revenue rose 12% to $3.9 million, with assets under management reaching $495.6 million, up 14%. The Carta payments platform processed $2.7 billion of European volume, up 12%, generating $2.3 million of payments revenue as Orion emphasizes scalable, platform-based income.

What is Orion Digital Corp.’s (MOGO) liquidity and debt position after Q1 2026?

Orion ended Q1 2026 with $25.6 million of cash and restricted cash and $35.4 million including marketable securities and investments. It carried a $51.4 million credit facility balance and $31.5 million of debentures, both maturing effectively in 2029 under existing agreements.

What guidance did Orion Digital Corp. (MOGO) provide for 2026?

Orion guided Q2 2026 adjusted EBITDA to approximately $2.5–$3.5 million and full-year 2026 adjusted EBITDA to about $6.0–$7.0 million. Management also expects consolidated revenue to be modestly lower year-over-year as it temporarily reduces loan originations in Q2.

How is Orion Digital Corp. (MOGO) managing its lending portfolio under Canada’s 35% APR cap?

Orion operates its consumer lending under the revised 35% APR regime, emphasizing disciplined underwriting and risk control. Q1 2026 provision for loan losses fell 4% to $4.6 million, while loans receivable, net, remained stable at about $60.4 million across risk stages.

What capital allocation actions did Orion Digital Corp. (MOGO) take recently?

In Q1 2026 Orion fully exited its WonderFi equity position and repurchased 48,724 shares, bringing total buybacks since June 2022 to about 1.72 million shares, or 7.2% of outstanding. The WonderFi monetizations significantly strengthened cash balances for platform investment and selective repurchases.

Filing Exhibits & Attachments

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