Form 8-K/A

8-K/A — Katapult Holdings, Inc.

Accession: 0001104659-26-107062

Filed: 2026-09-11

Period: 2026-08-07

CIK: 0001785424

SIC: 7359 (SERVICES-EQUIPMENT RENTAL & LEASING, NEC)

Item: Financial Statements and Exhibits

Documents

8-K/A — tm2624719d1_8ka.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2624719d1_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2624719d1_ex99-2.htm)

EX-99.3 — EXHIBIT 99.3 (tm2624719d1_ex99-3.htm)

EX-99.4 — EXHIBIT 99.4 (tm2624719d1_ex99-4.htm)

EX-99.5 — EXHIBIT 99.5 (tm2624719d1_ex99-5.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K/A — FORM 8-K/A

8-K/A (Primary)

Filename: tm2624719d1_8ka.htm · Sequence: 1

true

This Amendment No. 1 on Form 8-K/A (this "Form 8-K/A") amends the Current Report on Form 8-K filed by Katapult Holdings, Inc. (the "Company") with the U.S. Securities and Exchange Commission on August 11, 2026 (the "Original Form 8-K"), which reported, among other things, the completion of the business combination among the Company, CCF Holdings LLC and Aaron's Intermediate Holdco, Inc. pursuant to the Agreement and Plan of Merger, dated December 11, 2025, as amended.

0001785424

2026-08-07

0001785424

dei:FormerAddressMember

2026-08-07

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 7, 2026

KATAPULT HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39116

84-2704291

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

400 Galleria Parkway SE, Suite 300, Atlanta, GA

30339

(Address of principal executive offices)

(Zip Code)

(678) 402-3000

(Registrant’s telephone number, including area code:)

5360 Legacy Drive, Building 2, Plano, TX 75024

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction

A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on

Which Registered

Common Stock, par value $0.0001 per share

KPLT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ¨

EXPLANATORY NOTE

This Amendment No. 1 on Form 8-K/A (this “Form 8-K/A”)

amends the Current Report on Form 8-K filed by Katapult Holdings, Inc. (the “Company”) with the U.S. Securities and Exchange

Commission on August 11, 2026 (the “Original Form 8-K”), which reported, among other things, the completion of the business

combination among the Company, CCF Holdings LLC and Aaron’s Intermediate Holdco, Inc. pursuant to the Agreement and Plan of Merger,

dated December 11, 2025, as amended.

This Form 8-K/A is being filed solely to provide the financial statements

and pro forma financial information required by Item 9.01 of Form 8-K that were not included in the Original Form 8-K in reliance on Items

9.01(a)(3) and 9.01(b)(2) of Form 8-K, which permit such financial statements and pro forma financial information to be filed by amendment

no later than 71 calendar days after the date on which the Original Form 8-K was required to be filed. Any information required to be

set forth in the Original Form 8-K that is not being amended or supplemented pursuant to this Form 8-K/A is hereby incorporated by reference.

Except as set forth herein, no modifications have been made to the information contained in the Original Form 8-K and the Company has

not updated any information contained therein to reflect the events that have occurred since the date of the Original Form 8-K. Accordingly,

this Form 8-K/A should be read in conjunction with the Original Form 8-K.

The pro forma financial information included as Exhibit 99.5 to this

Form 8-K/A has been presented for illustrative purposes only and is not intended to, and does not purport to, represent what the combined

company’s actual results or financial condition would have been during the periods presented, and is not intended to project future

results or financial condition that the combined company may achieve following the business combination.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses or Funds Acquired

CCF Holdings LLC

Unaudited consolidated financial statements of CCF Holdings LLC for

the six months ended June 30, 2026 and 2025, and the notes related thereto, are filed as Exhibit 99.1 to this Form 8-K/A and

incorporated by reference herein.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations of CCF Holdings LLC for the six months ended June 30, 2026 and 2025 is filed as Exhibit 99.2 to this Form

8-K/A and incorporated by reference herein.

Aaron’s Intermediate Holdco, Inc.

Unaudited condensed consolidated financial statements of Aaron’s

Intermediate Holdco, Inc. for the six months ended June 30, 2026 and 2025, and the notes related thereto, are filed as Exhibit 99.3 to

this Form 8-K/A and incorporated by reference herein.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations of Aaron’s Intermediate Holdco, Inc. for the six months ended June 30, 2026 and 2025 is filed as Exhibit 99.4

to this Form 8-K/A and incorporated by reference herein.

(b) Pro Forma Financial Information

Unaudited pro forma condensed combined financial information of Katapult

Holdings, Inc., CCF Holdings LLC and Aaron’s Intermediate Holdco, Inc. for the six months ended June 30, 2026 and the year ended

December 31, 2025, and the notes related thereto, are filed as Exhibit 99.5 to this Form 8-K/A and incorporated by reference herein.

(d) Exhibits

Exhibit No.

Exhibit

99.1

Unaudited consolidated financial statements of CCF Holdings LLC for the six months ended June 30, 2026 and 2025 and the notes related thereto.

99.2

Management’s Discussion and Analysis of Financial Condition and Results of Operations of CCF Holdings LLC for the six months ended June 30, 2026 and 2025.

99.3

Unaudited condensed consolidated financial statements of Aaron’s Intermediate Holdco, Inc. for the six months ended June 30, 2026 and 2025 and the notes related thereto.

99.4

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Aaron’s Intermediate Holdco, Inc. for the six months ended June 30, 2026 and 2025.

99.5

Unaudited pro forma condensed combined financial information of Katapult Holdings, Inc., CCF Holdings LLC and Aaron's Intermediate Holdco,

Inc. for the six months ended June 30, 2026 and for the year ended December 31, 2025, and the notes related thereto.

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

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 hereunto duly authorized.

Date:

September 11, 2026

/s/ Russell Falkenstein

Name: Russell Falkenstein

Title: Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2624719d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

CCF

Holdings LLC and Subsidiaries

Financial

Report (unaudited)

For

the six months ended June 30, 2026 and 2025

Index to Consolidated Financial Statements

Page

Financial

Statements (unaudited)

Consolidated

Balance Sheets as of June 30, 2026 (unaudited) and December 31, 2025

Consolidated

Statements of Operations for the six months ended June 30, 2026 (unaudited) and June 30, 2025 (unaudited)

Consolidated

Statements of Members' Deficit for the six months ended June 30, 2026 (unaudited) and June 30, 2025 (unaudited)

Consolidated

Statements of Cash Flows for the six months ended June 30, 2026 (unaudited) and June 30, 2025 (unaudited)

Notes

to Consolidated Financial Statements (unaudited)

CCF Holdings

LLC and Subsidiaries

Consolidated

Balance Sheets

June 30, 2026

and December 31, 2025

(In thousands,

except per share data)

(Unaudited)

(Audited)

June

30,

December

31,

2026

2025

Assets

Cash

and cash equivalents

$ 96,839

$ 94,575

Restricted

cash

1,128

913

Finance

receivables at amortized cost, net of allowance for credit losses of $104.9 million and $115.5 million

410,280

430,108

Finance

receivables at fair value

266,539

273,223

Card

related pre-funding and receivables

2,286

533

Property,

leasehold improvements and equipment, net

59,169

66,329

Right

of use assets - operating leases

284,815

293,744

Goodwill

107,888

Intangible

assets

61,301

75,197

Security

deposits

4,404

4,882

Other

assets

134,971

71,678

Total

assets

$ 1,429,620

$ 1,419,070

Liabilities and Members'

Deficit

Liabilities

Accounts

payable and accrued liabilities

$ 211,429

$ 196,621

Money

orders payable

7,224

4,883

Accrued

interest

2,047

1,934

Swingline

loan

12,000

20,000

Paycheck

protection program loan

10,000

Operating

lease obligation

299,216

310,442

First

lien facility, net of deferred debt issuance costs of $0.4 million and $1.5 million

142,456

141,306

Term

loan, net of deferred debt issuance costs of $0.2 million and $0.7 million

110,532

109,989

Sparrow

term loan, net of deferred debt issuance costs of $0.9 million and $1.4 million

49,079

68,632

Sparrow

single-pay facility, net of deferred debt issuance costs of $— and $0.1 million

30,972

30,935

Sparrow

multi-pay facility, net of deferred debt issuance costs of $1.0 million and $1.4 million

109,688

117,652

TMX ABL

credit facility, net of deferred debt issuance costs of $5.4 million and $5.3 million

359,289

376,086

Trident

ATL loan, net of deferred debt issuance costs of $6.0 million and $7.3 million

142,348

141,036

TMX Over-advance

credit facility, net of deferred debt issuance costs of $0.6 million and $0.8 million

7,460

7,264

Deferred

revenue

5,874

6,998

Total

liabilities

$ 1,499,614

$ 1,543,778

Commitments and contingencies

(Notes 7, 10 and 12)

Members' Deficit and Non-Controlling

Interest

Preferred

units, 1,760,053,026 Class D authorized, 1,660,053,026 Class D outstanding at June 30, 2026 and December 31, 2025

237,794

Common

units, par value $-0- per unit, 89,833,313 Class A, 442,825 Class C, 17,599,180 Class M authorized; 89,833,313 Class A, 442,825 Class

C, and 5,573,073 Class M outstanding at June 30, 2026 and December 31, 2025

6,366

Retained

deficit

(276,996 )

(336,261 )

Non-controlling

interest

(37,158 )

(32,607 )

Total

members' deficit and non-controlling interest

(69,994 )

(124,708 )

Total

liabilities and members' deficit

$ 1,429,620

$ 1,419,070

See Notes to Consolidated

Financial Statements.

CCF Holdings

LLC and Subsidiaries

Consolidated

Statements of Operations

Six Months Ended

June 30, 2026 and 2025

(In thousands)

(Unaudited)

Six Months

Ended

June

30,

2026

2025

Revenues

Finance

receivable revenues

$ 563,532

$ 548,650

Credit

service fees

241,976

260,123

Check

cashing fees

32,904

32,069

Card

fees

3,418

3,543

Other

revenues

28,417

24,244

Total

revenues, gross

870,247

868,629

Fair

value adjustment of finance receivables

863

5,817

Net

charge-offs of finance receivables at fair value

(67,532 )

(54,406 )

Fair value

adjustment of finance receivables, net

(66,669 )

(48,589 )

Provision

for credit losses

(213,799 )

(201,466 )

Total

revenues, net

589,779

618,574

Expenses

Salaries

and related expenses

183,814

187,703

Occupancy

84,363

82,725

Advertising

and marketing

20,001

21,004

Depreciation

and amortization

28,479

30,899

Store

closure expenses

523

386

Acquisition

expenses

5,230

—

Transition

services expense

—

899

Non-cash

equity-based compensation

171

1,393

Interest

expense, net

82,092

87,293

Gain

on store closures

(2,870 )

(99 )

Other

expenses

144,210

153,580

Total

expenses

546,013

565,783

Income

from continuing operations, before tax

43,766

52,791

(Benefit

from) provision for income taxes

(35,531 )

6,532

Net income

79,297

46,259

Net

loss attributable to non-controlling interest

(171 )

(1,393 )

Net

income attributable to CCF Holdings

$ 79,468

$ 47,652

See Notes to Consolidated

Financial Statements.

CCF Holdings

LLC and Subsidiaries

Consolidated

Statements of Members’ Deficit

Six Months Ended

June 30, 2026 and 2025

(Dollars in thousands)

(Unaudited)

Six

Months Ended June 30, 2026

Class

Units

Class

Units

Class

Units

Total

Common

Units

Preferred

Units

Retained

Non-

Controlling

Amount

Deficit

Interest

Total

Balance,

December 31, 2025

89,833,313

442,825

5,573,073

$ 6,366

1,660,053,026

$ 237,794

$ (336,261 )

$ (32,607 )

$ (124,708 )

Net

income (loss)

—

79,468

(171 )

79,297

Non-cash

equity-based compensation

—

171

Dividends

paid

—

(20,203 )

(4,551 )

(24,754 )

Balance,

June 30, 2026

89,833,313

442,825

5,573,073

$ 6,366

1,660,053,026

$ 237,794

$ (276,996 )

$ (37,158 )

$ (69,994 )

Six

Months Ended June 30, 2025

Class

Units

Class

Units

Class

Units

Total

Common

Units

Preferred

Units

Retained

Non-

Controlling

Amount

Deficit

Interest

Total

Balance,

December 31, 2024

89,833,313

442,825

5,573,073

$ 6,366

1,660,053,026

$ 237,794

$ (322,529 )

$ (23,410 )

$ (101,779 )

Net

income (loss)

—

47,652

(1,393 )

46,259

Non-cash

equity-based compensation

—

1,393

Dividends

paid

—

(20,202 )

(4,665 )

(24,867 )

Balance,

June 30, 2025

89,833,313

442,825

5,573,073

$ 6,366

1,660,053,026

$ 237,794

$ (295,079 )

$ (28,075 )

$ (78,994 )

See Notes to Consolidated

Financial Statements.

CCF Holdings

LLC and Subsidiaries

Consolidated

Statements of Cash Flows

Six Months Ended

June 30, 2026 and 2025

(In thousands)

(Unaudited)

Six Months

Ended

June

30,

2026

2025

Cash flows from operating activities

Net

income

$ 79,297

$ 46,259

Adjustments

to reconcile net income to net cash provided by operating activities:

Provision

for credit losses

213,799

201,466

Fair value

adjustment of finance receivables, net

66,669

48,589

Gain on

store closures

(2,870 )

(99 )

Depreciation

and amortization

28,479

30,899

Amortization

of deferred debt issuance and debt discount costs

5,804

9,063

Lease

termination expense

523

386

Non-cash

equity-based compensation

171

1,393

Changes

in assets and liabilities:

Card related pre-funding and receivables

(1,753 )

746

Operating lease right-of-use assets

and lease liabilities

112

551

Other assets

(62,327 )

2,434

Deferred revenue

(1,124 )

(124 )

Accrued interest

113

(1,389 )

Money orders payable

2,341

431

Accounts payable

and accrued liabilities

13,621

(35,823 )

Net

cash provided by operating activities

342,855

304,782

Cash flows from investing activities

Net receivables

originated

(254,483 )

(177,477 )

Purchase

of leasehold improvements and equipment

(7,973 )

(10,393 )

Net

cash used in investing activities

(262,456 )

(187,870 )

Cash flows

from financing activities

Proceeds

from TMX ABL credit facility

15,357

2,406

Repayments

of TMX ABL credit facility

(32,104 )

(43,803 )

Proceeds

from Sparrow multi-pay facility

1,000

—

Repayments

of Sparrow multi-pay facility

(9,419 )

—

Repayments

of Sparrow term loan

(20,000 )

Net repayments

of Swingline loan

(8,000 )

(6,000 )

Dividends

paid

(24,754 )

(24,867 )

Debt

issuance costs

—

(2,226 )

Net

cash used in financing activities

(77,920 )

(94,490 )

Net

increase in cash and cash equivalents and restricted cash

2,479

22,422

Cash and cash equivalents and

restricted cash:

Beginning

95,488

115,913

Ending

$ 97,967

$ 138,335

The following table reconciles cash and cash equivalents and restricted cash from

the Consolidated Balance Sheets to the above statements:

December

31,

2025

2024

Cash

and cash equivalents

$ 94,575

$ 106,913

Restricted

cash

913

9,000

Total

cash and cash equivalents and restricted cash

$ 95,488

$ 115,913

June

30,

2026

2025

Cash and cash equivalents

$ 96,839

$ 129,041

Restricted

cash

1,128

9,294

Total

cash and cash equivalents and restricted cash

$ 97,967

$ 138,335

See

Notes to Consolidated Financial Statements.

CCF Holdings

LLC and Subsidiaries

Consolidated

Statements of Cash Flows (Continued)

Six Months Ended

June 30, 2026 and 2025

(In thousands)

(Unaudited)

Six Months

Ended

June

30,

2026

2025

Supplemental Disclosures of

Cash Flow Information Cash payments for:

Interest paid, net

$ 76,175

$ 79,619

Income taxes paid, net

$ 5,086

$ 8,383

Significant non-cash investing

and financing activity:

Right of use assets obtained

in exchange for new operating lease liabilities

$ 17,130

$ 22,328

See Notes to Consolidated

Financial Statements.

CCF Holdings

LLC and Subsidiaries

Notes to Consolidated

Financial Statements

(Tabular Amounts

in Thousands, Except Periods, Percentages, Units, Per Unit Amounts, or as Noted)

Note 1. Ownership, Nature of

Business, and Significant Accounting Policies

Nature

of business: CCF Holdings, LLC and Subsidiaries (the “Company”, “CCF Holdings”

or “CCF”) is a provider of alternative financial services to unbanked and under-banked consumers. The Company was formed

in 2018 and succeeded to the business and operations of Community Choice Financial Inc. The Company owned and operated 1,591 retail locations

in 25 states and was licensed to deliver similar financial services through a digital platform in 29 states as of June 30, 2026. Through

its network of retail locations and digital platform, the Company provides customers a variety of financial products and services, including

secured and unsecured, short-term and medium-term consumer loans, check cashing, prepaid debit cards, and other services that address

the specific needs of its individual customers.

The Company has

historically issued Class A, Class C and Class M common units (“Common Units”) to certain investors. The Class A units were

granted voting rights. Class C and Class M units were non-voting.

In addition to Common

Units, CCF has historically issued perpetual cumulative convertible preferred units (the “Preferred

Units”) to certain investors. The holders of the Preferred Units were granted certain rights, including voting rights and board

observation rights. The Preferred Units accrued dividends monthly and were payable at the direction of the Board of Managers of CCF.

Dividends were payable monthly at 15.0% per annum.

The

Company historically issued equity-classified warrants (“Warrants”) to purchase the Company’s Class A Common Units.

The Warrants were originally scheduled to expire on March 26, 2026. On March 24, 2026, certain of the Warrants were amended to extend

their expiration date through the closing of the Merger (as defined and discussed in Note 17) and to provide that the amended Warrants

be exercised automatically upon the closing of such merger. On March 26, 2026, Warrants to purchase 800,624 of the Company’s Class

A Common Units expired. As of June 30, 2026, Warrants to purchase 8,418,687 of the Company’s Class A Common Units remained outstanding

and exercisable.

Pursuant to the

2021 Management Incentive Plan approved by the Company’s Board of Managers, the Company and certain members of the Company’s

management (the “CCFI MIP Holders”) were granted profits interests in the form of Class B units (the “CCFI MIP Equity”)

of CCF MIP Holdings, LLC, a consolidated subsidiary. For both June 30, 2026 and December 31, 2025, there were 20 Class A units and 380

Class B units authorized, issued and outstanding of CCF MIP Holdings, LLC.

Pursuant to the

2019 Management Incentive Plan approved by the Company’s Board of Managers, the Company’s

Board of Managers issued options (“Options”) to employees of the Company to purchase Class M Common Units. The Options were

awarded on January 31, 2022 and vested immediately. The Options expire, if not exercised, on the earlier of i) termination of employment

or ii) January 31, 2032. As of June 30, 2026, Options for 5,866,393.5 Class M Common Units

remained open.

In addition, certain

members of the Company’s Board of Managers were historically granted phantom restricted unit awards that were settled upon a change

in control transaction (as defined in the Company’s Limited Liability Company Agreement, as amended). The phantom restricted units

were fully vested and were subject to customary anti-dilution adjustments.

August 11, 2026, pursuant to the Agreement and Plan of Merger (the “Initial Merger

Agreement”), as amended by the First Amendment to the Merger Agreement, dated June

17, 2026 (the “Amendment to the Merger Agreement”, and together with

the Initial Merger Agreement, the “Merger Agreement”), Katapult Holdings, Inc., a

Delaware corporation (“Katapult”), completed the

business combination transaction with Aaron's Intermediate Holdco, Inc., a Delaware corporation (“Aaron's”),

and the Company. Immediately prior to the effective

time of the Merger Agreement, the Company caused the CCFI MIP Holders to assign, transfer and deliver to Katapult, and Katapult assumed

and acquired from the CCFI MIP Holders, the CCFI MIP Equity and Katapult issued to the CCFI MIP Holders and CCF caused the CCFI MIP Holders

to acquire from Katapult shares of Katapult Common Stock as consideration for the CCFI MIP Equity. At the effective time of the Merger

Agreement, i) all outstanding Common Units, Preferred Units, and Phantom Units of the Company were collectively converted solely into

the right to receive shares of Katapult Common Stock, ii) shares of Katapult Common Stock also became subject to the Warrants

of the Company, and iii) vested Options not exercised were forfeited for no consideration. Refer

to Note 17 for additional details on the Merger Agreement.

A summary of the

Company’s significant accounting policies follows. The accounting and reporting policies of the Company are in accordance with

accounting principles generally accepted in the United States of America.

Business

combinations: The Company accounts for business combinations under the acquisition method of

accounting. Under this method, acquired assets, including separately identifiable intangible assets, and any assumed liabilities are

recorded at their acquisition date estimated fair value. The excess of purchase price over the fair value amounts assigned to the assets

acquired and the liabilities assumed represents the goodwill amount resulting from the transactions. Determining the fair value of assets

acquired and liabilities assumed involves the use of significant estimates and assumptions.

Basis

of consolidation: The accompanying consolidated financial statements include the accounts of

CCF and subsidiaries. All significant intercompany accounts and transactions have been eliminated upon consolidation.

Reclassifications:

Certain amounts reported in the 2025 consolidated financial statements have been reclassified to conform

to classifications presented in the 2026 consolidated financial statements, without affecting the previously reported net income or members’

deficit.

Use

of estimates: The preparation of financial statements in conformity with accounting principles

generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts

of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported

amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that

are particularly susceptible to change relate to the determination of the allowance for credit losses, the accrual for third-party losses,

the determination of fair value of medium-term finance receivables, the valuation of goodwill, and the valuation of deferred tax assets

and liabilities.

Revenue

recognition: Transactions include loans, credit service fees, check cashing, bill payment, money

transfer, money order sales, and other miscellaneous products and services. The revenue recognized from these transactions is classified

in the following categories:

Finance receivable

revenues—Advance fees and direct costs incurred for the origination of secured and unsecured short-term and medium-term consumer

loans are deferred and amortized over the loan period using the effective interest method. Interest earned from short-term and medium-term

consumer loans is recognized over the term of the loan using the effective interest method for finance receivables at amortized cost.

However, a portion of finance receivables are measured using the fair value option, which is measured based on a discounted cash flow

methodology. Interest and fee income on finance receivables at fair value are recognized in finance receivables revenues in the Company’s

consolidated statements of operations.

Credit service fees—Credit

service organization (“CSO”) and credit access bureau fees (collectively “CSO fees”) are recognized over the

arranged credit service period. Product sales are allocated based on performance obligation. CSO performance obligations include the

guarantee and the arrangement of the loan. The guarantee portion of the fees are recognized over the period of the loan as the guarantee

represents the primary performance obligation. The arrangement of the loan represents a small portion of the CSO fee, and the net impact

would not be material.

Check cashing fees—The

full amount of the check cashing fee is recognized as revenue at the time of the transaction. The revenue is recognized and the performance

obligation is satisfied at the time the service is provided.

Card

fees and Other—The Company acts in an agency capacity regarding bill payment services, money transfers, card products, fee based

third-party processing services and money orders offered and sold at its retail locations. The Company records the net amount retained

as revenue because the supplier is the primary obligor in the arrangement, the amount earned by the Company is fixed, and the supplier

is determined to have the ultimate credit risk. The revenue is recognized and the performance obligation is satisfied at the time the

service is provided. The transaction price is reduced for variable consideration related to assuring the minimum cash requirement and

program fees paid directly to the third-party lending program provider. The Company estimates the

amount of variable consideration to which it expects to be entitled at contract inception using the expected value, subject to the constraint

that a significant revenue reversal is not probable and is reassessed each reporting period. A small portion of other revenues includes

incentive and signing bonuses based on reaching certain volumes, which are recognized over time as the performance obligation is fulfilled.

The bonuses are associated with the Company’s agency agreements.

Disaggregation of

revenues—Revenues for finance receivables, including the fair value adjustment of finance receivables, and credit service fees

are recognized over the term of the loan. Certain other revenues are recognized over the life of the related contract. Total revenues

recognized over time were $806.5 million and $814.7 million for the six months ended June 30, 2026 and 2025, respectively. Revenues for

check cashing, card fees, and other are recognized at the time of service and were $64.6 million and $59.7 million for the six months

ended June 30, 2026 and 2025, respectively.

Cash

and cash equivalents: Cash and cash equivalents include cash on hand and short-term investments

with original maturities of three months or less. The Company may maintain deposits with well-capitalized banks in amounts in excess

of federal depository insurance limits, but believes any such amounts do not represent significant credit risk.

Restricted

cash: Restricted cash represents cash held to meet redress obligations, state licensing requirements,

compensating balances, or is restricted as to withdrawal or usage.

Finance

receivables at amortized cost: Finance receivables consist of short-term and medium-term secured

and unsecured consumer loans.

Short-term consumer

loans can be unsecured or secured with a maturity up to ninety days. Unsecured short-term loan products typically range in principal

from $50 to $825, with a maturity between fourteen and thirty-five days. This form of lending is based on applicable laws and regulations

which vary by state. The customers repay the loan by making cash payments or allowing a check or preauthorized debit to be presented.

Secured consumer loans with a maturity of ninety days or less are included in this category and represented 80.2% and 80.5% of short-term

consumer loans at June 30, 2026 and December 31, 2025, respectively.

In certain states,

in compliance with law, the Company offers an extended payment plan for all borrowers. This extended payment plan is advertised to all

customers where the program is offered, either via pamphlet, posted at the store at the time of the consumer loan, or on the website.

This payment plan is available to all customers in these states upon request and is not contingent on the borrower’s repayment

status or further underwriting standards. There are no modifications to customers experiencing financial difficulty. The term is extended

to roughly four payments over eight weeks. If customers in the extended payment plan do not make these payments, then their held check

is deposited or an ACH is processed for the full amount. Gross loan receivables subject to these repayment plans were immaterial at June

30, 2026 and December 31, 2025, respectively.

Medium-term consumer

loans can be unsecured or secured with a maturity greater than ninety days and up to forty-eight months. Unsecured medium-term products

typically range from $50 to $6,000 and are evidenced by a promissory note with a maturity between three and thirty-six months. These consumer

loans vary in structure depending upon the applicable laws and regulations where they are offered. The medium-term consumer loans are

payable in installments or provide for a line of credit with periodic payments. Secured consumer loans with a maturity greater than ninety

days are included in this category and represented 40.1% and 41.7% of medium-term consumer loans at June 30, 2026 and December 31, 2025,

respectively.

The Company offers

consumer loans that are secured by collateral, for which the Company has the right to operate or sell if the customer is experiencing

financial difficulty. Secured consumer loans are generally secured by automobiles, motorcycles, or other personal property, however,

some consumer loans are unsecured and have no underlying collateral.

Delinquency:

The Company determines delinquency status using the contractual terms of the finance receivable.

Allowance

for credit losses: Provisions for credit losses are charged to income in amounts sufficient to

maintain an adequate allowance for credit losses and an adequate accrual for losses related to guaranteed loans processed for third-party

lenders under the CSO program. The factors used in assessing the overall adequacy of the allowance for credit losses on finance receivables,

the accrual for losses related to guaranteed loans made by third-party lenders and the resulting provision for credit losses include

an evaluation by product and by market based on historical loss experience. The Company evaluates various qualitative factors that may

or may not affect the computed initial estimate of the allowance for credit losses on finance receivables, by using internal valuation

inputs including historical loss experience, delinquency, overall portfolio quality, and current economic conditions.

Management estimates

the allowance balance using relevant information relating to past events, current expectations related to economic conditions, and reasonable

and supportable forecasts. Due to the short-term nature of the loan portfolio, forecasted changes in the macroeconomic variables such

as unemployment levels and inflationary pressures typically do not have a significant impact on loans outstanding. The Company utilizes

a loss rate approach in determining its lifetime expected credit losses primarily based on the Company’s historical loss experience.

The forecast of expected losses by loss curves as compared to historical loss curves identifies significant changes in borrower behavior

that may indicate historical loss rates should be adjusted, and extends over a reasonable and supportable forecast period. Due to the

short-term nature of the loan portfolio, the reversion back to historical loss rates after the forecasting period does not have a meaningful

impact. The Company does not require reversion adjustments due to the short-term nature of the loan portfolio. The Company’s current

expected credit loss (“CECL”) vintage model segments its loan portfolio into monthly pools of receivables by short-term,

medium-term, secured and unsecured and estimates the allowance for credit losses by applying loss rates primarily derived from internal,

historical cumulative loss experience, then adjusted by qualitative factors to address recent and forecasted business trends. Qualitative

factors considered when determining any adjustments to the historical loss rates included, but were not limited to, contractual delinquency,

the value of underlying collateral, economic and other qualitative considerations, and management’s judgment. The Company evaluates

such pooling decisions and adjusts as needed from time to time as risk characteristics change. While management uses the best information

available to make its evaluation, future adjustments to the allowance for credit losses may be necessary if there are significant changes

in economic conditions.

For short-term unsecured

cash advance consumer loans, the Company’s policy is to charge off loans when they become past due. For short-term unsecured installment

consumer loans, the Company’s policy is to charge off loans when accounts are sixty days past due. The Company’s policy dictates

that, where a customer has provided a check or an electronic payment authorization for presentment upon the maturity of a loan, if the

customer has not paid off the loan by the due date, the Company will deposit the customer’s check or draft the customer’s

bank account for the amount due. If the check or draft is returned as unpaid, all accrued fees and outstanding principal are charged-off

as uncollectible. For short-term secured loans, the Company’s policy generally requires that balances be charged off when accounts

are either thirty, sixty or ninety days past due depending on the product.

The Company may

place loans on nonaccrual status due to statutory requirements, or if the timely collection of principal and interest becomes uncertain.

Accrued interest is not applied against interest income and loans remain on nonaccrual status until payment or charge-off. Payments are

applied first to any outstanding past due loan balances. Past due payments may not bring a loan off nonaccrual status. The Company’s

policy for determining past due status is consistent with the loans receivable aging disclosure. The Company had $80.6 million and $94.5

million of loans in nonaccrual status as of June 30, 2026 and December 31, 2025, respectively. The amount of the resulting charge-off

includes unpaid principal, accrued interest and any uncollected fees, if applicable.

For medium-term

secured and unsecured consumer loans that have a term of one year or less, the Company’s policy requires that balances be charged

off when accounts are either sixty or ninety days past due. For medium-term secured and unsecured consumer loans that have an initial

maturity of greater than one year, the Company’s policy generally requires that balances be charged off when accounts are ninety-one days

past due. For medium-term loans valued at amortized cost, the Company accrues interest on past-due loans until charged-off for most medium-term

loans. For most title loans, the interest and fee income is suspended if the loan is delinquent over thirty-five days and is not resumed

until the loan is current. The amount of the resulting charge-off may include unpaid principal, accrued interest and any uncollected

fees, if applicable.

Recoveries of amounts

previously charged off are recorded to the allowance for credit losses or the accrual for third-party losses in the period in which they

are received.

Finance

receivables at fair value: As adopted, on July 1, 2024, the Company elected the fair value option

(“FVO”) under ASC 825-10, to be applied to all newly originated loans under medium-term secured and medium-term unsecured

products, excluding products tied to a line of credit and any third-party lender products under a CSO program, which share similarities

in classifications of term length and securitization, but differ in terms of financial instrument product type. As such, the respective

finance receivables are reported as finance receivables at fair value on the Company’s consolidated balance sheets. The FVO portfolio

is measured based on a discounted cash flow methodology. Loss and payment activity and certain cost assumptions are determined using

respective historical data and include consideration of recent trends and anticipated future performance. Future cash flows are discounted

using a rate of return that the Company believes is reflective of the market. The changes in fair value are reported in the fair value

adjustment of finance receivables on the Company’s consolidated statements of operations. Interest and fee income on finance receivables

at fair value are recognized in finance receivables revenues in the Company’s consolidated statements of operations. Charge-off

and recovered finance receivable revenues are included in net charge-offs of finance receivables at fair value on the Company’s

consolidated statements of operations.

Secured consumer

loans before fair value adjustments with a maturity greater than ninety days included in this category represented 76.9% and 78.0% of

medium-term consumer loans at June 30, 2026 and December 31, 2025, respectively.

Reserve

for unfunded commitments: Financial instruments include off-balance sheet credit instruments,

such as commitments to extend lines of credit to meet customer financing needs. The Company’s exposure to credit loss, in the event

of nonperformance by the other party to the financial instrument for off-balance sheet loan commitments, is represented by the contractual

amount of those instruments.

The Company records

a reserve for unfunded commitments on off-balance sheet credit exposures, unless the commitments to extend credit are unconditionally

cancellable, through a charge to provision for credit losses in the Company’s statements of operations. The reserve for unfunded

commitments on off-balance sheet credit exposure is estimated by loan segment at each balance sheet date under the current expected credit

loss model using the same methodologies as portfolio loans. When estimating the exposure, the Company evaluates both the likelihood the

funding will occur and the estimate of the expected credit losses on commitments expected to be funded over its estimated life based

on historical data. The reserve for unfunded commitments is included in accounts payable and accrued liabilities on the Company’s

consolidated balance sheets.

Credit

service organization: Certain subsidiaries of the Company offer a CSO product to assist customers

in obtaining credit with unaffiliated third-party lenders for a fee. The Company records a liability for the secured and unsecured loans

expected to default subject to a guarantee. This liability is disclosed as part of accounts payable and accrued liabilities on the Company’s

consolidated balance sheets.

Management estimates

the accrual for credit losses using relevant information relating to past events, current expectations related to economic conditions,

and reasonable and supportable forecasts. The Company utilizes a loss rate approach in determining its lifetime expected credit losses

primarily based on third-party lender historical loss experience. The Company’s CECL vintage model segments its loan portfolio

into monthly pools of receivables by short-term, medium-term, secured and unsecured and estimates the accrual for credit losses by applying

loss rates primarily derived from internal, historical cumulative loss experience, then adjusted by qualitative factors to address recent

and forecasted business trends. Qualitative factors considered when determining any adjustments to the historical loss rates included,

but were not limited to, contractual delinquency, the value of underlying collateral, economic and other qualitative considerations,

and management’s judgment. The Company evaluates such pooling decisions and adjusts as needed from time to time as risk characteristics

change. While management uses the best information available to make its evaluation, future adjustments to the accrual for credit losses

may be necessary if there are significant changes in economic conditions.

Card

related pre-funding and receivables: The Company acts as an agent for marketing prepaid debit

cards. For certain products, the Company offers prepaid cards to customers as an optional source of funding a loan and maintains a pre-funded

account to load the cards.

Property,

leasehold improvements and equipment: Leasehold improvements and equipment are carried at cost.

Depreciation is provided principally by straight-line methods over the estimated useful lives of the assets or the lease term, whichever

is shorter.

The useful lives

of leasehold improvements and equipment by class are as follows:

Years

Furniture and fixtures

Leasehold

improvements

- 10

Computer hardware and software

- 7

Vehicles

Buildings

Leases:

The Company records a right-of-use (“ROU”) asset for those leases that convey rights to control

use of identified assets for a period of time in exchange for consideration. The Company is also required to record a lease liability

for the present value of future payment commitments. The Company leases most of its premises under operating leases expiring on

various dates through 2035, with some at various dates through 2041. The majority of lease agreements relate to real estate and

generally provide that the Company pay taxes, insurance, maintenance and certain other variable operating expenses applicable to the

leased premises. The Company’s leases often include options to extend or terminate at its sole discretion, which are included

in the determination of the lease term when they are reasonably certain to be exercised. Variable lease components and non-lease components

are not included in the Company’s computation of the ROU asset or lease liability. The Company also does not include short-term

leases in the computation of the ROU asset or lease liability. Short-term leases are leases with a term at commencement of 12 months

or less. Short-term lease expense is recorded on a straight-line basis over the term of the lease.

Deferred

loan origination costs: Direct costs incurred for the origination of loans, which consist mainly

of direct and employee-related costs, are deferred and amortized to loan fee income over the contractual lives of the loans using the

interest method unless carried at the fair value option. Unamortized amounts are recognized as income at the time that loans are paid

in full or at charge-off.

Goodwill

and other intangible assets: Goodwill, or cost in excess of fair value of net assets of the companies

acquired, is recorded at its carrying value. The Company had previously adopted the provisions of ASU 2017-04, which requires a single-step

goodwill impairment test that compares the carrying value of the reporting unit (the Company as a whole since it is comprised of a single

reporting unit) with its fair value. Goodwill is considered to be impaired if the fair value of a reporting unit is less than its carrying

value; a goodwill impairment loss is recognized for the difference, limited to the amount of goodwill recognized. ASU 2017-04 also eliminated

the prior guidance for reporting units with a zero or negative carrying value. As such, the same one-step process is applied in all circumstances.

As of June 30, 2026 and December 31, 2025, the Company has a members' deficit of $70.0 million and $124.7 million, respectively. Based

on management's evaluation, the Company concluded no impairment on the carrying value of the Company’s goodwill in the six months

ended June 30, 2026 and 2025.

The

Company’s other intangible assets consist of a trade name, customer list, software and favorable lease asset. The amounts recorded

for other intangible assets are amortized using the straight-line method over three years for software, five years for the customer list,

fifteen years for the trade name and nine years for the favorable lease. Intangible amortization expense, including favorable lease amortization

expense that is classified in occupancy costs on the Company’s consolidated statements of operations, was $13.9 million and $12.5

million for the six months ended June 30, 2026 and 2025, respectively.

Repossessed

assets: Repossessed assets are valued at the lower of the finance receivable balance prior to

repossession or the estimated net realizable value of the repossessed asset. The Company estimates net realizable value using the projected

cash value upon liquidation, less costs to sell the related collateral. Repossessed assets are included in other assets on the Company’s

consolidated balance sheets.

The changes in the

carrying amount of repossessed assets, net of adjustments for net realizable value are summarized as follows:

Six Months

Ended

June

30,

2026

2025

Total balance, beginning of period

$ 9,535

$ 15,296

Repossessed

assets acquired

57,194

68,137

Repossessed

assets sold

(55,930 )

(72,658 )

Total balance, end of period

$ 10,799

$ 10,775

Cloud

computing arrangements: The Company accounts for costs of implementation activities performed

in a cloud computing arrangement that is a service contract. Costs for implementation activities in the application development stage

are capitalized depending on the nature of the costs, while costs incurred during the preliminary project and post-implementation stages

are expensed as the activities are performed. The balance of cloud computing arrangement implementation costs included in other assets

in the consolidated balance sheets was $20.4 million and $19.0 million at June 30, 2026 and December 31, 2025, respectively. The implementation

costs are amortized over the term of the hosting arrangement on a straight-line basis as a component of other expenses in the consolidated

statements of operations. The Company incurred amortization of software implementation costs in a cloud computing arrangement that are

service contracts of $2.9 million and $1.6 million for the six months ended June 30, 2026 and 2025, respectively.

Deferred

debt issuance costs: Deferred debt issuance costs are amortized over the life of the related

contractual obligation using a method that approximates the interest method. Amortization is included as a component of interest expense,

net in the consolidated statements of operations. The Company paid no deferred debt issuance costs and amortized $5.8 million of the

issuance costs for the six months ended June 30, 2026, and paid $2.2 million of deferred debt issuance costs and amortized $9.1 million

of the issuance costs for the six months ended June 30, 2025, respectively.

Deferred

revenue: The Company’s deferred revenue is comprised of an upfront fee received under an

agency agreement to offer wire transfer services at the Company’s branches. The deferred revenue is recognized over the contract

period on a straight-line basis.

Revenue recognized

from the upfront fees totaled $0.1 million for both the six months ended June 30, 2026 and 2025, respectively, and is included in other

revenues on the consolidated statements of operations.

Self-insurance

liability: The Company is self-insured for employee medical benefits subject to certain loss

limitations. The incurred but not reported liability (“IBNR”) represents an estimate of the cost of unreported claims based

on historical claims reporting. The Company monitors the continued reasonableness of the assumptions and methods used to estimate the

IBNR liability each reporting period. This liability is disclosed as part of accounts payable and accrued liabilities on the consolidated

balance sheets.

Advertising

and marketing costs: Costs incurred for producing and communicating advertising, and marketing

over the internet are charged to operations when incurred or the first-time advertising takes place.

Store

closure expense: Store closure expense on the Company’s consolidated statements of operations

consist of lease termination expense and exiting expenses for retail locations that have closed or have been scheduled to be closed.

Transition

services expense: As part of the acquisition of Speedy Cash, Rapid Cash and Avio Credit Businesses

(“CURO Acquisition”) from CURO Intermediate Holdings Corp. (“CURO”) in 2022, the Company entered into a Transition

Services Agreement (“TSA”) whereby the Company agreed to reimburse CURO for certain costs post transaction which are paid

for or borne in support of the entities purchased by the Company. The final TSA payment was made in December 2025 and there was no remaining

liability as of December 31, 2025. The Company accounted for the expense and related interest due in transition services expense in the

consolidated statements of operations.

Loss

(gain) on store closures: The Company recognizes gains or losses on disposal of property, leasehold

improvements, and equipment for retail locations that have closed or have been scheduled to be closed.

Impairment

of long-lived assets: The Company evaluates all long-lived assets for impairment whenever events

or changes in circumstances indicate that the carrying amounts may not be recoverable. Impairment is recognized when the carrying amount

of these assets cannot be recovered by the undiscounted net cash flows they will generate.

Provision

for (benefit from) income taxes: Deferred income taxes are recorded to reflect the tax consequences

in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts, based on enacted

tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation

allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. Income tax expense represents

current tax obligations and the change in deferred tax assets and liabilities.

The Company evaluates

uncertain tax positions by reviewing against applicable tax law positions taken by the Company with respect to tax years for which the

statute of limitations is still open. The Company recognizes the tax benefit from an uncertain tax position only if it is more-likely-than-not

that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax

benefits recognized in the financial statements from such a position are measured based on the largest benefit that has greater than

50% likelihood of being realized upon ultimate settlement. Interest and penalties on income taxes are charged to other expenses.

Fair

value of financial instruments: Financial assets and liabilities measured at fair value are grouped

in three levels. The levels prioritize the inputs used to measure the fair value of the assets or liabilities. These levels are:

• Level

1—Quoted prices (unadjusted) in active markets for identical assets or liabilities.

• Level

2—Inputs other than quoted prices that are observable for assets and liabilities, either

directly or indirectly. These inputs include quoted prices for similar assets or liabilities

in active markets or quoted prices for identical or similar assets or liabilities in markets

that are not active.

• Level

3—Unobservable inputs for assets and liabilities reflecting the reporting entity’s

own assumptions.

The Company follows

the provisions of ASC 820-10, Fair Value Measurements and Disclosures, which applies to all assets and liabilities that are measured

and reported on a fair value basis. ASC 820-10 requires a disclosure that establishes a framework for measuring fair value within GAAP

and expands the disclosure about fair value measurements. This standard enables a reader of consolidated financial statements to assess

the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information

used to determine fair values. The standard requires that assets and liabilities carried at fair value be classified and disclosed in

one of the three categories.

In determining the

appropriate levels, the Company performed a detailed analysis of the assets and liabilities that are subject to ASC 820-10. At each reporting

period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs are classified as

Level 3.

Special

purpose entities: The Company has subsidiaries that are considered special purpose entities (“SPE”).

The SPEs were created for the primary purpose to house secured credit facilities, the respective collateral for those facilities and

any transfers of assets to and from other subsidiaries. The Company transfers finance receivables from originating subsidiaries to the

SPE to secure as collateral on the credit facilities of the SPEs. Subsidiaries of the Company continue to service finance receivables

transferred to the SPEs. The SPEs primarily use the proceeds from the finance receivables to pay obligations of the SPEs, including interest

expense on the credit facilities, as well as advance additional funding to subsidiaries of the Company, subject to restrictions such

as a borrowing base. The finance receivables of the SPEs are reported as assets and the credit facilities are reported as liabilities

on the Company’s consolidated balance sheets.

Adoption

of ASU 2023-09: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements

to Income Tax Disclosures to enhance the transparency and decision usefulness of income tax disclosures requiring for entities other

than public business entities to provide qualitative disclosures about specific categories of reconciling items and individual jurisdictions.

The amendments are effective for fiscal years beginning after December 15, 2024. The amendments should be applied prospectively, however,

retrospectively and early adoption is also permitted. The Company adopted ASU 2023-09 for the year ended December 31, 2025 on a prospective

basis, and the amendments expanded annual disclosures but did not have a material effect on the consolidated financial statements.

Adoption

of ASU 2024-01: In March 2024, the FASB issued ASU 2024-01, Compensation - Stock Compensation

(Topic 718) to enhance the transparency by including an illustrative example to assist in determining whether a profits interest

or similar award is within the guidance of Topic 718 or is not a share-based payment arrangement and should be within the scope of other

guidance. The amendments are effective for fiscal years beginning after December 15, 2024. The amendments can be applied prospectively

or retrospectively and early adoption is also permitted. The Company adopted ASU 2024-01 for the year ended December 31, 2025 on a prospective

basis, and the amendments did not have a material effect on the consolidated financial statements.

Adoption

of ASU 2025-05: In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit

Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets which addresses the challenges encountered

when applying Topic 326 to current accounts receivable and current contract assets arising from transactions accounted for under Topic

606. The amendments provide a practical expedient for estimating expected credit losses for current accounts receivable and contract

assets arising from transactions accounted for under Topic 606 without needing to predict future economic conditions. The amendments

are effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

The amendments should be applied prospectively and early adoption are also permitted. The Company adopted ASU 2025-05 effective January

1, 2026 on a prospective basis and did not elect the practical expedient. The adoption did not have a material effect on the consolidated

financial statements.

Recent

accounting pronouncements: In November 2024, the FASB issued ASU 2024-03, Income Statement

(Topic 220): Reporting Comprehensive Income – Expense Disaggregation Disclosures, which creates new qualitative and quantitative

income statement expense disclosure requirements for public business entities, primarily through disaggregated disclosures of certain

expense captions into specified categories within the footnotes to the financial statements. The new standard is effective for fiscal

years beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The amendments of this standard

should be applied prospectively, with retrospective application permitted. Early adoption is also permitted. The Company is evaluating

the impact of this ASU but does not expect these amendments to have a material effect on the consolidated financial statements.

In September 2025,

the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the

Accounting for Internal-Use Software which improves the guidance by removing all references to software development project stages

so that the guidance is neutral to different software development methods, including methods that entities may use to develop software

in the future. The amendments are effective for fiscal years beginning after December 15, 2027, and interim reporting periods within

those annual reporting periods. The amendments can be applied prospectively or retrospectively and early adoption is also permitted.

The Company is evaluating the impact of this ASU but does not expect these amendments to have a material effect on the consolidated financial

statements.

In November 2025,

the FASB issued ASU 2025-08 Financial Instruments – Credit Losses (Topic 326) to expand the gross-up approach in Topic 326

at the time of acquisition to certain acquired non-PCD loans that are deemed “seasoned” as defined in the ASU. The amendments

are effective for fiscal years beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

The amendments must be applied prospectively and early adoption is permitted. The Company is evaluating the impact of this ASU but does

not expect these amendments to have a material effect on the consolidated financial statements.

In December 2025,

the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements which adds clarity and guidance to the application

of Topic 270, including a principle to disclose material events since the most recent annual reporting period. The amendments are effective

for interim reporting periods within annual reporting periods beginning after December 15, 2027, for public business entities and for

interim reporting periods within annual reporting periods beginning after December 15, 2028, for entities other than public business

entities. The amendments can be applied prospectively or retrospectively, and early adoption is permitted. The Company is evaluating

the impact of this ASU but does not expect these amendments to have a material effect on the consolidated financial statements.

The Company reviewed

all other newly issued accounting pronouncements and concluded that they are either not applicable to the Company or are not expected

to have a material effect on the Company’s consolidated financial statements and related disclosures as a result of future adoption.

Non-controlling

interest: The non-controlling interest reported in members’ deficit represents the Class

B membership units of CCF MIP Holdings, LLC, a consolidated subsidiary, held by members of management.

Subsequent

events: The Company has evaluated its subsequent events (events occurring after June 30, 2026)

through the issuance date of September 11, 2026. Events are incorporated with their respective footnote.

Note 2. Finance Receivables

at Amortized Cost, Credit Quality Information and Allowance for Credit Losses

Finance receivables

at amortized cost represent amounts due from customers for advances at June 30, 2026 and December 31, 2025 consisted of the following:

June 30,

December

31,

2026

2025

Short-term consumer loans:

Secured

$ 290,314

$ 310,198

Unsecured

71,740

75,087

Total

short-term consumer loans

362,054

385,285

Medium-term consumer loans:

Secured

65,132

74,043

Unsecured

97,122

103,624

Total

medium-term consumer loans

162,254

177,667

Total gross receivables

524,308

562,952

Unearned

advance fees, net of deferred loan origination costs

(9,142 )

(17,304 )

Finance

receivables at amortized cost

515,166

545,648

Allowance

for credit losses

(104,886 )

(115,540 )

Finance

receivables at amortized cost, net

$ 410,280

$ 430,108

On October 2, 2023,

the Company acquired TMX Finance LLC and its subsidiaries (the “TMX Acquisition”). The remaining uncollectible finance receivables

purchased as part of the TMX Acquisition, at June 30, 2026 and December 31, 2025 is $0.2 million and $0.5 million, respectively.

The Company’s

consumer loan portfolio includes both secured and unsecured loans. The Company considers the delinquency status of the finance receivables

as a key credit quality indicator and evaluates the credit quality of its consumers based on the aging status of the loan and by payment

activity. As part of the Company’s credit risk management activities, the Company actively monitors the migration between the delinquency

aging and changes in the delinquency trends to manage exposure to credit risk in the portfolio.

The following tables

below are a summary of the Company’s gross receivables at amortized cost by their year of origination and number of days delinquent.

The gross charge-offs are for the six months ended June 30, 2026.

Short-term secured

June 30, 2026

2026

2025

2024

2023

2022

Prior

Open

End

Lines of

Credit

Total

Current

$ 204,400

$ 39

$ —

$ 204,439

1 - 30 days past due

54,636

—

54,641

31 - 60 days past due

23,334

—

23,336

61 - 90 days past due

9,974

—

9,978

91+ days

past due

—

Finance

receivables at amortized cost

$ 292,344

$ 50

$ —

$ 292,394

Gross charge-offs for

the six months ended June 30, 2026

$ 45,007

$ 80,818

$ —

$ 125,825

Short-term unsecured

June 30, 2026

2026

2025

2024

2023

2022

Prior

Open

End

Lines of

Credit

Total

Current

$ 67,385

$ —

$ 67,385

1 - 30 days past due

612

—

612

31 - 60 days past due

—

61 - 90 days past due

—

91+ days

past due

—

Finance

receivables at amortized cost

$ 68,017

$ 1

$ —

$ 68,018

Gross charge-offs for

the six months ended June 30, 2026

$ 75,479

$ 13,559

$ 2

$ 1

$ —

$ 89,041

Medium-term secured

June 30, 2026

2026

2025

2024

2023

2022

Prior

Open

End

Lines of

Credit

Total

Current

$ 4,798

$ 354

$ 1,630

$ 780

$ 78

$ —

$ 38,037

$ 45,677

1 - 30 days past due

482

967

508

—

10,507

12,644

31 - 60 days past due

180

275

134

—

3,843

4,537

61 - 90 days past due

155

—

1,993

2,400

91+ days

past due

—

Finance

receivables at amortized cost

$ 5,555

$ 616

$ 3,028

$ 1,487

$ 194

$ —

$ 54,440

$ 65,320

Gross charge-offs for

the six months ended June 30, 2026

$ 471

$ 2,540

$ 1,199

$ 708

$ 254

$ 31

$ 11,350

$ 16,553

Medium-term unsecured

June 30, 2026

2026

2025

2024

2023

2022

Prior

Open

End

Lines of

Credit

Total

Current

$ 6,468

$ 13

$ 3

$ —

$ 53,202

$ 59,702

1 - 30 days past due

3,151

—

10,574

13,744

31 - 60 days past due

1,513

286

—

7,060

8,863

61 - 90 days past due

—

5,900

5,986

91+ days

past due

—

1,041

1,139

Finance

receivables at amortized cost

$ 11,274

$ 358

$ 17

$ 3

$ 5

$ —

$ 77,777

$ 89,434

Gross charge-offs for

the six months ended June 30, 2026

$ 6,377

$ 14,867

$ 41

$ 10

$ —

$ 45,026

$ 66,321

The following tables

below are a summary of the Company’s gross receivables at amortized cost by their year of origination and number of days delinquent.

The gross charge-offs are for the six months ended June 30, 2025.

Short-term secured

December 31, 2025

2025

2024

2023

2022

2021

Prior

Open

End

Lines of

Credit

Total

Current

$ 214,985

$ —

$ 214,985

1 - 30 days past due

56,868

—

56,868

31 - 60 days past due

26,900

—

26,900

61 - 90 days past due

12,959

—

12,959

91+ days

past due

—

Finance

receivables at amortized cost

$ 311,712

$ 1

$ —

$ 311,713

Gross charge-offs for

the six months ended June 30, 2025

$ 50,434

$ 80,778

$ 9

$ —

$ 131,221

Short-term unsecured

December 31, 2025

2025

2024

2023

2022

2021

Prior

Open

End

Lines of

Credit

Total

Current

$ 70,317

$ —

$ 70,317

1 - 30 days past due

1,156

—

1,156

31 - 60 days past due

—

61 - 90 days past due

—

91+ days

past due

—

Finance

receivables at amortized cost

$ 71,479

$ 10

$ 6

$ —

$ 71,495

Gross charge-offs for

the six months ended June 30, 2025

$ 68,823

$ 11,202

$ 1

$ —

$ 80,026

Medium-term secured

December 31, 2025

2025

2024

2023

2022

2021

Prior

Open

End

Lines of

Credit

Total

Current

$ 4,977

$ 4,578

$ 1,615

$ 221

$ —

$ 39,687

$ 51,078

1 - 30 days past due

612

1,769

978

233

—

9,843

13,450

31 - 60 days past due

378

529

319

—

4,214

5,546

61 - 90 days past due

210

237

135

—

2,308

2,985

91+ days

past due

—

Finance

receivables at amortized cost

$ 6,177

$ 7,119

$ 3,048

$ 622

$ 48

$ —

$ 56,122

$ 73,136

Gross charge-offs for

the six months ended June 30, 2025

$ 7,847

$ 50,910

$ 3,036

$ 564

$ 129

$ 15

$ 13,253

$ 75,754

Medium-term unsecured

December 31, 2025

2025

2024

2023

2022

2021

Prior

Open

End

Lines of

Credit

Total

Current

$ 3,888

$ 69

$ 13

$ 64

$ 1

$ —

$ 54,794

$ 58,829

1 - 30 days past due

2,896

—

11,412

14,321

31 - 60 days past due

1,657

—

7,606

9,269

61 - 90 days past due

—

6,133

6,220

91+ days

past due

—

627

665

Finance

receivables at amortized cost

$ 8,559

$ 88

$ 14

$ 70

$ 1

$ —

$ 80,572

$ 89,304

Gross charge-offs for

the six months ended June 30, 2025

$ 2,233

$ 6,747

$ 337

$ 92

$ 23

$ —

$ 36,133

$ 45,565

Changes in the allowance

for credit losses by product type for the six months ended June 30, 2026, are as follows:

Allowance

Balance

Receivables

percentage

1/1/2026

Provision

Charge-Offs

Recoveries

6/30/2026

receivables

Short-term consumer

loans

$ 65,786

$ 86,199

$ (214,866 )

$ 120,721

$ 57,840

$ 362,054

16.0 %

Medium-term

consumer loans

49,754

61,466

(82,874 )

18,700

47,046

162,254

29.0 %

$ 115,540

$ 147,665

$ (297,740 )

$ 139,421

$ 104,886

$ 524,308

20.0 %

The provision for

credit losses for the six months ended June 30, 2026, also includes the decrease in liability for credit losses on off-balance sheet

credit exposure from unfunded loans of $0.6 million.

The provision for

credit losses for the six months ended June 30, 2026, also includes losses from returned items from check cashing of $3.2 million.

The provision for

credit losses for the six months ended June 30, 2026, also includes debt sales of $2.1 million.

Changes in the allowance

for credit losses by product type for the six months ended June 30, 2025, are as follows:

Allowance

Balance

Receivables

a percentage

1/1/2025

Provision

Charge-Offs

Recoveries

6/30/2025

receivables

Short-term consumer

loans

$ 67,739

$ 78,372

$ (211,247 )

$ 121,632

$ 56,496

$ 364,428

15.5 %

Medium-term

consumer loans

47,126

75,857

(121,319 )

47,217

48,881

182,376

26.8 %

$ 114,865

$ 154,229

$ (332,566 )

$ 168,849

$ 105,377

$ 546,804

19.3 %

The provision for

credit losses for the six months ended June 30, 2025, also includes the increase in liability for credit losses on off-balance sheet

credit exposure from unfunded loans of $2.6 million.

The provision for

credit losses for the six months ended June 30, 2025, also includes losses from returned items from check cashing of $3.4 million.

The provision for

short-term consumer loans of $78.4 million is net of debt sales of $0.9 million for the six months ended June 30, 2025.

The provision for

medium-term consumer loans of $75.9 million is net of debt sales of $1.0 million for the six months ended June 30, 2025.

The Company has

subsidiaries that facilitate third-party lender loans under the CSO model. Changes in the accrual for third-party lender losses for the

six months ended June 30, 2026 and 2025, were as follows:

Six Months

Ended

June

30,

2026

2025

Total balance, beginning of period

$ 49,757

$ 60,487

Provision for credit losses

65,917

44,935

Charge-offs,

net

(72,711 )

(66,295 )

Total balance, end of period

$ 42,963

$ 39,127

Subsidiaries of

the Company offer a CSO product in Texas to assist consumers in obtaining credit with unaffiliated third-party lenders. Total gross finance

receivables for which the Company has recorded an accrual for third-party lender losses totaled $215.7 million and $239.2 million at

June 30, 2026 and December 31, 2025, respectively, and the corresponding guaranteed consumer loans are disclosed as an off-balance sheet

arrangement. The CSO interest and fee receivables were $39.0 million and $43.9 million at June 30, 2026 and December 31, 2025, respectively,

and were included in finance receivables at amortized cost, net on the Company’s consolidated balance sheets.

The Company recognized

recoveries of $12.4 million and $12.0 million on these loans during the six months ended June 30, 2026 and 2025, respectively.

The Company had

$25.0 million and $7.9 million in collateral accounts for the benefit of lenders as of June 30, 2026 and December 31, 2025, respectively,

which is included in other assets on the consolidated balance sheets. The balances required to be maintained in these collateral accounts

vary by lender, typically based on a negotiated percentage of the outstanding loan balances held by the lender.

The aging of gross

receivables at June 30, 2026 and December 31, 2025 are as follows:

June

30, 2026

December

31, 2025

Current finance

receivables

$ 382,221

72.9 %

$ 406,902

72.3 %

Past due finance receivables

(1 - 30 days)

Secured

short-term consumer loans

54,670

10.4 %

56,869

10.1 %

Unsecured

short-term consumer loans

612

0.1 %

1,201

0.2 %

Short-term

consumer loans

55,282

10.5 %

58,070

10.3 %

Secured

medium-term consumer loans

13,096

2.5 %

13,906

2.5 %

Unsecured

medium-term consumer loans

16,174

3.1 %

18,231

3.2 %

Medium-term

consumer loans

29,270

5.6 %

32,137

5.7 %

Total

past due finance receivables (1 - 30 days)

84,552

16.1 %

90,207

16.0 %

Past due finance receivables

(31 - 60 days)

Secured

short-term consumer loans

23,332

4.4 %

26,902

4.8 %

Unsecured

short-term consumer loans

— %

Short-term

consumer loans

23,344

4.4 %

26,905

4.8 %

Secured

medium-term consumer loans

4,661

0.9 %

5,520

1.0 %

Unsecured

medium-term consumer loans

9,845

1.9 %

10,582

1.9 %

Medium-term

consumer loans

14,506

2.8 %

16,102

2.9 %

Total

past due finance receivables (31 - 60 days)

37,850

7.2 %

43,007

7.7 %

Past due finance receivables

(61 - 90 days)

Secured

short-term consumer loans

9,971

1.9 %

12,959

2.3 %

Unsecured

short-term consumer loans

— %

—

— %

Short-term

consumer loans

9,976

1.9 %

12,959

2.3 %

Secured

medium-term consumer loans

2,437

0.5 %

3,046

0.5 %

Unsecured

medium-term consumer loans

6,055

1.2 %

6,016

1.1 %

Medium-term

consumer loans

8,492

1.7 %

9,062

1.6 %

Total

past due finance receivables (61 - 90 days)

18,468

3.6 %

22,021

3.9 %

Past due finance receivables

(91+ days)

Secured

short-term consumer loans

—

— %

Unsecured

short-term consumer loans

— %

Short-term

consumer loans

— %

Secured

medium-term consumer loans

— %

155

— %

Unsecured

medium-term consumer loans

1,152

0.2 %

639

0.1 %

Medium-term

consumer loans

1,214

0.2 %

794

0.1 %

Total

past due finance receivables (91+ days)

1,217

0.2 %

815

0.1 %

Total

delinquent

142,087

27.1 %

156,050

27.7 %

Total

gross receivables

524,308

100.0 %

562,952

100.0 %

Finance

receivables in nonaccrual status

80,556

15.4 %

94,471

16.8 %

The following table

is a summary of the Company’s nonaccrual loans by major category for the periods indicated:

June

30, 2026

December

31, 2025

Nonaccrual

Loans with

No Allowance

Nonaccrual

Loans with an

Allowance

Total

Nonaccrual

Loans with

No Allowance

Nonaccrual

Loans with an

Allowance

Total

Short-term secured

—

66,907

—

79,122

Short-term unsecured

—

Medium-term secured

—

7,990

—

9,969

Medium-term

unsecured

—

5,655

—

5,356

Total

loans

—

80,556

—

94,471

The following table

represents the accrued interest receivables written off by reversing interest income associated with the Company’s non-accrual

loans during the six months ended June 30, 2026 and 2025:

Six

Months Ended June 30,

2026

2025

Short-term secured

$ 11,356

$ 14,861

Short-term unsecured

Medium-term secured

734

2,695

Medium-term

unsecured

408

296

Total

interest

$ 12,500

$ 17,889

Note 3. Finance Receivables

at Fair Value

The Company has

elected the fair value option for all new loans originating on or after July 1, 2024 that are medium-term secured and medium-term unsecured

products, excluding products tied to a line of credit and any third-party lender products under a CSO program. At June 30, 2026 and December

31, 2025, the aggregate principal balance outstanding for finance receivables at fair value that were 90 days or more past due was $0.4

million and $0.2 million, respectively. At both June 30, 2026 and December 31, 2025, the fair value of finance receivables at fair value

that were 90 days or more past due was immaterial, as was the related finance receivables at fair value in nonaccrual status.

The following table

summarizes the difference between the fair value and the unpaid principal balance of finance receivables measured at fair value as of

June 30, 2026 and December 31, 2025:

June

30, 2026

Aggregate

principal

Net fair

Finance receivables

balance

outstanding

value

adjustments

fair value

Medium-term secured

$ 178,807

$ 34,850

$ 213,657

Medium-term

unsecured

53,577

(695 )

52,882

$ 232,384

$ 34,155

$ 266,539

December

31, 2025

Aggregate

principal

Net fair

Finance receivables

balance

outstanding

value

adjustments

fair value

Medium-term secured

$ 187,112

$ 36,048

$ 223,160

Medium-term

unsecured

52,819

(2,756 )

50,063

$ 239,931

$ 33,292

$ 273,223

Changes in the fair

value of finance receivables during the six months ended June 30, 2026 were as follows:

Balance

1/1/2026

Originations

Repayments

Charge-offs,

net

Net

change

in fair value

Balance

6/30/2026

Medium-term secured

$ 223,160

$ 190,302

$ (167,891 )

$ (30,716 )

$ (1,198 )

$ 213,657

Medium-term

unsecured

50,063

89,312

(51,738 )

(36,816 )

2,061

52,882

$ 273,223

$ 279,614

$ (219,629 )

$ (67,532 )

$ 863

$ 266,539

Changes in the fair

value of finance receivables during the six months ended June 30, 2025 were as follows:

Balance

1/1/2025

Originations

Repayments

Charge-offs,

net

Net

change

in fair value

Balance

6/30/2025

Medium-term secured

$ 164,732

$ 193,201

$ (146,115 )

$ (30,719 )

$ 7,376

$ 188,475

Medium-term

unsecured

37,063

70,383

(45,022 )

(23,687 )

(1,559 )

37,178

$ 201,795

$ 263,584

$ (191,137 )

$ (54,406 )

$ 5,817

$ 225,653

Note 4. Related Party Transactions

An entity in an

executive officer’s family trust held a minority interest in IQV Servicing LLC, which provides employee leasing of personnel and

other services related to loan servicing, collections, and technology. In 2025, IQV Servicing LLC was renamed Meridian Servicing LLC,

and in September 2025, the family trust ceased to be a shareholder. Following the cessation, the Company did not have accrued liabilities

for these services as a related party. Expenses incurred for these related-party services were $20.9 million for the six months ended

June 30, 2025. These expenses are included in other expenses on the Company’s consolidated statements of operations.

An entity in an

executive officer’s family trust holds a minority interest in the lender on the Unsecured Swingline Agreement and Note (the “Swingline

Loan”) created in 2023 which provides the Company with short-term liquidity. In September 2025, the family trust ceased to hold

a minority interest. Following the cessation, the Company did not have any interest accrued for these services as a related party. Interest

expense on the Swingline Loan while a related party was $0.4 million for the six months ended June 30, 2025. These expenses are included

in interest expense, net on the Company’s consolidated statements of operations. Additional details for the Swingline Loan can

be found in Note 7.

Certain subsidiaries

of the Company are parties to a joint marketing expense agreement with PERQS Member, LLC (“PERQS”) that share marketing expenses

related to a NASCAR sponsorship. An executive officer’s family trust held an ownership interest in PERQS. The entirety of that

interest held by the executive officer's family trust was sold in September 2025. Expenses incurred with PERQS while a related party

were $0.5 million for the six months ended June 30, 2025. Expenses are recorded to advertising and marketing expense on the Company’s

consolidated statements of operations.

The Company and

certain subsidiaries are parties to payment processing agreements with a vendor who was affiliated with an executive officer. In September

2025, the executive officer ceased to have an equity interest in the vendor. The vendor provides payment processing services. Following

the cessation, the Company did not have accrued liabilities for these related party services. Expenses incurred for these related-party

services were $1.0 million for the six months ended June 30, 2025. These expenses are included in other expenses on the Company’s

consolidated statements of operations.

The Company has

a dry lease for an airplane from a vendor affiliated with a family trust of an executive officer. Expenses incurred to the vendor were

$0.2 million and $0.1 million for the six months ended June 30, 2026 and 2025, respectively, and are recorded to other expenses on the

Company's consolidated statements of operations.

Certain prior unitholders

of the Company’s Preferred Units are investment entities managed by an investment manager whose affiliated entities serve as administrative

agent and lender participant in certain of the Company’s debt instruments disclosed in Note 7. The Company included accrued interest

for these related-party obligations of $2.0 million and $3.1 million as of June 30, 2026 and December 31, 2025, respectively, to accrued

interest on the Company’s consolidated balance sheets. Expenses incurred for interest and other facility related expenses by the

Company were $72.0 million and $76.4 million for the six months ended June 30, 2026 and 2025, respectively, and are included in interest

expense, net on the Company's consolidated statements of operations.

prior unitholder of Preferred Units leases a property in Tennessee to the Company. Expenses incurred to the unitholder for the use of

the building by the Company were $1.1 million and $1.2 million for the six months ended June 30,

2026 and 2025, respectively, and are recorded to occupancy expense on the Company’s consolidated statements of operations.

Another prior unitholder

of Preferred Units is party to a consulting agreement with a subsidiary of the Company. The unitholder provides advisory and consulting

services for a monthly fee. Expenses incurred to the unitholder were $0.1 million for both the six months ended June 30, 2026 and 2025

and are recorded to other expenses on the Company’s consolidated statements of operations.

There were no additional

material changes to existing related party agreements during the six months ended June 30, 2026 and 2025.

With

regards to unitholders referenced above, on August 11, 2026 and pursuant to the Merger Agreement,

Katapult completed the business combination transaction

with Aaron's and the Company. At the effective time of the Merger Agreement, i) all outstanding Common Units, Preferred Units

and Phantom Units of the Company were collectively converted solely into the right to receive shares of Katapult Common Stock, ii) shares

of Katapult Common Stock became subject to Warrants of the Company, and iii) vested Options not exercised were forfeited for no consideration.

Refer to Note 17 for additional details on the Merger Agreement.

Note 5. Goodwill and Other Intangible

Assets

The following table

summarizes goodwill and other intangible assets as of June 30, 2026 and December 31, 2025:

June

30, 2026

December

31, 2025

Goodwill

$ 107,888

Other intangible assets, net:

Trade name

$ 35,206

$ 36,733

Customer list

17,371

26,056

Favorable lease

7,011

7,555

Software

1,570

4,710

Other

143

$ 61,301

$ 75,197

Goodwill or cost

in excess of fair value of net assets of the companies acquired, is recorded at its carrying value. As discussed in Note 1, the Company

concluded no impairment on the carrying value of the Company’s goodwill in the six months ended June 30, 2026 and 2025.

Intangible amortization

expense, excluding the amortization on right-of-use assets, was $13.4 million and $12.0 million for the six months ended June 30, 2026

and 2025, respectively. This amount excludes favorable lease amortization expense that is classified in occupancy costs on the Company’s

consolidated statements of operations. Favorable lease amortization was $0.5 million for both the six months ended June 30, 2026 and

2025.

Note 6. Other Assets

Other assets at

June 30, 2026 and December 31, 2025 consisted of the following:

June

30, 2026

December

31, 2025

Deferred tax asset

$ 39,760

$ —

Collateral and settlements due

from CSO lenders

26,316

8,501

Prepaid hosting - SaaS implementation

costs

20,387

18,965

Prepaid assets and expenses

20,220

19,184

Repossessed assets

10,799

9,535

Other assets

17,489

15,493

Total

other assets

$ 134,971

$ 71,678

Note 7. Pledged Assets and Debt

First Lien Facility

at June 30, 2026 and December 31, 2025 consisted of the following:

June

30, 2026

December

31, 2025

Principal

Deferred

Issuance

Costs

Net

Principal

Deferred

Issuance

Costs

Net

Principal

$180.0

million First lien facility, secured, 16.0%, collateralized by assets, due September 2027

$ 142,850

$ 394

$ 142,456

$ 142,850

$ 1,544

$ 141,306

First Lien Facility

On March 26, 2021,

CCF OpCo LLC (“CCF OpCo”), a wholly-owned subsidiary of CCF Holdings, entered into an asset-backed secured revolving credit

facility (the “First Lien Facility”) with a certain non-bank lender with an amount not to exceed the lesser of up to $200.0

million or an amount calculated with reference to a borrowing base formula based on cash and eligible receivables and subject to certain

additional limits such as concentration limits. CCF OpCo may borrow funds under the First Lien Facility for at least three (3) years

(the “Draw Period”). Under the terms of the First Lien Facility, the Draw Period may be extended by one (1) year if requested

by CCF OpCo and approved by the agent for the lenders under the First Lien Facility. The maturity date of the First Lien Facility is

twelve (12) months after the end of the Draw Period. Other than certain mandatory prepayments and payments after the repayment of the

Term Loan, the First Lien Facility may not be prepaid, and any such unpermitted prepayment would be subject to a make-whole payment.

The First Lien Facility has customary covenants and conditions, certain mandatory prepayment provisions, customary default provisions,

as well as financial covenants, including minimum liquidity, adjusted EBITDA, net income requirements, and a tangible asset coverage

ratio.

The First Lien Facility

was modified on August 30, 2021, to increase the maximum outstanding to $250.0 million and to extend the maturity date to August 2025.

On October 2, 2023,

the First Lien Facility was amended to update and add terms and conditions, certain debt covenants and reporting requirements. These

changes primarily included updates to debt covenants for CCF Holdings to account for the inclusion of the TMX Acquisition. The maximum

outstanding commitment and maturity date remain unchanged.

The First Lien Facility

was amended on December 29, 2023 to appoint a certain bank lender as the administrative agent to Class A Loans. The amendments also establish

the prior non-bank administrative agent as a Class B agent. The maximum outstanding commitment and maturity date remain unchanged. Class

A loans incur interest at a benchmark rate, initially one-month secured overnight financing rate (“SOFR”), plus an applicable

margin and is subject to an applicable floor. The Class B loans interest rate remains unchanged at a fixed rate.

The First Lien Facility

was amended on August 23, 2024 to amend certain terms and conditions. The amendment extended the maturity date to August 30, 2027, with

the draw period end date of August 30, 2026, subject to terms as well as options to extend. The maximum commitment was reset to $180.0

million. Interest rates remain unchanged.

The First Lien Facility

was amended on August 28, 2026 to amend certain terms and conditions. The amendment extended the maturity date to September 30, 2027,

with the draw period end date of September 30, 2026, subject to terms as well as options to extend.

Term Loan at June

30, 2026 and December 31, 2025 consisted of the following:

June

30, 2026

December

31, 2025

Principal

Deferred

Issuance

Costs

Net

Principal

Deferred

Issuance

Costs

Net

Principal

$110.8

million Term loan, secured, 15.0%, collateralized by assets, due September 2026

$ 110,718

$ 186

$ 110,532

$ 110,718

$ 729

$ 109,989

Term Loan

On March 26, 2021,

CCF OpCo entered into a $20.0 million term loan (the “Term Loan”), which may be increased by $5.0 million increments upon

the consent of the administrative agent secured by a lien on all collateral securing the First Lien Facility. The Term Loan has customary

covenants and conditions, certain mandatory prepayment provisions, customary default provisions, as well as financial covenants. The

original maturity date of the Term Loan was the earlier of five (5) years and the repayment in full of the First Lien Facility. The Term

Loan will have interest-only payments on a periodic basis at 15.0% per annum with a balloon payment at maturity. Up to 50.0% of the Term

Loan may be prepaid upon the occurrence of certain conditions. The Term Loan has financial covenants similar to the First Lien Facility.

As part of the Creditcorp

acquisition, the Term Loan was modified on August 30, 2021 to increase the maximum outstanding to $80.0 million and to extend the maturity

date to August 2026.

The Term Loan was

further amended on April 18, 2023, to increase the maximum outstanding to $110.8 million.

On October 2, 2023,

the Term Loan was amended to update and add terms and conditions, certain debt covenants and reporting requirements. These changes primarily

included updates to debt covenants for CCF Holdings to account for the inclusion of the TMX Acquisition. The maximum outstanding commitment

and maturity date remain unchanged.

The Term Loan was

amended on August 28, 2026 to amend certain terms and conditions. The amendment extended the maturity date to the earlier of September

30, 2026 and the repayment in full of the First Lien Facility.

Paycheck Protection

Program loan at June 30, 2026 and December 31, 2025 consisted of the following:

June

30, 2026

December

31, 2025

Principal

Deferred

Issuance

Costs

Net

Principal

Deferred

Issuance

Costs

Net

Principal

$10.0

million PPP loan, 1.0%, due May 2022

$ 10,000

$ —

$ 10,000

$ —

$ 10,000

PPP Loan

As part of the Creditcorp

acquisition, a $10.0 million Paycheck Protection Program Loan (the “PPP Loan”) became a liability on the Company’s

consolidated balance sheets. The PPP Loan was created under the Coronavirus Aid, Relief, and Economic Security (CARES) Act and is administered

by the U.S. Small Business Administration (the “SBA”). Under the terms of the program, eligible loans may be partially or

fully forgiven if the loan proceeds are spent on qualifying expenses and staffing level and salary maintenance requirements are met. The

loan has an interest rate of 1.0% and was originally scheduled to be due in May 2022.

The Company submitted

a request for loan forgiveness, which was approved by the lender on September 27, 2021 but denied by the SBA on July 18, 2022. The Company

filed an appeal in August 2022 and the SBA denied the Company’s appeal on November 4, 2022. Having exhausted its administrative

remedies, the Company timely filed a claim against the SBA on December 2, 2022, seeking a court order to require the SBA to forgive the

PPP Loan. This action has been dismissed without prejudice pending a decision in DACO Investments, LLC v. SBA, No. 6:22-cv-01444

(W.D. La. May 27, 2022), an earlier filed case involving similarly situated plaintiffs and substantially the same issues. As part of

the voluntary dismissal, the SBA has agreed that the Company is not required to repay the PPP Loan while the lawsuit is pending, and

interest is accrued in accounts payable and accrued liabilities. The interest accrued on the PPP Loan was $0.4 million as of both June

30, 2026 and December 31, 2025. The accrued interest balance is recorded in accounts payable and accrued liabilities on the Company’s

consolidated balance sheets. Refer to Note 12 for additional details on the legal status of this matter.

Sparrow Purchaser,

LLC (“Sparrow”), a wholly-owned subsidiary of CCF Holdings, debt facilities at June 30, 2026 and December 31, 2025 consisted

of the following:

June

30, 2026

December

31, 2025

Principal

Deferred

Issuance

Costs

Net

Principal

Deferred

Issuance

Costs

Net

Principal

$75.0 million Sparrow

term loan, 16.6%, collateralized by assets, due December 2027

$ 50,000

$ 921

$ 49,079

$ 70,000

$ 1,368

$ 68,632

$35.0 million Sparrow single-pay

facility, 15.5%, collateralized by assets, due March 2028

30,987

30,972

30,987

30,935

$175.0

million Sparrow multi-pay facility, 13.1%, collateralized by assets, due December 2028

110,654

966

109,688

119,073

1,421

117,652

$ 191,641

$ 1,902

$ 189,739

$ 220,060

$ 2,841

$ 217,219

Sparrow Term Loan

On July 8, 2022,

Sparrow entered into a $120.0 million term loan (the “Sparrow Term Loan”) as part of the financing for the purchase price

of the CURO Acquisition. The Sparrow Term Loan originally had a 15.0% blended interest rate. The Sparrow Term Loan includes a $2.4 million

annual monitoring fee and has a maturity date of July 8, 2027. In addition, the Sparrow Term Loan has certain debt covenants and reporting

requirements.

On October 2, 2023,

the Sparrow Term Loan was amended to update and add additional terms and conditions, certain debt covenants and reporting requirements.

These changes primarily included an increase to the blended interest rate to 16.0% and additional repayment conditions beginning with

the fiscal quarter ending December 31, 2024, including a quarterly amortization payment of $10.0 million per quarter.

On August 10, 2026,

the Sparrow Term Loan entered into a fifth amendment to the agreement to amend certain covenants and provisions. The primary provisions

of this amendment increased the maximum commitment by $25.0 million to $75.0 million, increased the blended interest rate to 16.6%, extended

the maturity date to December 31, 2027 and updated the quarterly amortization payment from $10.0 million to $1.7 million per quarter

and introduced a monthly amortization payment of $0.7 million. Both, the quarterly and monthly amortization payments, are effective for

the period ending September 30, 2026 and apply as principal reductions to specific classes of the Sparrow Term Loan. Amendments were

also made to certain reporting requirements in preparation for the plan of merger referenced in detail in Note 17.

Sparrow Single-pay Facility

On July 8, 2022,

Sparrow 2022 SP SPE, LLC entered into a $35.0 million single-pay facility (the “Sparrow Single-pay Facility”) as part of

the financing for the purchase price of the CURO Acquisition. The Sparrow Single-pay Facility originally had a 15.0% interest rate, and

an original maturity date of October 8, 2025. In addition, the Sparrow Single-pay Facility has certain debt covenants and reporting requirements.

The initial draw on the Sparrow Single-pay Facility was $23.0 million.

On October 2, 2023,

the Sparrow Single-pay Facility was amended to update and add terms and conditions, certain debt covenants and reporting requirements.

These changes primarily included additional debt covenants for CCF Holdings.

On July 3, 2025,

the Sparrow Single-pay Facility was amended to update and add terms and conditions. These changes primarily included extension of the

maturity date to October 8, 2026.

On July 10, 2026,

the Sparrow Single-pay Facility was amended to update and add terms and conditions and reporting requirements. These changes primarily

included increasing the interest rate to 15.5%, extension of the maturity date to March 31, 2028 and amendments to certain reporting

requirements in preparation for the plan of merger referenced in detail in Note 17.

Sparrow Multi-pay Facility

On July 8, 2022,

Sparrow 2022 MP SPE, LLC entered into a $175.0 million multi-pay facility (the “Sparrow Multi-pay Facility”) as part of the

financing for the purchase price of the CURO Acquisition. The Sparrow Multi-pay Facility has an original maturity date of July 8, 2026.

The Sparrow Multi-pay Facility also has a 0.5% non-usage fee on the undrawn portion of the commitment. In addition, the Sparrow Multi-pay

Facility has certain debt covenants and reporting requirements. The initial draw on the Sparrow Multi-pay Facility was $133.9 million.

On February 1, 2024,

Sparrow 2022 MP SPE, LLC entered into a second amendment of the Sparrow Multi-pay Facility to amend certain provisions. The Sparrow Multi-pay

facility maturity date was updated to July 8, 2026. The commitment of the Sparrow Multi-pay facility has three classes. Class A has a

60.0% commitment with a 13.5% interest rate, Class B has a 30.0% commitment with a 12.5% interest rate, and Class C has a 10.0% commitment

with a 12.5% interest rate.

On July 3, 2025,

the Sparrow Multi-pay Facility was amended to update and add terms and conditions. These changes primarily included extension of the

maturity date to July 8, 2027.

On July 10, 2026,

the Sparrow Multi-pay Facility was amended to update and add terms and conditions and reporting requirements. These changes primarily

included extension of the maturity date to December 31, 2028 and amendments to certain reporting requirements in preparation for the

plan of merger referenced in detail in Note 17.

TMX Finance debt

facilities at June 30, 2026 and December 31, 2025 consisted of the following:

June

30, 2026

December

31, 2025

Principal

Deferred

Issuance

Costs

Net

Principal

Deferred

Issuance

Costs

Net

Principal

$450.0 million TMX

ABL credit facility, 12.5%, collateralized by assets, due August 2029

$ 364,640

$ 5,351

$ 359,289

$ 381,387

$ 5,301

$ 376,086

$148.3 million Trident ATL Loan,

18.0%, collateralized by assets, due October 2028

148,329

5,981

142,348

148,329

7,293

141,036

$50.0 million TMX Over-advance

credit facility, 18.0%, collateralized by assets, due August 2029

8,100

640

7,460

8,100

836

7,264

$20.0 million

Swingline loan, 18.0%, unsecured, due January 2028

12,000

—

12,000

20,000

—

20,000

$ 533,069

$ 11,972

$ 521,097

$ 557,816

$ 13,430

$ 544,386

TMX ABL Credit Facility

On October 2, 2023,

Project Trident Purchaser, LLC (“Project Trident”), a wholly-owned subsidiary of CCF Holdings, entered into a $450.0 million

asset backed secured credit facility (the “TMX ABL Credit Facility”) as part of the financing for the purchase price of the

TMX Acquisition. The TMX ABL Credit Facility resides under the acquired wholly-owned subsidiary, TMX MP SPE, LLC. The TMX ABL Credit

Facility had an original maturity date of August 10, 2026. The TMX ABL Credit Facility has three classes that each incur interest at

a benchmark rate, initially one-month SOFR, plus an applicable margin and are subject to an applicable floor. In addition, the TMX ABL

Credit Facility has certain customary debt covenants and reporting requirements. The initial draw at the acquisition date on the TMX

ABL Credit facility was $363.0 million.

On February 10,

2025, the parties to the TMX ABL Credit Facility entered into a fourth amendment to the agreement to amend certain provisions. The primary

provisions of this amendment extended the draw period termination date to August 10, 2026 and the maturity date to February 10, 2028.

On August 7, 2026,

the parties to the TMX ABL Credit Facility entered into a seventh amendment to the agreement to amend certain covenants and provisions.

The primary provisions of this amendment extended the draw period termination date to December 31, 2027 and the maturity date to August

10, 2029. Amendments were also made to certain reporting requirements in preparation for the plan of merger referenced in detail in Note

17.

Trident

ATL Loan

On October 2, 2023,

Project Trident entered into a $148.3 million acquisition term loan (the “Trident ATL Loan”) as part of the financing for

the purchase price of the TMX Acquisition. The Trident ATL Loan has a maturity date of October 2, 2028. The commitment of the Trident

ATL Loan has an interest rate of 18.0%. In addition, the Trident ATL Loan has certain customary debt covenants and reporting requirements.

These would include but are not limited to recurring monitoring fees, one-time administrative and documentation fees, an upfront fee

in the form of original issue discount, a prepayment fee, affirmative and negative covenants and events of default.

On August 7, 2026,

the parties to the Trident ATL Loan entered into a second amendment to the agreement to amend certain covenants and provisions. The primary

provisions of this amendment were to update certain reporting requirements in preparation for the plan of merger referenced in detail

in Note 17.

TMX Over-advance Credit Facility

On October 2, 2023,

Project Trident entered into a $50.0 million over-advance credit facility (the “TMX Over-advance Credit Facility”) as part

of the financing for the purchase price of the TMX Acquisition. The TMX Over-advance Credit Facility had an original maturity date of

August 17, 2026. The commitment of the TMX Over-advance Credit Facility has an interest rate of 18.0%. In addition, the TMX Over-advance

Credit Facility has certain customary affirmative covenants regarding reporting requirements, payment of taxes and other obligations,

maintenance of properties and insurance, compliance with applicable laws and regulations, and notices on certain matters. The TMX Over-advance

Credit Facility also contains customary negative covenants limiting the Company’s ability to, among other things, grant certain

liens, make certain investments, incur indebtedness, effect certain fundamental changes, make dividend and other restricted payments,

limit capital expenditures and enter into certain transactions with affiliates. The initial draw on the TMX Over-advance Credit Facility

was $8.1 million.

On February 10,

2025, the parties to the TMX Over-advance Credit Facility entered into a first amendment to the agreement to amend certain provisions.

The primary provisions of this amendment extend the draw period termination date to August 10, 2026 and the maturity date to February

10, 2028.

On August 7, 2026,

the parties to the TMX Over-advance Credit Facility entered into a second amendment to the agreement to amend certain covenants and provisions.

The primary provisions of this amendment extended the draw period termination date to December 31, 2027 and the maturity date to August

10, 2029. Amendments were also made to certain reporting requirements in preparation for the plan of merger referenced in detail in Note

17.

Swingline

Loan

On October 20, 2023,

TMX Finance LLC (“TMX Finance”), a wholly-owned subsidiary of CCF Holdings, entered into a material definitive agreement,

Unsecured Swingline Agreement and Note (the “Swingline Loan”), with a lender to make available to the Company, a swingline

loan with an aggregate principal amount not to exceed $15.0 million that may be borrowed, repaid and reborrowed up until the termination

date, originally October 20, 2024, subject to terms and conditions therein. The Swingline Loan incurs interest at 18.0% per annum. The

Swingline Loan is subject to certain limitations and provisions, including but not limited to draw fees, late fees, events of default,

covenants and reporting requirements.

On July 15, 2024,

TMX Finance entered into an addendum to the Swingline Loan to extend the maturity date to June 30, 2025. The aggregate principal amount

that may be borrowed, repaid and reborrowed was reduced to not exceed $7.5 million. All other terms and conditions remain unchanged.

On June 30, 2025,

the Swingline Loan was amended to extend the maturity date to June 30, 2026. The aggregate principal amount that may be borrowed was

increased to $20.0 million. All other terms and conditions remain materially unchanged.

On June 30, 2026,

the Swingline Loan was amended to extend the maturity date to January 7, 2028. All other terms and conditions remain materially unchanged.

Total interest expense,

including amortization of deferred debt issuance costs, recognized was $82.1 million and $87.3 million for the six months ended June

30, 2026 and 2025, respectively.

Note 8. Accounts Payable and

Accrued Liabilities

Accounts payable

and accrued liabilities at June 30, 2026 and December 31, 2025 consisted of the following:

June 30,

December

31,

2026

2025

Accrual for third-party

losses

$ 42,963

$ 49,757

Accrued payroll, benefits and

compensated absences

41,297

27,692

Legal liability

26,867

24,898

Accounts payable

24,558

22,951

Unearned CSO fees

11,113

11,626

Other accrued

liabilities

64,631

59,697

Total

accounts payable and accrued liabilities

$ 211,429

$ 196,621

Note 9. Other Expenses

Other expenses consisted

of the following:

Six

Months Ended June 30,

2026

2025

Collateral collection

and loan processing expenses

$ 60,279

$ 66,873

Technology, software license

and hosting expenses

21,487

20,489

Legal and litigation expenses

16,248

16,003

Bank processing fees

18,906

19,340

Other

27,290

30,875

Total

other expenses

$ 144,210

$ 153,580

Note 10. Operating and Finance

Lease Commitments and Total Rental Expense

The Company leases

its facilities under various non-cancelable agreements, which require various minimum annual rentals and may also require the payment

of normal common area maintenance on the properties.

The Company had

1,603 and 1,606 total leases as of June 30, 2026 and December 31, 2025, respectively. Operating leases with renewal options are included

in right-of-use assets - operating leases and operating lease obligation on the Company’s consolidated balance sheets. These assets

and liabilities are recognized at the commencement date based on the present value of remaining lease payments over the lease term using

the Company’s incremental borrowing rates or implicit rates, when readily determinable. Short-term operating leases which have

an initial term of 12 months or less are not recorded on the consolidated balance sheets. The right-of-use assets - financing leases

were $1.5 million at both June 30, 2026 and December 31, 2025, respectively, and are included in other assets and the financing lease

obligations were $1.8 million at both June 30, 2026 and December 31, 2025, respectively, and are included in accounts payable and accrued

liabilities on the Company’s consolidated balance sheets.

The following table

summarizes the operating and financing lease costs and other information for the six months ended June 30, 2026 and 2025 for the Company:

Six

Months Ended June 30,

2026

2025

Financing lease

cost:

$ 186

$ 187

Amortization

of right of use assets

Interest

on lease liabilities

130

131

Operating lease cost

46,288

46,059

Short-term lease cost

Variable lease cost

172

139

Sublease

income

(467 )

(369 )

Total

lease cost

$ 46,203

$ 46,021

Other Information:

Payments included in the measurement

of lease liabilities

Operating cash flow - financing

leases

$ 130

$ 131

Operating cash flow - operating

leases

$ 45,551

$ 45,343

Financing cash flow - financing

leases

$ 11

$ 7

New right-of-use assets - operating

leases

$ 17,130

$ 22,328

Supplemental lease information

is as follows:

Weighted-average remaining lease

term - financing leases

13.3

years

14.3

years

Weighted-average remaining lease

term - operating leases

6.9

years

6.7

years

Weighted-average discount rate

- financing leases

14.7 %

Weighted-average discount rate

- operating leases

15.1 %

15.4 %

The Company closed

and consolidated 2 locations subject to lease agreements for the six months ended June 30, 2026 and closed and consolidated 9 locations

subject to lease agreements for the six months ended June 30, 2025, respectively. The right-of-use assets for leases have been written

off and costs incurred related to lease terminations and other closed store expenses of $0.5 million and $0.4 million has been included

in store closure expense for the six months ended June 30, 2026 and 2025, respectively. The Company recorded a gain on store closures

associated with prior lease terminations of $2.9 million and $0.1 million for the six months ended June 30, 2026 and 2025, respectively.

The Company did not sell any locations subject to lease agreements for the six months ended June 30, 2026 and 2025, respectively.

Future minimum lease

payments for operating and financing leases for the Company as of June 30, 2026 were as follows:

Fiscal

Years

Financing

leases

Operating

leases

Total

2026

$ 141

$ 45,261

$ 45,402

2027

286

84,890

85,176

2028

290

72,425

72,715

2029

295

61,413

61,708

2030

300

50,687

50,987

Thereafter

2,823

172,086

174,909

Total minimum lease payments

4,135

486,762

490,897

Less: Imputed

interest

(2,358 )

(187,546 )

(189,904 )

Present

value of net minimum lease payments

$ 1,777

$ 299,216

$ 300,993

Note 11. Concentrations of Credit

Risks

The Company’s

portfolio of finance receivables is comprised of loan agreements with customers in thirty-one states and consequently such customers’

ability to honor their contracts may be affected by economic conditions in those states. Additionally, the Company is subject to regulation

by federal and state governments that affect the products and services provided by the Company. To the extent that laws and regulations

are passed that affect the Company’s ability to offer loans or similar products in any of the states in which it operates, the

Company’s financial position could be adversely affected.

The following table

summarizes the allocation of the portfolio balance by state for gross finance receivables, including finance receivables at amortized

cost and finance receivables at fair value at June 30, 2026 and December 31, 2025:

June

30, 2026

December

31, 2025

Balance

Percentage of

Balance

Percentage of

State

Outstanding

Total

Outstanding

Total

Outstanding

Georgia

$ 155,154

19.6 %

$ 164,031

19.6 %

Arizona

122,231

15.5 %

129,783

15.6 %

Tennessee

94,712

12.0 %

98,972

11.8 %

Alabama

69,755

8.8 %

73,923

8.8 %

Texas

58,046

7.3 %

71,920

8.6 %

South Carolina

44,313

5.6 %

47,065

5.6 %

Florida

40,503

5.1 %

41,885

5.0 %

Other states

206,133

26.1 %

208,596

25.0 %

Total

$ 790,847

100.0 %

$ 836,175

100.0 %

The other states

are: Alaska, California, Delaware, Idaho, Indiana, Iowa, Kansas, Kentucky, Louisiana, Michigan, Mississippi, Missouri, Nevada, New Mexico,

North Dakota, Ohio, Oklahoma, Oregon, Rhode Island, Utah, Virginia, Washington, Wisconsin, and Wyoming.

Subsidiaries of

the Company offer a CSO product in Texas to assist consumers in obtaining credit with unaffiliated third-party lenders. Total gross finance

receivables for which the Company has recorded an accrual for third-party lender losses totaled $215.7 million and $239.2 million at

June 30, 2026 and December 31, 2025, respectively, and the corresponding guaranteed consumer loans are disclosed as an off-balance sheet

arrangement.

Note 12. Commitments and Contingencies

Unfunded Loan

Commitments

The Company maintains

a separate reserve for credit losses on off-balance sheet credit exposures, including unfunded loan commitments, which is included in

accounts payable and accrued liabilities on the consolidated balance sheets. The reserve for credit losses on off-balance sheet credit

exposures is adjusted as a provision for credit losses in the consolidated statements of operations. The estimate includes consideration

of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated

life, utilizing the same models and approaches for the Company’s other loan portfolio segments described in Note 1, as these unfunded

commitments share similar risk characteristics as its loan portfolio segments. As of June 30, 2026 and December 31, 2025, the liability

for credit losses on off-balance sheet credit exposure included in accounts payable and accrued liabilities was $1.4 million and $2.0

million, respectively.

Transition

services expense

As part of the acquisition

of CURO, the Company entered into TSA whereby the Company agreed to reimburse CURO for certain costs post transaction which are paid

for or borne in support of the entities purchased by the Company. The liability was satisfied as of December 31, 2025. The Company accounted

for the expense and related interest due in transition services expense in the consolidated statements of operations. The final TSA payment

was made in December 2025.

Litigation

From time to time,

the Company is a defendant in various lawsuits and administrative proceedings wherein certain amounts are claimed or violations of law

or regulations are asserted. Except for the matters mentioned below, the opinion of the Company’s management is that these claims

are without substantial merit or should not result in judgments which in the aggregate would have a material adverse effect on the Company’s

financial statements.

For the following

lawsuits and administrative proceedings, the Company has accrued estimated legal and litigation expenses of $22.5 million and $22.0 million

at June 30, 2026 and December 31, 2025, respectively. This liability is included in accounts payable and accrued liabilities in the consolidated

balance sheets and related expenses to other expenses in the consolidated statements of operations.

Consumer Financial

Protection Bureau - TMX Finance LLC

In October 2023,

the Company acquired TMX Finance LLC and subsidiaries (together, the “Subsidiary”). Prior to the acquisition, the Subsidiary

entered into a Consent Order (the “2023 Order”) on February 23, 2023, with the Consumer Financial Protection Bureau (“CFPB”)

regarding the CFPB’s concerns about Military Lending Act (“MLA”) compliance and non-file insurance fees, which are

fees related to insurance that covers when the lender does not obtain a lien on a vehicle in which the lender has an interest. The Company

has robust policies and procedures in place to prevent lending to MLA covered borrowers and discontinued the use of non-file insurance

in June of 2021. As a condition of the 2023 Order, the Subsidiary paid $10.0 million in 2023 as a civil money penalty to the CFPB Civil

Penalty Fund and initially set aside $5.1 million in restricted cash to pay affected consumers. The Subsidiary received approval from

the CFPB to begin distribution of the payments to affected customers. The Subsidiary has distributed all checks during 2025 and, as part

of the 2023 Order, is managing returned mail and re-issuance of checks in accordance with the redress plan.

Cyber Related

Litigation

On March 31, 2023,

Samantha Kolstedt filed a putative class action complaint on behalf of herself and all others similarly situated in the United States

District Court for the Southern District of Georgia against TMX Finance Corporate Services, Inc. (“TMX FCS”) alleging that

TMX FCS should be liable for damages allegedly incurred as a result of a data security incident that impacted TMX FCS’s computer

network in or around February 2023 and asserting claims for negligence, breach of implied contract, alleged violations of the Georgia

Deceptive Trade Practices Act, and declaratory judgment. Shortly thereafter, other plaintiffs filed putative class action lawsuits against

various affiliates of TMX FCS alleging similar facts and asserting similar claims. Ultimately, the lawsuits were all consolidated into

the first action filed by Kolstedt, and a consolidated complaint was filed on November 29, 2023, against TMX FCS and TMX Finance LLC

(collectively “TMX”). That case sought certification of a class; compensatory, injunctive, equitable, declaratory, punitive,

and nominal relief; the award of class representative service awards; pre-judgment and post-judgment interest; and reasonable attorneys’

fees and costs. After motion practice, the Parties reached a settlement and the settlement agreement memorializing the terms was finalized

and signed on February 24, 2025. On March 24, 2025, the Court entered the Preliminary Approval Order approving the settlement, set a

Final Approval Hearing that took place on August 12, 2025, and on September 2, 2025, the Court entered the Final Approval Order and Judgment.

TMX made the payment for the settlement administration by the deadline of November 14, 2025 and the settlement administrator has completed

the settlement administration.

Greensboro

Law Center cases (“GLC”)

GLC refers to a

series of 16 mass actions from claimants represented by the Greensboro Law Center. Each of the mass actions were filed in state court

in North Carolina against various TitleMax branded entities (collectively “TitleMax Entities”). Fifteen of the sixteen actions

have been removed to federal court and are pending in the United States District Court for the Middle District of North Carolina and

fourteen of the sixteen actions have been compelled to, and are stayed pending, arbitration. As to the matters that have not been compelled

to arbitration (“Byrd” and “Banks”), both pending in federal court, the responses to their respective complaints

were filed June 9, 2026. In addition, the TitleMax Entities have filed Motions to Stay all confirmation and vacatur proceedings in those

mass actions where confirmation and vacatur motions have been filed. On June 5, 2026, the Federal Court held a hearing on various motions,

including the Motions to Stay. No ruling was entered on any of the motions heard and the judge ordered post hearing briefing, which was

filed by all parties by the deadline of June 19, 2026. The court has not yet ruled on those motions. Various other motion practice continues.

Each of the mass

actions contains similar allegations that North Carolina law should apply to loans obtained by the claimants from TitleMax branded stores

located outside of North Carolina. The claimants each seek the amounts of payments made on the loans and the fair market value of any

vehicle repossessed, multiplied by three, plus statutory interest, and attorneys’ fees, and, in many instances, punitive damages.

In many instances where punitive damages have been assessed in arbitration, the TitleMax Entities are either appealing within the arbitrable

bodies or, in court, in more than 50 actions, are opposing confirmation or seeking vacatur. In many of those vacatur and confirmation

actions, the TitleMax Entities have included, or in previously filed actions, have sought leave to include, an additional ground of fraud

as support to vacatur or opposition to confirmation. One ruling where an award was confirmed is on appeal to the Fourth Circuit Court

of Appeals and various appeals are pending in the North Carolina state court system. In all instances, the TitleMax Entities are vigorously

defending themselves against all claims. Additionally, TitleMax of South Carolina, Inc. (“TM SC”) filed a declaratory action

in South Carolina state court against a borrower alleged to have resided in North Carolina at the time of his loan origination, and that

defendant is in default.

On August 29, 2024,

TM SC filed a separate action in South Carolina federal court against the state of North Carolina and two borrowers who, at loan origination,

resided in North Carolina but traveled to South Carolina to get a loan from TM SC. Those two borrowers are named as plaintiffs in one

of the more recent mass actions. This action seeks a declaratory judgment that the relevant North Carolina laws are unconstitutional

either as applied or on their face. After various motion practices and orders from the court, TM SC filed a new, substantially similar

complaint on January 30, 2026, naming the three borrowers and the North Carolina Attorney General (“NC AG”) as a defendant,

and filed an amended complaint on March 4, 2026. The defendants have submitted their responses to the complaint with the NC AG and the

three borrowers all filing motions to dismiss and the three borrowers also filing motions to compel arbitrations. TM SC has replied to

those responses. The Court has not yet ruled on TM SC’s motion.

CURO

Intermediate Holdings Corp., v. Sparrow Purchaser, LLC

On March 28, 2023,

CURO, the seller of various entities that the Company purchased in 2022, filed a complaint in the Delaware Court of Chancery seeking

specific performance of a post-closing working capital dispute. On June 9, 2023, the Company filed its Answer and Counterclaims. The

Answer contests CURO’s position regarding the working capital dispute. The Counterclaims allege that assets sold by CURO were not

in conformity with CURO’s representations and warranties in the purchase agreement. On June 5, 2024, the Court held that under

the purchase agreement, one of the issues in the parties’ working capital dispute shall be resolved by an independent accountant,

while the remaining issue was not ripe for resolution given the ambiguity of the purchase agreement on that issue. The independent accountant

issued its calculation on March 3, 2025. On January 14, 2026, the Parties stipulated to a dismissal of all claims without prejudice.

On July 17, 2023,

CURO filed a demand for arbitration, seeking monetary damages for breach of the TSA agreement, which the parties entered into in connection

with the purchase agreement. CURO seeks allegedly unpaid fees and interest under the TSA. On July 24, 2023, the Company filed its Answering

Statement and Counterclaims, which seeks damages for services provided under the TSA that were not in conformity with CURO’s representations

and warranties in the TSA. A merits hearing in the arbitration was held on January 13-14, 2025. Post hearing briefing has been completed.

The Tribunal requested post-hearing oral argument which occurred on May 20, 2025. On November 5, 2025, a majority of the three arbitrator

Tribunal issued its final award, finding in favor of, and awarding damages to, CURO. The Company made final payment of the arbitration

award to CURO in December 2025.

Creditcorp

PPP Loan

Prior to the Creditcorp

acquisition, Creditcorp received a $10.0 million PPP loan. After the acquisition, the PPP Loan became a liability on the Company’s

consolidated balance sheets. The PPP loan was created under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”)

and is administered by the SBA. Under the terms of the program, eligible loans may be partially or fully forgiven if the loan proceeds

are spent on qualifying expenses and staffing level and salary maintenance requirements are met. The loan has an interest rate of 1.0%

and was originally scheduled to be due in May 2022. The Company submitted a request for loan forgiveness, which was approved by the lender

on September 27, 2021 but denied by the SBA on July 18, 2022. The Company filed an appeal in August 2022 and the SBA denied the Company’s

appeal on November 4, 2022. Having exhausted its administrative remedies, on December 2, 2022, Creditcorp joined a coalition of financial

services businesses in suing the SBA, alleging that the lender exclusion rule is invalid because it conflicts with the plain language

of the CARES Act, and that the SBA’s denial of forgiveness as to Creditcorp was unlawful because the agency has arbitrarily and

capriciously enforced the exclusionary rule. The December 2, 2022 action was filed in the United States District Court for the Northern

District of Texas. On August 11, 2023, all Plaintiffs in the case, including Creditcorp, voluntarily dismissed the case without prejudice

pending a decision in DACO Investments, LLC v. SBA, No. 6:22-cv-01444 (W.D. La. May 27, 2022), an earlier filed case involving

similarly situated plaintiffs and substantially the same issues. As part of the voluntary dismissal, the SBA agreed not to undertake

any collection efforts on Creditcorp’s (and other Plaintiffs’) challenged PPP loans, and interest is accrued in accounts

payable and accrued liabilities on the Company’s consolidated balance sheets.

In DACO Investments,

LLC v. SBA, on February 22, 2024, the United States District Court for the Western District of Louisiana denied in part and granted in

part the defendants’ Motion for Summary Judgment as to the plaintiffs’ claims that the SBA improperly denied PPP loan forgiveness.

Following that ruling, on May 21, 2024, the plaintiffs in the Louisiana case appealed to the Fifth Circuit Court of Appeals. On August

5, 2024, the plaintiffs-appellants filed their opening brief. After numerous extension requests, the defendants’ response brief

is now due September 15, 2026. Therefore, the Fifth Circuit Court of Appeals has not yet issued a ruling on the appeal. The parties reached

an agreement in principle with the SBA in late 2025 to resolve the matter but Creditcorp and the SBA were unable to agree on final terms

for settlement. Creditcorp is exploring options for repayment of the PPP loan and has already accrued for all related interest expense

in its financial statements.

United States

ex rel. Relator, LLC v. William Allan Jones, Creditcorp, and Does 1-10

On July 6, 2022,

Relator, LLC filed a qui tam action in the United States District Court for the Northern District of California, alleging William

Allan Jones and Creditcorp violated the False Claims Act by obtaining Creditcorp’s $10 million PPP loan. While the case was under

seal, the Company responded to the Department of Justice’s requests for documents and information related to the PPP loan. On May

25, 2025, the Department of Justice declined to intervene in the case, and the case was unsealed the same day. On August 12, 2025, Creditcorp

was served with the Complaint, and in response, it filed a Motion to Dismiss the Complaint on October 2, 2025. On November 20, 2025,

the Court conducted a hearing and granted Creditcorp’s Motion to Dismiss which dismissed all of Relator, LLC’s claims against

all defendants with prejudice.

Relator, LLC then

filed an appeal to the Ninth Circuit Court of Appeals. Relator, LLC’s opening appellate brief was due on February 27, 2026, but

instead of filing a brief, the parties came to agreement and filed a joint Stipulation Dismissing Appeal on February 27, 2026. The Court

then issued an order dismissing the appeal on March 4, 2026, thus ending the matter.

Onder Law firm

cases

On November 6, 2019,

the Onder Law Firm in Missouri filed ten identical cases, each with ten plaintiffs, respectively. These suits allege TitleMax of Missouri,

Inc. (“TM MO”) must operate as a title lender as defined under Missouri law rather than a consumer finance lender. Plaintiffs

allege that because TM MO operates as a consumer finance lender, TM MO is not compliant with the title loan chapter and is thus subject

to its penalties. Plaintiffs further allege that TM MO breached its loan agreements and arbitration agreements by failing to pay the

Onder firm directly so that the Onder firm could pay the arbitration fee itself, rather than the arbitration tribunal billing TM MO directly.

In response to the 10 complaints, TM MO moved to compel arbitration of all Plaintiffs’ claims. Those motions were denied, and the

appellate court upheld the trial court’s ruling and the action was remanded to the trial court to proceed. TM MO vehemently disagrees

with Plaintiffs’ allegations and is actively defending itself in the trial court proceeding. Discovery is ongoing.

Plaintiffs filed

a Motion for Judgment on the Pleadings on April 9, 2025. After briefing and a hearing on July 8, 2025, the trial court denied Plaintiffs’

Motion for Judgment on the Pleadings. TM MO filed a Motion to Compel Discovery, and, after that motion was filed, Plaintiffs, on August

19, 2025, filed their Motion for Summary Judgment. After a hearing on September 12, 2025, the Court compelled Plaintiffs to respond to

TM MO’s discovery, including providing depositions and verified interrogatory responses.

Pursuant to various

discovery related issues, at TM MO’s request, the Court has dismissed nearly 50 of the plaintiffs across the ten different actions.

On January 26, 2026, TM MO filed its Motion for Summary Judgment. The parties briefed their competing summary judgment motions, and a

hearing on both motions was heard on March 6, 2026.

On May 12, 2026,

the Court denied Plaintiffs’ Motion for Summary Judgment and ruled in favor of TM MO by dismissing Plaintiffs’ claim that

TM MO operates as a title lender rather than a consumer finance lender. The remaining individual claims are proceeding. On August 13,

2026, the Onder Law Firm filed a Notice of an Intent to File an Appeal of the trial court’s order dismissing one plaintiff’s

claim under the Missouri title lending statute. The trial court set a status conference for October 30, 2026.

re De La Cruz, Lopez, and individual arbitration claimants v. Check Into Cash of California,

Inc.

On March 7, 2025,

Check Into Cash of California, Inc. (“CIC CA”) appeared at a mediation and settled a consolidated California Private Attorneys

General Act (“PAGA”) case and 22 individual arbitration proceedings via a mediator’s proposal. As to the consolidated

PAGA claims, the Court approved the settlement pursuant to a December 24, 2025 court order. CIC CA has paid that settlement. The PAGA

settlement is being administered. As to the individual arbitrations, they have been removed from the respective arbitrators’ dockets,

the parties have negotiated written settlement agreements for each claimant, and those agreements have been signed, and payment has been

made.

In re Pennsylvania

Department of Banking and Securities (“DOBS”)

On June 14, 2024,

the Pennsylvania Department of Banking and Securities (“DOBS”) filed an administrative proceeding (the Order to Show Cause,

or “OSC”) against TitleMax of Delaware, Inc., TitleMax of Ohio, Inc., TitleMax of Virginia, Inc., TitleMax of South Carolina,

Inc., TitleMax Funding, Inc., TMX Finance LLC, TMX Finance Corporate Services, Inc., CCFI Companies, LLC, and all successors or predecessors

in interest, affiliates, subsidiaries, or parent companies (collectively, the “Respondent Entities”) alleging the Respondent

Entities: (1) need a license from the state of Pennsylvania and (2) offer products that violate various Pennsylvania laws. In the OSC,

DOBS seeks an order requiring the Respondent Entities to show that they did not violate certain Pennsylvania interest rate laws.

After extensive

prehearing motion practice, the final hearing on the OSC was held between October 6, 2025 and October 8, 2025 and post hearing briefing

was filed by all parties thereafter. On April 14, 2026, the Chief Hearing Examiner issued a Proposed Adjudication and Order in favor

of the Respondent Entities, and adverse to DOBS, as to all counts. The Pennsylvania Banking and Securities Commission is now reviewing

the matter to determine whether to accept, revise, remand, or reject the Chief Hearing Examiner’s Proposed Adjudication and Order.

Oral argument before the Banking Commission was held on July 30, 2026. After oral argument, the Banking Commission indicated that it

would issue its ruling during its next scheduled meeting currently set for September 24, 2026.

Additionally,

the Respondent Entities also filed various federal lawsuits asserting that requiring the Respondent Entities to participate in the OSC

evidentiary hearing violates those entities’ constitutional rights and, in those federal actions, sought injunctions to prevent

any violation of the Respondent Entities’ constitutional rights. The trial courts denied the relief requested and the Respondent

Entities appealed. The appellate courts, the Fourth Circuit, Fifth Circuit, and Third Circuit, upheld the trial courts' rulings. Petitions

for writs of certiorari to the Supreme Court of the United States from the Third, Fifth, and Fourth Circuit Courts were filed on June

3, 2026, July 2, 2026, and August 27, 2026, respectively. With respect to the petition for writ

of certiorari filed as a result of the Third and Fifth Circuit appeals, the Supreme Court requested that DOBS submit written responses

to the Respondent Entities’ petitions by September 28, 2026.

South Carolina

Department of Consumer Affairs v. Cash Central of South Carolina LLC

On May 6, 2016,

the South Carolina Department of Consumer Affairs (the “Department”) brought this action against Cash Central of South Carolina

LLC (“Cash Central”) for allegedly failing to comply with South Carolina Consumer Code sections 37-3-201 and 37-3-305 alleging

Cash Central failed to file and post maximum rate schedules. A trial was held and Cash Central prevailed. The Department appealed and

the South Carolina Court of Appeals reversed the trial court’s ruling. Cash Central petitioned the Supreme Court of South Carolina

to review the appellate decision, but the petition was denied and the case was remanded back to the trial court. After remand, Cash Central

obtained leave to amend its Answer and add additional affirmative defenses to the Department’s claims. On January 31, 2025, the

Department moved for summary judgment as to those affirmative defenses. On May 20, 2025, the Court granted summary judgment in favor

of the Department as to some, but not all, of those defenses. Cash Central then filed a Rule 59(e) Motion for Reconsideration, which

was denied. On August 6, 2025, Cash Central filed its notice of appeal and filed its opening brief on January 28, 2026. The appeal and

trial court proceeding has been dismissed and the action is concluded. The Parties have settled this action and executed a written settlement

agreement on April 27, 2026.

Courtney Blackmon

v. TitleMax of Georgia, Inc. d/b/a TitleMax, TMX Finance LLC, and Tracy Young

On February 21,

2024, Plaintiff filed this putative class action alleging violations of the Military Lending Act (“MLA”) against TitleMax

of Georgia, Inc., TMX Finance, LLC (together the “TM Subsidiary”) and Tracy Young. In September 2021, Plaintiff applied for

a title pawn in store and was initially denied and determined to be ineligible as a covered borrower under the MLA. Plaintiff reapplied

that same day and inputted her mother’s social security number and was approved. In July 2022, Plaintiff applied for another title

pawn under the same false social security number and was approved, with the pawn refinanced several times. Plaintiff seeks to represent

“All MLA Covered Borrowers in the United States that entered into a Pawn Transaction Disclosure Statement and Security Agreement”

within five years prior to the commencement of the litigation. After initial motion practice, discovery commenced, but in August 2025,

discovery was stayed for a period of 60 days in order for the TM Subsidiary to effectuate payment to affected consumers pursuant to the

Consent Order (the “2023 Order”) that the TM Subsidiary entered into with the CFPB on February 23, 2023. Further, the Court

entered an Order granting the Motion to Stay and a stay is in place until April 13, 2026. At a status conference that occurred on May

6, 2026, the Court entered a briefing schedule for an upcoming TM Subsidiary dispositive motion, which required TM Subsidiary to file

its opening brief by May 20, 2026, which it did, with the opposition’s brief then due on June 19, 2026, and TM Subsidiary’s

reply brief due on July 20, 2026. Prior to the opposition brief being due, the parties reached a settlement in principle, notified the

Court of the same, and on June 18, 2026, the Court entered an Order administratively closing the case and directing the Parties to file

a dismissal upon finalization of the settlement.

Manning

M. “Chip” Goldsmith III, M.D.,

and Jason Jue v. Tracy Young, TY ICOT Investments, LLC, and TMX Finance, LLC, TitleMax of Texas, Inc., and TitleMax of Georgia, Inc.

On March 29, 2017,

Plaintiffs filed this action in the State Court of Chatham County, Georgia. Plaintiffs are minority shareholders of ICOT Investments,

LLC (“ICOT”), a hearing aid company in which Tracy Young (“Young”) is the majority shareholder. Young is the

former CEO of TMX Finance, LLC, TitleMax of Texas, Inc. (“TM TX”), and TitleMax of Georgia, Inc. (“TM GA”) (collectively

the “TMX Defendants”). ICOT is unaffiliated with any TMX Defendant or any of their affiliates. Plaintiffs Goldsmith and Jue

allege that Young, during his time as CEO of the TMX Defendants, conspired with, or utilized, various TM TX and TM GA employees in order

for Young to dilute the minority shareholders’ shares in ICOT. The TMX Defendants filed their Motion for Summary Judgment and a

hearing on the Motion occurred on May 5, 2026. For procedural reasons, the TMX Defendants’ filed a new Motion for Summary Judgment

and, on August 26, 2026, the Court entered an order granting the TMX Defendants' Motion for Summary Judgment as to all claims pending

against them.

Note 13. Income Taxes

The Company files

a consolidated federal income tax return. The Company files consolidated or separate state income tax returns as permitted by the individual

states in which it operates. The Company’s income tax returns are subject to examination by federal and state taxing authorities.

The statute of limitations related to the Company’s consolidated federal tax return is closed for all tax years up to and including

2021. The years open to examination by state and local government authorities vary by jurisdiction, but the statute is generally three

years from the date the tax return is filed. Additionally, NOL carryforwards from certain earlier periods in these jurisdictions may

be subject to examination to the extent they are utilized in a later period. Currently, the Company is not under any examination by taxing

authorities. The Company had no liability recorded for unrecognized tax benefits at June 30, 2026, and December 31, 2025.

The effective tax

rate for the six months ended June 30, 2026, was impacted due to improved business conditions that made it more likely than not that

deferred tax assets would be realized and release of the valuation allowance.

The Company had

net deferred tax assets of $47.8 million and $58.3 million as of June 30, 2026 and December 31, 2025, respectively. The Company regularly

assesses the need for a valuation allowance against its deferred tax assets each quarter. In making that assessment, the Company considers

both positive and negative evidence in the various jurisdictions in which it operates related to the likelihood of realization of the

deferred tax assets to determine, based on the weight of available evidence, whether it is more likely than not that some or all of the

deferred tax assets will not be realized. As of June 30, 2026, based on all available positive and negative evidence, having demonstrated

sustained profitability which is objective and verifiable, and taking into account anticipated future earnings, the Company has concluded

that it is more likely than not that most of its U.S. federal and state deferred tax assets will be realizable, with the exception of

net operating losses related to separate entity returns where there are material doubts as to our ability to utilize in statutory carryforward

period, and intangible assets that are subject to the built in loss limitations. The Company continues to maintain a valuation allowance

in response to uncertainty regarding realizability of these deferred tax assets as they have not met the “more likely than not”

realization criteria. When a change in valuation allowance is recognized during an interim period, the change in valuation allowance

resulting from current year income is included in the annual effective tax rate and the release of valuation allowance supported by projections

of future taxable income is recorded as a discrete tax benefit in the interim period. In the first quarter of 2026, the Company released

$42.0 million of its valuation allowance, included in the (benefit from) provision for income taxes in the consolidated statements of

operations. A valuation allowance of $8.0 million and $58.3 million was recognized at June 30, 2026 and December 31, 2025, respectively,

to reduce the deferred tax assets to the amount that was more likely than not expected to be realized. The Company will continue to monitor

the need for a valuation allowance against its deferred tax assets on a quarterly basis.

Note 14. Transactions with Variable

Interest Entities

In accordance with

ASC 810, the Company evaluates its relationships with other entities to determine whether it has a variable interest in a legal entity

and, if so, whether that entity is a variable interest entity (“VIE”) that should be considered for consolidation. The Company

consolidates any VIE where it has determined that the Company is the primary beneficiary. The primary beneficiary is the entity that

has both the power to direct the activities of the VIE that most significantly impacts the VIE’s economic performance as well as

the obligation to absorb the losses or receive benefits of the entity that could potentially be significant to the VIE.

Certain subsidiaries

of the Company have limited agency agreements with unaffiliated third-party lenders under the CSO program. The agreements govern the

terms by which the Company refers customers to that lender, on a non-exclusive basis, for a possible extension of credit, processes loan

applications, and commits to reimburse the lender for any loans or related fees that were not collected from such customers. As of June

30, 2026 and December 31, 2025, the outstanding amount of active consumer loans guaranteed by the Company, which represents the Company’s

maximum exposure, was $215.7 million and $239.2 million, respectively. The accrual for third-party lender losses related to these obligations

totaled $43.0 million and $49.8 million as of June 30, 2026 and December 31, 2025, respectively. This obligation is recorded in accounts

payable and accrued liabilities on the Company’s consolidated balance sheets. The Company has determined that the lenders as part

of this program are VIEs. Based on management’s evaluation, the Company has determined they are not the primary beneficiary and

that consolidation of the VIEs is not required because the Company does not own or control any interests in the entities, lacks the power

to direct the activities that most significantly impact their economic performance, and does not have the obligation to absorb the losses

or receive the benefits of the entities.

Additionally, beginning

in 2023, the Company through its subsidiaries has a limited agency agreement with an unaffiliated third-party fund under a retail foot

traffic agreement. The agreement governs the terms by which the third-party lending program supported by the fund is offered by the Company,

which increases the retail foot traffic and the potential of the Company to increase other product offerings to those individuals as

part of or independent of the third-party lending program in exchange for assuring a minimum cash requirement held by the fund. Also,

as part of the program, the Company through its subsidiaries has limited agency agreements with an unaffiliated third-party program administrator

and unaffiliated third-party payment processors to act as the loan distributor for the third-party lending program, responsible for creating

loan awareness, assisting customers with applying for the loans, and processing transactions for the customer. As the Company acts as

an agent in these arrangements, revenue is recognized on a net basis in the amount of fees earned from the unaffiliated third-party payment

processors. Revenue is reduced for the estimated variable consideration related to assuring a minimum cash requirement and program fees

associated with the program. The program fees are classified as consideration payable to the unaffiliated third-party program administrator

and unaffiliated third-party payment processor and recorded as contra revenue.

In the fourth quarter

of 2025 the Company determined, based on facts and circumstances, that there was a significant deterioration in the unaffiliated third-party

payment processors' creditworthiness and collecting the full receivable was no longer considered probable. The Company did not reverse

the revenue previously recognized and recorded the reserve for collectability as a contra revenue and against the receivable included

in other assets on the Company’s consolidated balance sheets. On June 4, 2026, the Company entered into a settlement agreement

that extinguished the previously outstanding receivable and resulted in the issuance of a non-interest-bearing, $10.0 million promissory

note by the unaffiliated third-party payment processor, collateralized by a security interest in substantially all of the debtor's assets.

The note matures in November 2028 and requires monthly payments ranging from $0.1 million to $0.4 million. The note was initially recognized

at $8.3 million, net of a $1.7 million discount, and is included in other assets on the Company’s consolidated balance sheet. The

$1.7 million discount is being accreted to interest income over the term of the note using the effective interest method. In connection

with the settlement, the Company derecognized the $15.6 million gross receivable and the related $13.8 million reserve for collectability.

Because the reserve had previously been recorded as a reduction of revenue, the settlement resulted in a $6.5 million net increase to

revenue from the release of previously recorded contra revenue. The promissory note is evaluated separately from receivables arising

from subsequent transactions under the retail foot traffic program. Subsequent program receivables are generated through a different

unaffiliated third-party participant and represent separate credit risk exposure from the settled receivable and the note receivable.

As of June 30, 2026 and December 31, 2025, the Company had a receivable related to the third-party lending program, net of reserve for

collectability, of none and $1.7 million, respectively. As of June 30, 2026 and December 31, 2025, the reserve for collectability was

none and $12.0 million, respectively.

The following table

represents the components disaggregation of revenue recognized for this third-party lending program in other revenue for the six months

ended June 30, 2026 and 2025:

Six

Months Ended June 30,

2026

2025

Gross revenues related

to the third-party program

$ 33,483

$ 32,324

Plus:

release of reserve of collectability

4,661

—

Less:

variable consideration - assurance of minimum cash requirement

(16,887 )

(10,460 )

Less:

program fees

(1,214 )

(5,039 )

Net revenue

recognized

$ 20,043

$ 16,825

The minimum cash

requirement liability was $3.6 million and $3.9 million as of June 30, 2026 and December 31, 2025, respectively, and is recorded as a

liability in accounts payable and accrued liabilities on the Company’s consolidated balance sheets.

The Company has

determined that only the unaffiliated third-party fund associated with this program is a VIE. Only the amounts presented as related to

the assurance of the minimum cash requirement expense and corresponding liability relate to this VIE. Based on management’s evaluation,

the Company has determined they are not the primary beneficiary and that consolidation of the fund is not required because the Company

does not own or control any interests in the fund, lacks the power to direct the activities that most significantly impact their economic

performance, and does not have the obligation to absorb the losses or receive the benefits of the fund.

Note 15. Non-Cash Equity-Based

Compensation

Pursuant to the

2021 Management Incentive Plan approved by the Company’s Board of Managers, the Company and certain members of the Company’s

management were granted profits interests in the form of Class B units of CCF MIP Holdings, LLC, a consolidated subsidiary. The Class

B units were granted in May 2021, August 2022, August 2023, and January 2024 and vest ratably up to three years with the first ratable

vesting event occurring in March 2021. For both June 30, 2026 and December 31, 2025, there were 20 Class A units and 380 Class B units

authorized, issued and outstanding of CCF MIP Holdings, LLC. The award and related agreements included provisions providing for acceleration

of vesting in the event of a change in control transaction (as defined in the Company’s Limited Liability Company Agreement, as

amended) and forfeiture of the awards under certain circumstances.

The following assumptions

were used to measure the fair value of the awards:

May

2021 Grant

August

2022 Grant

August

2023 Grant

January

2024 Grant

Risk-free interest

rate

1.29 %

2.90 %

3.88 %

Expected volatility

52.0 %

51.0 %

60.0 %

Expected term

6.9

years

5.6

years

5.6

years

4.2

years

The grant date fair

value of the May 2021, August 2022, August 2023 and January 2024 awards were $6.5 million, $5.1 million, $0.9 million, and $2.3 million,

respectively, and was estimated using the Black-Scholes option-pricing model. Including forfeitures, non-cash equity-based compensation

of $0.2 million and $1.4 million for the six months ended June 30, 2026 and 2025, respectively, has been recognized which resulted in

an increase in non-controlling interest in consolidated members’ deficit. The May 2021 awards were fully recognized as of December

31, 2023. The August 2022 awards were fully recognized as of June 30, 2025. The August 2023 awards were fully recognized as of September

30, 2025. There was $0.2 million of additional non-cash compensation expense to be recognized through December 31, 2026 for the January

2024 awards.

The following table

summarizes the awards activity under the August 2022 Grant, August 2023 Grant and the January 2024 Grant during the six months ended

June 30, 2026:

(in thousands, except unit

data)

Number

of Units

Weighted-Average

Grant Date Fair

Value Per Unit

Unvested as of December 31, 2025

2.4

$ 142.4

Granted

—

Vested

(1.2 )

142.4

Forfeited

—

Unvested as of June 30,

2026

1.2

$ 142.4

Pursuant to the

2019 Management Incentive Plan approved by the Company’s Board of Managers, the Company’s

Board of Managers issued options (“Options”) to three employees of the Company to purchase a combined total of 11,732,787

Class M Common Units. The Options were awarded on January 31, 2022 and vested immediately. The Options expire, if not exercised, on the

earlier of i) termination of employment or ii) January 31, 2032. As of June 30, 2026, Options for 5,866,393.5 Class

M Common Units remained open.

The following tables

summarize the Options activity during the six months ended June 30, 2026:

(in thousands, except unit

and per unit data)

Number

Units

Weighted-

Average

Exercise Price

Per Unit

Weighted-

Average

Remaining

Contractual

Life (Years)

Aggregate

Intrinsic Value

Outstanding as of December 31, 2025

5,866,393.5

$ 0.16

6.1

$ —

Granted

—

Exercised

—

Forfeited

—

Outstanding as of June

30, 2026

5,866,393.5

$ 0.16

5.6

$ —

In addition, certain

members of the Company’s Board of Managers were granted phantom restricted unit awards that will be settled upon a change in control

transaction (as defined in the Company’s Limited Liability Company Agreement, as amended). The phantom restricted units were fully

vested and were subject to customary anti-dilution adjustments. The Company has not recognized any compensation expense for the phantom

restricted units as of June 30, 2026, and did not recognize any compensation expense until the closing of a change in control transaction.

August 11, 2026, pursuant to the Merger Agreement, Katapult

completed the business combination transaction with Aaron's and the Company. Immediately

prior to the effective time of the Merger Agreement, all unvested units immediately vested with the change of control and the Company

caused the CCFI MIP Holders to assign, transfer and deliver to Katapult, and Katapult assumed and acquired from the CCFI MIP Holders,

the CCFI MIP Equity and Katapult issued to the CCFI MIP Holders and CCF caused the CCFI MIP Holders to acquire from Katapult shares of

Katapult Common Stock as consideration for the CCFI MIP Equity. At the effective time of the Merger Agreement, i) all outstanding Common

Units, Preferred Units and Phantom Units of the Company were collectively converted solely into the right to receive shares of Katapult

Common Stock, ii) shares of Katapult Common Stock became subject to Warrants of the Company, and iii) vested Options not exercised were

forfeited for no consideration. Refer to Note 17 for additional details on the Merger Agreement.

Note 16. Fair Value of Financial

Instruments and Fair Value Measurements

Assets and Liabilities Recorded at

Fair Value on a Recurring Basis

Finance

receivables at fair value: The FVO portfolio is measured based on a discounted cash flow methodology.

The internally developed model uses inputs, such as estimated loss, payment activity, discount rate, and certain originating, servicing,

and collection cost assumptions that are unobservable but reflect the Company’s best estimates of the assumption a market participant

would use to calculate fair value. As the model inputs are based on significant unobservable inputs, the FVO portfolio is classified

as Level 3 of the valuation hierarchy.

The table below

presents the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2026

and December 31, 2025:

Fair

Value Measurements

June

30, 2026

December

31, 2025

Carrying

Amount

Level

Carrying

Amount

Level

Assets

Finance

receivables at fair value

$ 266,539

$ —

$ 266,539

$ 273,223

$ —

$ 273,223

The table below

presents quantitative information about key unobservable inputs used for the Company’s finance receivable fair value measurements

as of June 30, 2026 and December 31, 2025:

June

30, 2026

December

31, 2025

Net

collections rate(1)

41.9 %

41.4 %

Cost

assumptions rate(1)

27.2 %

27.5 %

Discount rate

12.5 %

12.8 %

(1)

Rates presented are weighted averages of all FVO portfolios.

Certain unobservable

inputs may, in isolation, have either a directionally consistent or opposite impact on the fair value of the finance instrument for a

given change in that input. An increase to the net collection rate would increase the fair value of the Company’s finance receivables

at fair value. An increase to the cost assumptions rate or discount rate would decrease the fair value of the Company’s finance

receivables at fair value. When multiple inputs are used within the valuation techniques for loans, a change in one input in a certain

direction may be offset by an opposite change from another input.

Assets and Liabilities Recorded at

Fair Value on a Nonrecurring Basis

The Company may

be required, from time to time, to measure certain assets and liabilities at fair value on a nonrecurring basis. The Company has assets

and liabilities, such as property and equipment, goodwill and intangible assets that have a carrying value which could be subject to

impairment under unfavorable events or circumstances. At June 30, 2026 and December 31, 2025, the Company had no material assets or liabilities

measured at fair value on a nonrecurring basis.

Financial Instruments Not Measured

at Fair Value

The carrying amount

and estimated fair values of the Company’s financial instruments summarized by level are as follows:

Cash,

cash equivalents and restricted cash: The fair values of cash, cash equivalents and restricted

cash are measured using Level 1 inputs.

Finance

receivables at amortized cost, net: Finance receivables at amortized cost, net consist of short-term

and medium-term secured and unsecured consumer loans, including open end lines of credit. Loans originate at prevailing market rates.

For the short-term secured and unsecured consumer loans, given the short-term nature of these loans and due to these loans continually

being repriced at current market rates, the amortized cost approximates fair value. For the medium-term secured and unsecured consumer

loans, the Company estimated fair value by using a discounted cash flow methodology. The internally developed model uses inputs, such

as estimated loss, payment activity, discount rate, average loan age, and certain originating, servicing, and collection cost assumptions

that are unobservable but reflect the Company’s best estimates of the assumption a market participant would use to calculate fair

value. The fair values of loans receivable are measured using Level 3 inputs.

Repossessed

assets: Repossessed assets are valued at the lower of the finance receivable balance prior to

repossession or the estimated net realizable value of the repossessed asset. The Company estimates net realizable value using the projected

cash value upon liquidation, less costs to sell the related collateral. The fair value of repossessed assets are estimated using Level

3 inputs determined based on comparable recent used-vehicle auction sales and known changes in the broad used-vehicle market. Repossessed

assets are included in other assets on the Company’s consolidated balance sheets.

Debt:

The Company’s private term and revolving debt facilities, both variable and fixed interest rates,

are not actively traded and therefore do not have quoted market prices and thus are measured using Level 3 inputs. The Company’s

variable interest rate debt facilities are tied to SOFR, a market benchmark, with a short reset period, and are estimated to have a fair

value equal to par. The Company’s fixed interest debt facilities fair value is estimated by discounting the contractual cash flows

at the current market interest rate the Company would bear if executed in the current market after considering changes in the market

interest rate and credit profile of the Company, and result in an estimated fair value equal to par.

The table below

presents the Company’s financial assets and liabilities that are disclosed but not carried at fair value and the level within the

fair value hierarchy as of June 30, 2026:

Fair

Value Measurements

Carrying

Amount

Level

Assets

Cash

and cash equivalents

$ 96,839

$ —

Restricted

cash

1,128

—

Total cash,

cash equivalents and restricted cash

97,967

—

Finance

receivables at amortized cost, net

410,280

—

457,988

Repossessed

assets

10,799

—

10,799

Liabilities

Swingline

loan

$ 12,000

$ —

$ 12,000

PPP loan

10,000

—

10,000

First

lien facility(1)

142,850

—

142,850

Term

loan(1)

110,718

—

110,718

Sparrow

term loan(1)

50,000

—

50,000

Sparrow

single-pay facility(1)

30,987

—

30,987

Sparrow

multi-pay facility(1)

110,654

—

110,654

TMX

ABL credit facility(1)

364,640

—

364,640

Trident

ATL loan(1)

148,329

—

148,329

TMX

Over-advance credit facility(1)

8,100

—

8,100

Total debt

$ 988,278

$ —

$ 988,278

(1)

The carrying amount of the debt instrument is exclusive of issuance costs.

The table below

presents the Company’s financial assets and liabilities that are disclosed but not carried at fair value and the level within the

fair value hierarchy as of December 31, 2025:

Fair

Value Measurements

Carrying

Amount

Level

Assets

Cash

and cash equivalents

$ 94,575

$ —

Restricted

cash

913

—

Total cash,

cash equivalents and restricted cash

95,488

—

Finance

receivables at amortized cost, net

430,108

—

474,407

Repossessed

assets

9,535

—

9,535

Liabilities

Swingline

loan

$ 20,000

$ —

$ 20,000

PPP loan

10,000

—

10,000

First

lien facility(1)

142,850

—

142,850

Term

loan(1)

110,718

—

110,718

Sparrow

term loan(1)

70,000

—

70,000

Sparrow

single-pay facility(1)

30,987

—

30,987

Sparrow

multi-pay facility(1)

119,073

—

119,073

TMX

ABL credit facility(1)

381,387

—

381,387

Trident

ATL loan(1)

148,329

—

148,329

TMX

Over-advance credit facility(1)

8,100

—

8,100

Total debt

$ 1,041,444

$ —

$ 1,041,444

(1)

The carrying amount of the debt instrument is exclusive of issuance costs.

Note 17. Merger Agreement

On December 11,

2025, the Company entered into the Initial Merger Agreement, by and among Katapult, Katapult Merger Sub 1, Inc., a Delaware corporation

and wholly-owned indirect subsidiary of Katapult (“Merger Sub 1”), Katapult Merger Sub 2, LLC, a Delaware limited liability

company and wholly-owned indirect subsidiary of Katapult (“Merger Sub 2”), Aaron’s and the Company.

August 11, 2026, pursuant to the Merger Agreement, Katapult

completed the business combination transaction with the Company and Aaron's. The

transaction was approved and certain members of management of the Company, having performed all necessary conditions and acts to be completed

immediately prior to, contributed and assigned certain equity award units of the Company in exchange for shares of Katapult stock. Immediately

prior to the effective time of the Merger Agreement, the Company caused the CCFI MIP Holders to assign, transfer and deliver to Katapult,

and Katapult assumed and acquired from the CCFI MIP Holders, the CCFI MIP Equity and Katapult issued to the CCFI MIP Holders and CCF

caused the CCFI MIP Holders to acquire from Katapult 11,011,927 shares of Katapult Common Stock as consideration for the CCFI MIP Equity.

At the effective time of the Merger Agreement, i) all outstanding Common Units, Preferred Units and Phantom Units of the Company were

collectively converted solely into the right to receive 58,516,558 shares of Katapult Common Stock, ii) 244,146 shares of Katapult Common

Stock became subject to Warrants of the Company, and iii) vested Options not exercised were forfeited for no consideration. At the effective

time of the Merger Agreement, Merger Sub 2 merged with and into CCF (the "Merger"), and the separate existence of Merger Sub

2 ceased and CCF continued as the surviving limited liability company and subsidiary of Katapult. For more information, refer to Registration

Statement on Form S-4 filed on June 18, 2026. We incurred costs related to or resulting from the transaction. These costs primarily consist

of legal, professional and consulting fees and retention-related compensation costs, which are recorded to acquisition expenses on the

consolidated statements of operations.

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: tm2624719d1_ex99-2.htm · Sequence: 3

Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CCF HOLDINGS LLC

The following discussion and analysis of the

financial condition and results of operations of CCF Holdings LLC (“the Company”, “we,” “us” and “our”)

should be read together with our consolidated financial statements as of June 30, 2026 (unaudited) and December 31, 2025 (audited) and

for the six months ended June 30, 2026 (unaudited) and 2025 (unaudited), in each case together with related notes thereto, included elsewhere

in the Registration Statement on Form S-4 filed on June 18, 2026 (the “Form S-4”). The following discussion contains forward-looking

statements that reflect future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events,

risks and uncertainties that may be outside of the Company’s control. Our actual results may differ significantly from those projected

in the forward-looking statements. Factors that might cause future results to differ materially from those projected in the forward-looking

statements include, but are not limited to, those discussed in the sections entitled “Risk Factors” and “Cautionary

Statement Regarding Forward-Looking Statements” included elsewhere in the Form S-4.

Overview

We are an alternative consumer finance provider

addressing the needs of unbanked and under-banked consumers in the United States. Formed in 2018, we succeeded to the business and operations

of Community Choice Financial Inc. As of June 30, 2026, we operated 1,591 retail locations across 25 states and were licensed to deliver

similar financial services through a digital platform in 29 states. Through our network of retail locations and digital platforms, we

provide customers a variety of financial products and services, including short-term unsecured, medium-term unsecured, and direct secured

loans, and other money services business (“MSB”) and third-party services that address the specific needs of our individual

customers.

Our business model is centered around delivering

a diverse range of financial products and services designed to cater to the varying needs of our customers. Through our extensive network

of retail locations and digital platforms, we combine innovative technology with personalized customer service to create a seamless borrowing

experience. As part of our commitment to this mission, we comprise a diverse family of brands, each specifically designed to address distinct

financial needs and preferences. Our family of brands includes:

• TitleMax®

• Speedy Ca$h®

• Check$mart®

• easymoney®

• Community Choice Financial®

• California Check Cashing Stores®

• RapidCash®

• TitleBucks®

• Cash1®

• Check into Cash®

• FirstVirginia®

• InstaLoan®

• Avio Credit®

• Cash Central®

We primarily generate revenue from interest and fee income from our

loan products and credit services.

Our diversified products and services offerings include:

• Finance receivable revenues – We derive revenue

from the origination of secured and unsecured short-term and medium-term consumer loans, lines of credit, and the associated interest

income earned.

• Credit service fees – We generate credit service

fees through the operation of our credit service organization and credit access bureau (collectively “CSO”). Through our

CSO we provide services related to a third-party lender’s consumer loan products by acting as a CSO on behalf of consumers in accordance

with applicable state laws.

• Check cashing fees – We earn revenue through fees

charged for cashing checks.

• Card fees & other – We act in an agency capacity

regarding bill payment services, money transfers, card products, fee based third-party processing services and money orders offered and

sold at retail locations.

An important part of our retail model is investing

in and creating a premier brand presence, supported by a well-trained and motivated workforce. This strategy is aimed at enhancing customer

experience, generating increased traffic and introducing our customers to our diverse set of products. We attribute our success to our

innovative technology infrastructure, unique analytical models that assess loan performance and our strong focus on delivering outstanding

customer service. We prioritize transparency and responsible lending practices, ensuring that our customers are well-informed about their

options and obligations.

Our retail platform is a foundational

component of our business strategy and a key driver of customer engagement, brand visibility, and operational performance. As of June

30, 2026, we operated 1,591 retail locations across 25 states and were licensed to deliver similar financial services through a digital

platform in 29 states. These locations serve as critical touchpoints for our customers, many of whom are unbanked or underbanked and rely

on our services for immediate financial needs.

Recent Developments

Merger

On December 11, 2025, Katapult Holdings, Inc.,

a Delaware corporation (“Katapult”), Merger Sub 1, Merger Sub 2, Aaron's Intermediate Holdco, Inc., a Delaware corporation

(“Aaron's”), and the Company entered into the Agreement and Plan of Merger (the “Initial Merger Agreement”), pursuant

to which and subject to the terms and conditions set forth therein, the parties will consummate the Mergers, and upon such consummation,

each of Merger Sub 1 and Merger Sub 2 will cease to exist, and each of Aaron’s and the Company will become a wholly-owned indirect

subsidiary of Katapult (the “Mergers”). The Mergers are subject to customary closing conditions.

On March 24, 2026, we amended certain of the outstanding

equity-classified warrants (the “Warrants”) to extend their expiration date through the Closing and to provide that the amended

Warrants will be exercised automatically at the Closing. For more information, see the section titled “—Capitalization

and Financing Activities” below.

On August 11, 2026, pursuant to the Initial Merger

Agreement, as amended by the First Amendment to the Merger Agreement, dated June 17, 2026 (the “Amendment to the Merger Agreement”,

and together with the Initial Merger Agreement, the “Merger Agreement”), Katapult completed the business combination transaction

with the Company and Aaron's. The transaction was approved and certain members of management of the Company, all necessary conditions

and acts to be completed having been performed immediately prior to, contributed and assigned certain equity award units of the Company

in exchange for shares of Katapult stock. Immediately prior to the effective time of the Merger Agreement, the Company caused the CCFI

MIP Holders to assign, transfer and deliver to Katapult, and Katapult assumed and acquired from the CCFI MIP Holders, the CCFI MIP Equity

and Katapult issued to the CCFI MIP Holders and CCF caused the CCFI MIP Holders to acquire from Katapult shares of Katapult Common Stock

as consideration for the CCFI MIP Equity. At the effective time of the Merger Agreement, i) all outstanding Common Units, Preferred Units

and Phantom Units of the Company were collectively converted solely into the right to receive shares of Katapult Common Stock, ii) shares

of Katapult Common Stock became subject to Warrants of the Company, and iii) vested Options not exercised were forfeited for no consideration.

At the effective time of the Merger Agreement, Merger Sub 2 merged with and into CCF, and the separate existence of Merger Sub 2 ceased

and CCF continued as the surviving limited liability company and subsidiary of Katapult. We incurred merger-related acquisition expenses

during the six months ended June 30, 2026 detailed further in the sections titled “—Components of Results of Operations”

and “—Results of Operations” below. For more information, see the sections titled “The Mergers” and

“The Merger Agreement” in the Form S-4, as well as Note 17 to the consolidated financial statements included as Exhibit 99.1

to this Current Report on Form 8-K/A.

Trends and Key Factors Affecting our Performance

Changes in legislation & regulation

We operate within a comprehensive framework of

federal, state, and local laws and regulations that govern our products, services, and business practices. These include consumer protection

requirements, licensing standards, interest rate parameters, and disclosure obligations. Our well-established compliance infrastructure

is designed to proactively adapt to evolving regulatory expectations across jurisdictions and support sustainable, responsible growth.

State-Level Oversight

We operate in multiple states, each with its own

regulatory framework governing product terms, permissible fees, interest rates, and repayment structures. Our ability to tailor offerings

by state enables us to remain fully aligned with local requirements while continuing to serve customer needs effectively. In addition

to financial services regulations, we comply with applicable zoning, licensing, and municipal requirements in the communities we serve.

Our ability to remain nimble to both enabling legislative updates as well as those that are restrictive are a real competitive advantage.

We continue to closely monitor state-level developments and refine our practices as needed to ensure ongoing compliance and operational

resilience.

Federal Oversight

In October 2017, the Consumer Financial Protection

Bureau (the “CFPB”) issued the “Payday, Vehicle Title, and Certain High-Cost Installment Loans” rule (the “2017

Payday Rule”), which applies to certain consumer loan products we offer. The rule originally included mandatory ability-to-repay

(“ATR”) underwriting requirements and new limitations on repayment practices.

On July 22, 2020, the CFPB published its final

small dollar loan rule (the “Final 2017 Payday Rule”), rescinding the mandatory underwriting provisions after re-evaluating

their legal and evidentiary basis. The payments provisions of the rule remain in effect. While the compliance date for the Final 2017

Payday Rule was March 30, 2025, on March 28, 2025, the CFPB issued a press release entitled “CFPB Offers Regulatory Relief for Small

Loan Providers” indicating that the CFPB “will not prioritize enforcement or supervision actions with regard to any penalties

or fines associated with the Payment Withdrawal provisions and the Payment Disclosure provisions once they become operative on March 30,

2025.” We continue to monitor regulatory developments closely and maintain flexibility in our compliance approach.

On April 22, 2026, the CFPB published its final

rule setting forth the agency’s approach to fair lending enforcement under the Equal Credit Opportunity Act (“ECOA”)

and its implementing Regulation B. Most notably, the final rule establishes that “disparate impact” liability is not authorized

under the ECOA and removes the “effects test” from Regulation B. Additionally, the final rule narrows the types of oral or

written statements that could constitute improper discouragement of applicants from submitting loan applications and also adds additional

prohibitions of special purpose credit programs utilizing race, color, national origin, sex, or any combination thereof as eligibility

criterion.

The final rule took effect on July 21, 2026, although

litigation or other challenges may affect its implementation or continued applicability. We continue to monitor, review, and assess whether

any changes need to be made to our policies, practices, and training as a result of the final rule. We remain engaged in statistical disparate

impact testing and recognize the CFPB’s fair lending focus is on intentional discrimination and proxy discrimination. Additionally,

California engages in disparate impact reviews under broad civil rights laws.

Federal Tax Developments

On July 4, 2025, the United States enacted tax

reform legislation through the One Big Beautiful Bill (the “Act”). Key income tax-related provisions include updates to bonus

depreciation, research and development expenditures, interest expense deductibility and international tax regimes. The Act did not have

a material impact on our annual effective tax rate in 2025 and we do not expect the Act to have a material impact on our consolidated

financial statements in 2026.

Product characteristics and mix

We offer a diversified portfolio

of consumer financial products designed to meet the evolving liquidity needs of underbanked and financially underserved individuals. Our

core offerings include short-term and medium-term secured and unsecured consumer loans, and lines of credit, which are accessible through

both our extensive network of retail locations and our digital platforms.

In certain jurisdictions, we

operate through our CSO, which acts as a broker between consumers and unaffiliated third-party lenders. In these arrangements, we earn

credit service fees for facilitating loans.

We also provide ancillary services,

such as check cashing, card products, money transfers, bill payment services, fee-based third-party processing services and money orders,

further enhancing our value proposition to customers seeking convenient, one-stop financial solutions.

Our product offerings are driven

by consumer demand and specific regulations applicable to the markets in which we operate:

• Fees and interest income associated with short-term and medium-term secured and unsecured consumer loans

and lines of credit.

• Service fees are associated with third-party loans.

• Ancillary service fees from non-lending products.

Through our omnichannel delivery

model — combining physical storefronts with our digital platform through online and mobile access — we serve a broad demographic

while maintaining operational efficiency. We are continuously evaluating our product mix and delivery channels in response to consumer

demand, with a focus on maintaining compliance and optimizing profitability.

Strategic initiatives

Over the past two fiscal years,

we have executed a series of strategic initiatives aimed at expanding our market presence, diversifying our product offerings, and enhancing

customer access to credit.

• During 2025, we methodically executed on operational efficiencies and increased customer disbursement and

payment options, while refining harmonized recovery efforts and secured collateral management.

• During 2026, we strive to enter the final stages of consolidating the acquisitions of the last few years

across people, technology, and refinement of operational efficiencies. These adjustments are expected to create financial synergies that

solidify a foundation to expand revenue growth through a unified approach to marketing, omnichannel operations, and portfolio management.

These initiatives reflect

our commitment to delivering accessible, responsible financial solutions and driving long-term value for our customers and stakeholders.

Seasonality

We experience fluctuating demand

for our lending products throughout the year. Historically, the highest demand for our credit products occurs during the fourth quarter

of each calendar year. Conversely, we typically observe reductions in finance receivables during the first quarter of each calendar year,

primarily due to customers receiving income tax refunds. As a result, we typically experience a higher cash usage in the fourth quarter

and increased cash generation in the first quarter, excluding other capital usage. Due to the seasonal nature of the business, results

of operations for any fiscal quarter may not be indicative of the results for the full fiscal year. Additionally, external factors, such

as changes in interest rates and inflation, may influence customer behavior, potentially altering the seasonal patterns typically observed

in our business.

Key Performance Indicators

We focus on a variety of key performance indicators to

plan, measure and evaluate the Company’s business and financial performance, identify trends affecting our business and inform our

strategic business decisions. We use these key performance indicators to develop operational goals for managing our business. Our key

performance indicators consist of several operating and financial metrics.

We believe that these key performance indicators

provide useful information to investors and others by allowing for transparency with respect to key metrics used by management in its

financial and operational decision-making. These metrics may be used by investors in understanding and evaluating our operating results

and enhancing the overall understanding of our past performance and future prospects. Our calculation of key performance indicators and

metrics may be different than or otherwise not comparable to similarly named metrics used by other companies.

The following table presents

a summary of our key performance indicators for the six months ended June 30, 2026 and 2025:

Six Months Ended June 30,

(in thousands, except for percentages)

2026

2025

Total Customer Count(1)

2,143

2,201

New Customer Count(2)

158

123

Return Customer Count(3)

1,985

2,078

Total New Loan Origination Count(4)

2,311

2,345

Total New Loan Origination Dollars(5)

$ 969,944

$ 956,248

Net Bad Debt as a Percentage of Revenue(6)

32.2 %

28.8 %

Arranged Loan Count (7)

677

674

(1) Total Customer Count: Total number of customers associated with Finance Receivables.

(2) New Customer Count: New customers to the Company that we have not interacted with previously.

(3) Return Customer Count: Total returning customers that have been seen before at one or more of our brands.

(4) Total New Loan Origination Count: Total number of Finance Receivables originated during the period. This

metric reflects customer demand and operational scale.

(5) Total New Loan Origination Dollars: Total dollar amount of company owned loans originated. This metric indicates

the volume of credit extended and is a key driver of interest and fee income.

(6) Net Bad Debt as a Percentage of Revenue: Represents the proportion of loans deemed uncollectible relative

to total revenue. This metric reflects credit quality and collection effectiveness.

(7) Arranged Loan Count: Total number of loans originated on behalf of third-party lenders. This metric reflects

customer demand and operational scale.

Components of Results of Operations

Revenue

We derive revenue primarily from interest income,

origination fees, credit service fees, check cashing, card fees, bill payment, money transfer, and money order sales. The following are

descriptions of the principal activities from which we generate our revenue:

Finance receivable revenues

We generate finance receivable

revenues through the issuance of secured and unsecured short-term and medium-term consumer loans, which yield interest income as well

as origination fees.

Credit service fees

We generate credit service fees

through the operation of our CSO. Through this program, we provide services related to third-party lenders’ consumer loan products

by acting as a CSO on behalf of consumers in accordance with applicable state laws. Services offered under this program include credit-related

services such as arranging loans with a third-party lender. When a consumer executes an agreement with us under this program, we agree,

for a fee payable to us by the consumer, to provide certain services, one of which is to guarantee the consumer’s obligation to

repay the loan received by the consumer from the third-party lender if the consumer fails to do so. For these loans, the lender is ultimately

responsible for underwriting these consumer loans, and, if approved, establishing the loan terms. We are then responsible for assessing

whether to guarantee these loans. These guarantees represent an obligation to purchase the loan, in the event of consumer default, at

which point we would record these loans as finance receivables. We recognize revenue for the provision of credit service fees over the

loan term.

Check cashing fees

We generate check cashing fees

by charging our customers a fee for converting checks into cash. The full amount of the check cashing fee is recognized as revenue at

the time of the transaction.

Card fees

We generate card fees primarily by charging customers

various fees associated with prepaid debit cards and other card products. The Company acts as an agent for marketing prepaid debit cards

sold at our retail locations. For certain products, the Company offers prepaid cards to our customers as an optional source of funding

for loans, maintaining a pre-funded account to facilitate loading the cards.

Other revenues

We generate other revenues primarily by charging

fees for bill payment services, money transfers, fee-based third-party processing services and money orders available at our retail locations,

where the Company acts as an agent for these services. Certain adjustments are contra-revenue including a retail foot traffic agreement

with a third-party to support the offering of our product to their customers to drive sales and other program fees.

Fair value adjustment of finance receivables, net

includes charge-offs of finance receivables at fair value offset by related recovery operations, as well as changes to the fair value

of finance receivables, measured based on a discounted cash flow methodology using an internally developed model with inputs such as estimated

loss, payment activity, discount rate, and certain originating, servicing, and collection cost assumptions to estimate the fair value

of the loans.

Provision for credit losses

Provisions for credit losses include charge-offs

of loan and check cashing services offset by related recovery operations, as well as changes to the allowance for credit losses charged

to income in amounts sufficient to maintain an adequate allowance for credit losses and an adequate accrual for losses related to guaranteed

loans processed for third-party lenders under the CSO program. The factors used in assessing the overall adequacy of the allowance for

credit losses on finance receivables, the accrual for losses related to guaranteed loans made by third-party lenders and the resulting

provision for credit losses include an evaluation by product, by market based on historical loss experience, and delinquency of certain

medium-term consumer loans.

Expenses

Salaries and related expenses

Salaries and related expenses include salaries,

hourly wages, bonuses, equity-based compensation, as well as related expenses associated with medical benefits, employee benefit plans,

employer payroll taxes and other employee-related costs.

Occupancy

Occupancy costs consist of expenses associated

with operating lease expense under the terms of the related leases. Occupancy costs also include expenses related to telecommunications,

real estate taxes, rent, property insurance and utilities necessary for operations.

Advertising and marketing

Advertising and marketing expenses

represent costs incurred for producing and communicating advertising, as well as marketing over the internet.

Depreciation and amortization

Depreciation and amortization expense includes

depreciation related to fixed assets, such as buildings, equipment, furniture, and signage, as well as amortization of software and definite-lived

intangibles.

Store closure expenses

Store closure costs consist of lease termination

expenses and exiting expenses for retail locations that have closed or have been scheduled to be closed.

Acquisition expenses

Acquisition expenses represent direct expenses

related to mergers and acquisitions, including legal fees, due diligence costs, and advisory fees.

Transition services expense

Transition services expense consists

of costs incurred under a Transition Services Agreement ("TSA") following the July 2022 acquisition of Speedy Cash, Rapid Cash,

and Avio Credit businesses from CURO Immediate Holdings Corp (“CURO Acquisition”). The purpose of the TSA was to ensure the

continuity of key operational functions, facilitate a smooth integration of the acquired subsidiaries into our business, and avoid any

disruption of services to the related customers. These expenses included reimbursements to CURO for the reimbursement of certain costs

paid for or borne in support of the CURO Acquisition post-transaction. The final TSA payment was made in December 2025.

Non-cash equity-based compensation

Non-cash equity-based compensation expense includes

costs from equity awards granted to employees under the Company’s 2021 management incentive plan (“MIP”) approved by

our Board of Managers. Additionally, certain members of the Board of Managers have been granted phantom restricted unit awards to be cash

settled upon a change in control transaction. As of June 30, 2026, no compensation expense has been recognized as a change in control

transaction has not occurred.

Interest expense, net

Interest expense includes long-term debt interest

and amortization of debt issuance costs, net of small amounts of interest income from money market accounts.

Loss (gain) on store closures

Gain or loss on store closures

primarily include gains or losses on lease terminations through the release of store liabilities and any gains or losses from disposal

of property, leasehold improvements, and equipment for retail locations that have closed or have been scheduled to be closed.

Other expenses

Other expenses primarily include collateral collection

and loan processing expenses, software subscriptions, recruiting, travel, bank charges, office supplies, insurance, legal expenses and

professional fees.

(Benefit from) provision for income taxes

(Benefit from) provision for

income taxes consists primarily of the recognition of a deferred tax asset through partial release of the valuation allowance, offset

by income taxes in the various jurisdictions where we are subject to taxation.

Comparison of the six months ended June 30, 2026 and 2025

The following table sets forth a summary of our

consolidated results of operations for the period indicated, and the changes between comparative periods.

Six Months Ended June 30,

(in thousands, except for percentages)

2026

2025

$ Change

% Change

Revenues

Finance receivable revenues

$ 563,532

$ 548,650

$ 14,882

2.7 %

Credit service fees

241,976

260,123

(18,147 )

(7.0 )%

Check cashing fees

32,904

32,069

835

2.6 %

Card fees

3,418

3,543

(125 )

(3.5 )%

Other revenues

28,417

24,244

4,173

17.2 %

Total revenues, gross

870,247

868,629

1,618

0.2 %

Fair value adjustment of finance receivables

863

5,817

(4,954 )

(85.2 )%

Net charge-offs of finance receivables at fair value

(67,532 )

(54,406 )

(13,126 )

24.1 %

Fair value adjustment of finance receivables, net

(66,669 )

(48,589 )

(18,080 )

37.2 %

Provision for credit losses

(213,799 )

(201,466 )

(12,333 )

6.1 %

Total revenues, net

589,779

618,574

(28,795 )

(4.7 )%

Expenses

Salaries and related expenses

183,814

187,703

(3,889 )

(2.1 )%

Occupancy

84,363

82,725

1,638

2.0 %

Advertising and marketing

20,001

21,004

(1,003 )

(4.8 )%

Depreciation and amortization

28,479

30,899

(2,420 )

(7.8 )%

Store closure expenses

523

386

137

35.5 %

Acquisition expenses

5,230

—

5,230

100.0 %

Transition services expense

—

899

(899 )

(100.0 )%

Non-cash equity-based compensation

171

1,393

(1,222 )

(87.7 )%

Interest expense, net

82,092

87,293

(5,201 )

(6.0 )%

Gain on store closures

(2,870 )

(99 )

(2,771 )

2799.0 %

Other expenses

144,210

153,580

(9,370 )

(6.1 )%

Total expenses

546,013

565,783

(19,770 )

(3.5 )%

Income from continuing operations, before tax

43,766

52,791

(9,025 )

(17.1 )%

(Benefit from) provision for income taxes

(35,531 )

6,532

(42,063 )

(644.0 )%

Net income

79,297

46,259

33,038

71.4 %

Net loss attributable to non-controlling interest

(171 )

(1,393 )

1,222

(87.7 )%

Net income attributable to CCF Holdings

$ 79,468

$ 47,652

$ 31,816

66.8 %

Finance receivable revenues

Finance receivable revenues increased by $14.9

million, or 2.7%, to $563.5 million for the first half of 2026 from $548.7 million for the first half of 2025, due to the impact of improved

underwriting and product harmonization.

Credit service fees

Credit service fees decreased by $18.1 million,

or 7.0%, to $242.0 million during the first half of 2026 from $260.1 million during the first half of 2025, as the Company continues its

efforts to improve the performance of the portfolio through stronger underwriting, resulting in lower average loan volumes.

Check cashing fees

Check cashing fees increased by $0.8 million, or

2.6%, to $32.9 million during the first half of 2026 from $32.1 million during the first half of 2025, as higher check cashing rates offset

lower volume.

Other revenues

Other revenues increased by $4.2 million, or 17.2%,

to $28.4 million during the first half of 2026 from $24.2 million during the first half of 2025, primarily due to an agreement with an

unaffiliated third-party payment processor to resolve a previously outstanding receivable.

Fair value adjustment of finance receivables

Fair value adjustment of finance receivables decreased

by $5.0 million, or 85.2%, to $0.9 million during the first half of 2026 from $5.8 million during the first half of 2025, due to changes

in the volume of finance receivables and refining our assumptions used in the model.

Net charge-offs of finance receivables at

fair value

Net charge-offs of finance receivables at fair

value increased by $13.1 million, or 24.1%, to $67.5 million during the first half of 2026 from $54.4 million during the first half of

2025, primarily driven by an increase in finance receivables at fair value of 16.6%.

Provision for credit losses

Provision for credit losses increased by $12.3

million, or 6.1%, to $213.8 million during the first half of 2026 from $201.5 million during the first half of 2025, due to the allowance

impact of a smaller decline in receivables in the first half of 2026 compared to the first half of 2025 and a decrease in allowance rates

in 2025.

Salaries and related expenses

Salaries and related expenses decreased by $3.9

million, or 2.1%, to $183.8 million during the first half of 2026 from $187.7 million during the first half of 2025, as we realized the

benefits from headcount-related synergy savings.

Occupancy

Occupancy increased by $1.6 million, or 2.0%, to

$84.4 million during the first half of 2026 from $82.7 million during the first half of 2025, primarily driven by higher utilities and

maintenance costs.

Advertising and marketing

Advertising and marketing decreased by $1.0 million,

or 4.8%, to $20.0 million during the first half of 2026 from $21.0 million during the first half of 2025, primarily due to management’s

strategic allocation of marketing spend.

Depreciation and amortization

Depreciation and amortization decreased by $2.4

million, or 7.8%, to $28.5 million during the first half of 2026 from $30.9 million during the first half of 2025, driven by a decrease

in depreciation of software fixed assets acquired in prior acquisitions.

Acquisition expenses

Acquisition expenses increased to $5.2 million

during the first half of 2026 from none during the first half of 2025, due to the costs associated with the Mergers.

Interest expense, net

Interest

expense, net decreased by $5.2 million or 6.0%, to $82.1 million during the first half of 2026 from $87.3 million during the first half

of 2025, primarily driven by lower debt utilization and reduced variable debt cost due to a decline in the Secured Overnight Financing

Rate.

Gain on store closures

Gain

on store closures was $2.9 million during the first half of 2026 due to a one-time gain on store lease liabilities.

Other expenses

Other

expenses decreased by $9.4 million, or 6.1%, to $144.2 million during the first half of 2026 from $153.6 million during the first half

of 2025, primarily due to reductions in Collateral Collection Expenses resulting from process improvements as well as reductions in travel

expenses and professional fees.

(Benefit from) provision for income taxes

Income

tax benefit increased by $42.1 million, or 644.0%, to $35.5 million during the first half of 2026 from an income tax expense of $6.5 million

during the first half of 2025, primarily driven by the recognition of a deferred tax asset in 2026 where our evaluation in the first quarter

of 2026 concluded that it was more likely than not that substantially all of our U.S. federal and state deferred tax assets will be realizable.

Credit Quality of Finance Receivables

Our finance receivables consist of short-term and

medium-term secured and unsecured consumer loans. We account for our finance receivables at amortized cost for all consumer loans through

June 30, 2024. On July 1, 2024, we elected the FVO for all newly originated loans under medium-term secured and medium-term unsecured

products, excluding products tied to a line of credit and any third-party lender products under a CSO program. The FVO portfolio is measured

based on a discounted cash flow methodology. Loss and payment activity and certain cost assumptions are determined using respective historical

data and include consideration of recent trends and anticipated future performance. Future cash flows are discounted using a rate of return

that we believe is reflective of the market. The fair value adjustment of finance receivables recognized in earnings was $0.9 million

and $5.8 million for the six months ended June 30, 2026 and 2025, respectively.

We monitor the performance of our finance receivables

as our results of operations are influenced by the credit quality of our finance receivables portfolio. We consider the delinquency status

of the finance receivables as a key credit quality indicator and evaluate the credit quality of our consumers based on the aging status

of the loan and payment activity. As part of our credit risk management activities, we actively monitor the migration between the delinquency

buckets and changes in the delinquency trends to manage exposure to credit risk in the portfolio. Depending upon the product, our policy

generally requires balances be charged off when accounts are either thirty, sixty, or ninety days past due.

The following tables include financial information

of our finance receivables. Delinquency metrics include principal, interest and fees that are past due as of the period presented:

As of June 30, 2026

(in thousands, except for percentages)

Finance

Receivables at

Amortized Cost

Finance

Receivables at

Fair Value

Finance receivable balances:

Finance receivables at amortized cost(1)

$ 515,166

—

Finance receivables at fair value(2)

—

$ 266,539

Delinquencies:

> 30 days delinquent

55,739

49,336

> 30 days delinquent as a % of finance receivable balance

10.8 %

18.5 %

As of December 31, 2025

(in thousands, except for percentages)

Finance

Receivables at

Amortized Cost

Finance

Receivables at

Fair Value

Finance receivable balances:

Finance receivables at amortized cost(1)

$ 545,648

—

Finance receivables at fair value(2)

—

$ 273,223

Delinquencies:

> 30 days delinquent

64,644

28,646

> 30 days delinquent as a % of finance receivable balance

11.8 %

10.5 %

(1) Finance receivables at amortized cost is inclusive of unearned advanced fees and deferred loan origination

costs.

(2) Finance receivables at fair value is inclusive of fair value adjustments to the aggregate principal balance

described in Note 3 and Note 16 of the consolidated financial statements included as Exhibit 99.1 to this Current Report on Form 8-K/A.

We estimate and record an allowance for credit

losses associated with our portfolio of finance receivables at amortized cost. Our methodology to estimate the expected lifetime credit

losses uses relevant past events, current expectations related to economic conditions, and reasonable and supportable forecasts. Our allowance

for credit losses may fluctuate based on changes in portfolio growth, credit quality, and economic conditions.

The total changes to the allowance for credit losses

for the periods indicated were as follows:

Six Months Ended June 30,

(in thousands, except percentages)

2026

2025

Allowance for credit losses:

Beginning of period

$ 115,540

$ 114,865

Provision for credit losses

147,665

154,229

Charge-offs, net(1)

(158,319 )

(163,717 )

End of period

$ 104,886

$ 105,377

Allowance as a % of finance receivables at amortized cost

20.4 %

20.0 %

(1) Charge-offs, net is net of recoveries.

We apply the FVO method of accounting for certain

new medium-term loan originations. Changes in the fair value of finance receivables for the periods indicated were as follows:

Six Months Ended June 30,

(in thousands)

2026

2025

Finance receivables at fair value(1):

Beginning of period

$ 273,223

$ 201,795

Originations

279,614

263,584

Repayments

(219,629 )

(191,137 )

Charge-offs, net(2)

(67,532 )

(54,406 )

Net change in fair value

863

5,817

End of period

$ 266,539

$ 225,653

(1) Finance receivables at fair value is inclusive of fair value adjustments to the aggregate principal balance

described in Note 3 and Note 16 of the consolidated financial statements included as Exhibit 99.1 to this Current Report on Form 8-K/A.

(2) Charge-offs, net is net of recoveries.

Liquidity and Capital Resources

We measure liquidity in terms

of our ability to fund the cash requirements of our business operations, including working capital needs, capital expenditures, contractual

obligations, debt service, acquisitions and other commitments. These needs are met through cash flows from operations and other sources

of funding, including borrowing under our revolving credit facilities, our securitization facilities and the issuance of perpetual cumulative

convertible preferred units (the “Preferred Units”). Our primary uses of cash are funding of finance receivables, operating

expenses (e.g., salaries and related expenses and occupancy costs), capital expenditures, and servicing debt obligations.

As of June 30, 2026, we held

cash and cash equivalents of $96.8 million. Our cash and cash equivalents include cash on hand and deposits in banks. Our cash generated

from operations, along with available borrowing capacity of $49.2 million from our credit facilities as of June 30, 2026, are expected

to support our liquidity needs. Borrowing capacity is inclusive of borrowing base calculations on the credit facilities and the available

amount is contingent on these calculations.

We believe that our existing

cash, cash equivalents, and short-term investments, together with cash flows generated from operations, will be adequate to meet our liquidity

requirements for at least twelve months. However, our future capital requirements will depend on several factors, including our financial

performance, which is subject to many economic, commercial, regulatory, financial and other factors that are beyond our control. In addition,

these factors may require us to seek additional or alternative sources of capital, such as asset-specific financing, additional indebtedness,

refinancing of existing indebtedness, or asset sales.

Capitalization and Financing Activities

In addition to our debt facilities

discussed below, we have historically issued common units (the “Common Units”), which consist of Class A (the “Class

A Common Units”), Class B (the “Class B Units”), Class C (the “Class C Common Units”) and Class M (the “Class

M Common Units”), as well as phantom restricted units and Preferred Units. Holders of Preferred Units were granted specific rights,

including voting. Certain holders of Preferred Units had board observation rights. These units accrued dividends monthly at a rate of

15.0% per annum, payable at the discretion of our Board of Managers. During the six months ended June 30, 2026 and 2025, we did not issue

any Common Units. Phantom restricted units were issued to the Board of Managers, which contain an implicit vesting condition based on

a change in control event occurring.

We also issued equity-classified

warrants (“Warrants”) to holders of Class A Common Units to purchase Class A Common Units, which were originally scheduled

to expire on March 26, 2026. On March 24, 2026, certain of the Warrants were amended to extend their expiration date through the Closing

and to provide that the amended Warrants will be exercised automatically at the Closing. On March 26, 2026, Warrants to purchase 800,624

of the Company’s Class A Common Units expired. As of June 30, 2026, Warrants to purchase 8,418,687 of the Company’s Class

A Common Units remain outstanding and exercisable.

On August 11, 2026, pursuant

to the Merger Agreement, Katapult completed the business combination transaction with Aaron’s and the Company. Immediately prior

to the effective time of the Merger Agreement, all unvested units immediately vested with the change of control and the Company caused

the CCFI MIP Holders to assign, transfer and deliver to Katapult, and Katapult assumed and acquired from the CCFI MIP Holders, the CCFI

MIP Equity and Katapult issued to the CCFI MIP Holders and CCF caused the CCFI MIP Holders to acquire from Katapult shares of Katapult

Common Stock as consideration for the CCFI MIP Equity. At the effective time of the Merger Agreement, i) all of our outstanding Common

Units, Preferred Units and Phantom Units were collectively converted solely into the right to receive shares of Katapult Common Stock,

ii) shares of Katapult Common Stock became subject to our Warrants, and iii) vested Options not exercised were forfeited for no consideration.

Refer to Note 17 to the consolidated financial statements included as Exhibit 99.1 to this Current Report on Form 8-K/A for additional

details on the Merger Agreement.

Debt

We maintain a diversified portfolio

of debt instruments to support our operations, acquisitions, and strategic initiatives. These facilities include secured revolving credit

lines, term loans, and structured financing arrangements, each with specific terms, covenants, and maturity profiles. As of June 30, 2026

and December 31, 2025, our total outstanding principal across all debt facilities was approximately $1.0 billion. Each loan contains specific

terms and covenants. Covenants used and their ratios and limits vary between the debt instruments. Types of covenants found in the debt

instruments include, but are not limited to, liquidity, interest coverage ratios, leverage ratios, total earnings assets, net worth, tangible

net worth, tangible asset coverage, and maximum total debt. We are in compliance with all such debt covenants as of June 30, 2026 and

December 31, 2025. For more information on our debt agreements, please see Note 7 to the consolidated financial statements included as

Exhibit 99.1 to this Current Report on Form 8-K/A.

First Lien Facility

On March 26, 2021, we entered

into a $200.0 million asset-based secured revolving credit facility (the “First Lien Facility”) with a non-bank lender. The

facility is collateralized by cash and eligible receivables and is subject to borrowing base and concentration limits. The Draw Period

date extends through September 30, 2026, with a maturity date of September 30, 2027. Interest-only payments are made periodically with

a balloon payment at maturity. The facility has been amended multiple times to reset the maximum commitment up to $180.0 million in 2024.

The facility had a weighted average interest rate of 16.0% at June 30, 2026. As of both June 30, 2026 and December 31, 2025, $142.9 million

of principal was outstanding on the First Lien Facility. This facility was last amended on August 28, 2026 to extend the draw period and

maturity dates.

Term Loan

Additionally, on March 26, 2021,

we entered into a $20.0 million secured term loan (the “Term Loan”), which was subsequently increased to $110.8 million through

a series of amendments. The Term Loan shares collateral and covenant structures with the First Lien Facility and matures on the earlier

of September 30, 2026 or the repayment of the First Lien Facility. Key terms include interest-only payments with a balloon payment at

maturity, and amendments in 2022 and 2023 to increase the commitment and update covenants for acquisitions. The term loan has a 15.0%

interest rate per annum. As of both June 30, 2026 and December 31, 2025, $110.7 million of principal was outstanding on the Term Loan.

The Term Loan was last amended on August 28, 2026 to extend the maturity date.

PPP Loan

In August 2021, we previously

acquired 49% of the issued and outstanding shares of Creditcorp stock through a Stock Purchase Agreement and Plan of Merger (the “Creditcorp

Acquisition”) and the option to purchase the remaining 51% of the issued and outstanding shares for nominal consideration. The Creditcorp

acquisition further included control rights to direct the management, retail and online operations of Creditcorp and its subsidiaries.

As part of the Creditcorp acquisition in 2021, we assumed a $10.0 million Paycheck Protection Program Loan (“PPP Loan”)

under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The loan carries a 1% interest rate and was originally

due in May 2022. The PPP Loan is currently subject to a legal matter. Creditcorp is exploring options for repayment of the PPP loan and

has already accrued for this expense in its financial statements. Refer to Note 12 to the consolidated financial statements included as

Exhibit 99.1 to this Current Report on Form 8-K/A for additional details on the legal status of this matter. Accrued interest of $0.4

million was recorded in accounts payable and accrued liabilities as of both June 30, 2026 and December 31, 2025. As of June 30, 2026 and

December 31, 2025, $10.0 million of principal was outstanding on the PPP Loan.

Sparrow Facilities (CURO Acquisition)

To finance the CURO Acquisition,

Sparrow Purchaser, LLC, a wholly owned subsidiary of the Company, and its affiliates (collectively “Sparrow”) entered into

the following facilities on July 8, 2022:

• Sparrow Term Loan: $120.0 million term loan (the “Sparrow Term Loan”) with a 16.6% blended interest

rate (increased from 15.0%). This loan was amended in 2023 to include quarterly amortization payments of $10.0 million beginning in the

fourth quarter 2024 and has reduced the maximum principal balance to $50.0 million and $70.0 million as of June 30, 2026 and December

31, 2025, respectively. This facility matures on December 31, 2027. This facility was amended on August 10, 2026 to increase the maximum

commitment by $25.0 million to $75.0 million, update the interest rate, extend the maturity date and update the quarterly amortization

payment from $10.0 million per quarter to $1.7 million per quarter and introduced a monthly amortization payment of $0.7 million. Both,

the quarterly and monthly amortization payments, are effective for the period ending September 30, 2026 and apply as principal reductions

to specific classes of the Sparrow Term Loan.

• Sparrow Single-pay Facility: a $35.0 million single-pay facility (the “Sparrow Single-pay Facility”)

with a 15.5% interest rate (increased from 15.0%), maturing March 31, 2028. This facility was amended on July 10, 2026 to increase the

interest rate, and extend the draw period and maturity dates.

• Sparrow Multi-pay Facility: $175.0 million multi-pay facility (the “Sparrow Multi-pay Facility”)

with three tranches: Class A: 60% commitment, 13.5% interest; Class B & C: 30% and 10% commitments, respectively, 12.5% interest;

0.5% non-usage fee on undrawn amounts. This facility matures on December 31, 2028. This facility was amended on July 10, 2026 to extend

the draw period and maturity dates.

As of June 30, 2026 and December

31, 2025, the combined outstanding principal of the Sparrow facilities was $191.6 million and $220.1 million, respectively.

TMX Finance Facilities

In October 2023, we acquired TMX Finance LLC from

TMX Finance Holdings Inc., including its TitleMax, TitleBucks, and InstaLoan businesses through an Equity Purchase Agreement (the “TMX

Acquisition”). To finance the TMX Acquisition, Project Trident Purchaser, LLC, a wholly-owned subsidiary of the Company, and its

affiliates (collectively, “Project Trident”) entered into the following facilities on October 2, 2023 and swingline loan on

October 20, 2023:

• TMX ABL Credit Facility: $450.0 million asset backed secured credit facility (the “TMX ABL Credit Facility”)

with a weighted average interest rate of 12.5% at June 30, 2026, maturing August 10, 2029. This facility was amended on August 7, 2026

to extend the draw period and maturity dates.

• Trident ATL Loan: $148.3 million acquisition term loan (the “Trident ATL Loan”) with an

18.0% interest rate. This facility has a maturity date of October 2, 2028. This facility was amended on August 7, 2026 to update

certain covenants and provisions. The primary provisions were to update certain reporting requirements in preparation for the

Mergers.

• TMX Over-advance Credit Facility: $50.0 million over-advance credit facility (the “TMX Over-advance

Credit Facility”) with an 18.0% interest rate, maturing August 10, 2029. This facility was amended on August 7, 2026 to extend the

draw period and maturity dates.

• Swingline Loan: $15.0 million unsecured facility (the “Swingline Loan”) with an 18.0% interest

rate with an initial maturity date of October 20, 2024. This facility was amended on June 30, 2025 to increase the aggregate principal

amount that may be borrowed, repaid, and reborrowed to not exceed $20.0 million. This facility was amended on June 30, 2026 to extend

the maturity date to January 7, 2028.

As of June 30, 2026 and December

31, 2025, the combined outstanding principal across TMX Finance facilities was $533.1 million and $557.8 million, respectively.

Leases

We lease our facilities under

various non-cancellable agreements that require minimum annual rental payments and may include additional charges for common area maintenance.

These leases represent a significant component of our long-term obligations and impact our liquidity and capital planning. As of June

30, 2026 and December 31, 2025, we had 1,603 and 1,606 total leases, respectively. For more information on our operating and finance lease

commitments, refer to Note 10 of the consolidated financial statements included as Exhibit 99.1 to this Current Report on Form 8-K/A.

Cash dividends

We paid cash dividends of $24.9 million and $25.0

million for the six months ended June 30, 2026 and 2025, respectively, to our Preferred Units holders

and membership units held by our non-controlling interest (“NCI Units”). Also

for both June 30, 2026 and 2025, there were $4.1 million in cash

dividends declared and subsequently paid to our Preferred Units holders and NCI Units holders in July 2026 and 2025, respectively. The

Preferred Units and NCI Units accrue dividends monthly, which are payable at the direction

of our Board of Managers. Dividends for Preferred Units are payable monthly at a rate of

15% per annum. Dividends for NCI Units are payable monthly based on the calculated Preferred Units Dividends, representative of

the 20% profit interest of the non-controlling interest.

Subsequent to June 30, 2026, we declared total

combined dividends of $5.6 million to Preferred Unit holders and NCI Unit holders.

Cash Flows

Comparison of the six months

ended June 30, 2026 to the six months ended June 30, 2025

The following table summarizes our cash flows and

cash and cash equivalents and restricted cash, for the periods indicated:

Six Months Ended June 30,

(in thousands)

2026

2025

$ Change

Net cash provided by operating activities

$ 342,855

$ 304,782

$ 38,073

Net cash used in investing activities

(262,456 )

(187,870 )

(74,586 )

Net cash used in financing activities

(77,920 )

(94,490 )

16,570

Net increase in cash and cash equivalents and restricted cash

2,479

22,422

(19,943 )

Cash and cash equivalents and restricted cash, beginning of period

95,488

115,913

(20,425 )

Cash and cash equivalents and restricted cash, end of period

$ 97,967

$ 138,335

$ (40,368 )

Cash Flows from Operating Activities

Net cash provided by operating

activities increased by $38.1 million to $342.9 million for the six months ended June 30, 2026 from $304.8 million for the six months

ended June 30, 2025, primarily driven by increases in net income of $33.0 million adjusted for changes in non-cash items including additional

increases from accounts payable and accrued liabilities of $49.4 million, the fair value adjustment of finance receivables, net of $18.1

million and the provision for credit losses of $12.3 million, partially offset by increases in other assets of $64.8 million and other

changes in working capital.

Cash Flows from Investing Activities

Net cash used in investing activities

increased by $74.6 million to $262.5 million for the six months ended June 30, 2026 from $187.9 million for the six months ended June

30, 2025, primarily due to an increase in net receivables originated of $77.0 million.

Cash Flows from Financing Activities

Net cash used in financing activities

amounted to $77.9 million for the six months ended June 30, 2026, compared to $94.5 million for the six months ended June 30, 2025. The

decrease in cash used of $16.6 million was primarily driven by decreases in net repayments of debt facilities.

Contractual Obligations and

Commitments

We have entered into various commitments and contingencies

related to debt obligations, leases, employment relationships, environmental matters, and legal proceedings. For additional information

on contractual obligations and commitments, see Notes 7, 10 and 12 to the consolidated financial statements included as Exhibit 99.1 to

this Current Report on Form 8-K/A.

Unfunded Loan Commitments

We maintain a separate reserve for credit losses

on off-balance sheet credit exposures, including unfunded loan commitments, which is included in accounts payable and accrued liabilities

on the consolidated balance sheets. For additional information on unfunded loan commitments, see Note 12 to the consolidated financial

statements included as Exhibit 99.1 to this Current Report on Form 8-K/A.

Transition Service Expenses

As part of the CURO Acquisition, we entered into

a TSA whereby we agreed to reimburse CURO for certain costs post transaction which were paid for, or borne in support of, the entities

we acquired. The final TSA payment was made in December 2025. For additional information on TSA expenses, see Note 12 to the consolidated

financial statements included as Exhibit 99.1 to this Current Report on Form 8-K/A.

Litigation

We are currently a defendant in various lawsuits

and administrative proceedings wherein certain amounts are claimed or violations of law or regulations are asserted. For additional details

on litigation proceedings which may have a material adverse impact on our financial statements, see Note 12 to the consolidated financial

statements included as Exhibit 99.1 to this Current Report on Form 8-K/A.

We believe that we maintain adequate

levels of insurance coverage to address such claims and related matters, and that they will not have a significant impact on our liquidity.

Off-Balance Sheet Arrangements

We have limited agency agreements

with unaffiliated third-party lenders under the CSO program. The agreements govern the terms by which the Company refers customers to

that lender, on a non-exclusive basis, for a possible extension of credit, processes loan applications, and commits to reimburse the lender

for any loans or related fees that were not collected from such customers. The guarantee represents our obligation to purchase specific

loans that go into default. We recognized an accrual for third-party lender losses related to this obligation on our consolidated balance

sheets, which amounted to $43.0 million and $49.8 million as of June 30, 2026 and December 31, 2025, respectively. While we record liabilities

to accrue for third party lender losses, we do not record finance receivables for the underlying loans issued by third parties, which

are considered off-balance sheet arrangements. However, in the event of default by the consumers, we are obligated to purchase these finance

receivables from the issuers. Our maximum exposure to such guarantees was $215.7 million and $239.2 million as of June 30, 2026 and December

31, 2025, respectively.

Refer to Note 14 to our consolidated

financial statements included as Exhibit 99.1 to this Current Report on Form 8-K/A for discussion of accruals related to third-party credit

losses.

Critical Accounting Policies

Our consolidated financial statements

included as Exhibit 99.1 to this Current Report on Form 8-K/A have been prepared in accordance with U.S. GAAP. Preparation of the

financial statements requires us to make judgments, estimates and assumptions that impact the reported amount of net revenues and

expenses, assets and liabilities and the disclosure of contingent assets and liabilities. We consider an accounting judgment,

estimate, or assumption to be critical when the estimate or assumption is complex in nature or requires a high degree of judgment

and the use of different judgments, estimates and assumptions could have a material impact on our consolidated financial statements.

We periodically review our estimates and adjust when facts and circumstances dictate. To the extent that there are material

differences between these estimates and actual results, our financial condition or results of operations will likely be

affected.

Certain of our accounting policies require the

application of significant judgment in selecting the appropriate assumptions for calculating financial estimates. By their nature, these

judgments are subject to an inherent degree of uncertainty. See Note 1 to our consolidated financial statements included as Exhibit 99.1

to this Current Report on Form 8-K/A for additional discussion on our significant accounting policies.

Allowance for Credit Losses and Other Reserves for Third-Party

Losses

Allowance for credit losses represents our estimate

of expected losses over the life of finance receivables measured at amortized cost. Our other reserves for third-party losses associated

with the CSO product offered through unaffiliated third-party lenders represent our estimate of expected losses related to defaulted loans

subject to a guarantee. These estimates are inherently subjective and require significant judgment and rely on assumptions about future

economic conditions and evaluation of credit risk.

We estimate allowance for credit losses and other

third-party reserves using internal inputs such as historical loss experience, current conditions, delinquency, overall portfolio quality,

and current economic conditions. Changes in these variables can materially affect our allowance for credit losses.

We estimate the allowance balance

and other third-party reserves using relevant information relating to past events, current expectations related to economic conditions,

and reasonable and supportable forecasts. The Company utilizes a loss rate approach in determining its lifetime expected credit losses

primarily based on the Company’s historical loss experience. The Company’s current expected credit loss vintage model segments

its loan portfolio into monthly pools of receivables by short-term, medium-term, secured and unsecured and estimates the allowance for

credit losses by applying loss rates primarily derived from internal, historical cumulative loss experience, then adjusted by qualitative

factors to address recent and forecasted business trends. Qualitative factors considered when determining any adjustments to the historical

loss rates included, but were not limited to, contractual delinquency, the value of underlying collateral, economic and other qualitative

considerations, and our judgment. We evaluate pooling decisions and adjust as needed from time to time as risk characteristics change.

While we use the best information available to make our evaluation, future adjustments to the allowance for credit losses may be necessary

if there are significant changes in economic conditions.

Finance Receivables at Fair Value

We have elected the fair value option for our medium-term

secured and medium-term unsecured loan products, excluding line of credit and third-party lender products. We estimate the fair value

of these finance receivables using a discounted cash flow methodology. Loss and payment activity and certain originating servicing, and

collection cost assumptions are determined using respective historical data and include consideration of recent trends and anticipated

future performance. Future cash flows are discounted using a rate of return that the Company believes is reflective of the market. The

models are updated at each measurement date to capture any changes in internal factors such as nature, term, volume, payment trends, remaining

time to maturity, and portfolio mix, as well as changes in underwriting or observed trends expected to impact future performance.

The following describes the primary inputs to the

discounted cash flow analyses that require significant judgment:

Net collections rate: The net collections rate

includes all payments of principal, interest, fees, and recoveries developed using our historical experience on a portfolio vintage level

and applied to the current portfolio to determine the expected future period cash flow.

Cost assumptions: The cost assumptions include

certain acquisition, servicing, and collections costs. These costs reflect our estimate of the amount we would incur to originate as well

as service and collect the underlying assets over the assets’ remaining lives. These costs are derived from our historical experience.

Discount rate: The discount rate utilized in the

discounted cash flow model reflects our estimate of the rate of return that a market participant would require when investing in financial

instruments with similar risk and return characteristics.

Impairment of Goodwill and Long-Lived Assets

We record goodwill when the consideration paid

for a business acquisition exceeds the fair value of net tangible and intangible assets acquired. Goodwill is measured and tested

for impairment annually, and more frequently, if an event occurs or circumstances change that indicate the fair value of the reporting

unit may be below the carrying amount. We have identified that our business operates as a single operating segment and as a single reporting

unit for the purpose of goodwill impairment testing.

When facts and circumstances indicate that the

carrying value of definite-lived intangible assets may not be recoverable, we assess the recoverability of the carrying value by preparing

estimates of sales volume and the resulting profit and cash flows expected to result from the use of the asset or asset group and its

eventual disposition. If the sum of the expected future cash flows is less than the carrying amount, we recognize an impairment loss.

In order to test for goodwill impairment, we compare the fair value of the reporting unit to carrying value, including goodwill. If the

fair value of the reporting unit is lower than its carrying amount, an impairment of goodwill is recognized for the amount by which the

carrying amount exceeds the fair value.

If an evaluation of recoverability is required,

the estimated undiscounted future cash flows directly associated with the asset are compared with the asset’s carrying amount. If

the estimated future cash flows from the use of the asset are less than the carrying value, an impairment charge would be recorded to

write down the asset to its estimated fair value. Fair value is generally determined by estimates of discounted cash flows or value expected

to be realized in a third-party sale. The discount rate used in any estimate of discounted cash flows would be the rate required for a

similar investment of like risk.

Based on our evaluation, we concluded there was

no impairment on the carrying value of the Company’s goodwill as of June 30, 2026 and December 31, 2025.

We also review long-lived assets, including property,

plant, and equipment, and finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the

carrying amount of an asset or group of assets may not be fully recoverable. Such events and changes may include significant changes in

performance relative to expected operating results, significant changes in asset use, significant negative industry or economic trends,

and changes in our business strategy, among others.

Income Taxes

Deferred income taxes are recorded

to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting

amounts, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable

income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. Income

tax expense represents current tax obligations and the change in deferred tax assets and liabilities.

We recognize the tax benefit from an uncertain

tax position only if it is more-likely-than-not that the tax position will be sustained on examination by taxing authorities, based on

the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based

on the largest benefit that has greater than 50% likelihood of being realized upon ultimate settlement.

As of June 30, 2026, after evaluating all available

positive and negative evidence, including sustained profitability and anticipated future earnings, we concluded that it is more likely

than not that substantially all U.S. federal and state deferred tax assets will be realized, except for certain net operating losses related

to separate entity returns and deferred tax assets associated with intangible assets subject to built-in loss limitations. Accordingly,

we continue to maintain a valuation allowance on deferred tax assets for which realization does not meet the “more-likely-than-not”

threshold. In the first quarter of 2026, we released $42.0 million of our valuation allowance, which was recorded as a discrete income

tax benefit within the provision for (benefit from) income taxes in the consolidated statements of operations. We will continue to evaluate

the realizability of its deferred tax assets on a quarterly basis.

Interest and penalties on income taxes are charged

to other expense.

Recently Issued and Adopted Accounting Standards

See Note 1 to the consolidated

financial statements included as Exhibit 99.1 to this Current Report on Form 8-K/A for details on recently issued and adopted accounting

standards.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT

MARKET RISK

Our future income, cash flows and fair values relevant

to financial instruments are dependent upon prevailing market interest rates. Market risk refers to the risk of loss from adverse changes

in market prices and interest rates. The primary market risk we are exposed to is interest rate risk.

Interest rate risk

Our exposure to market risk from adverse changes

in interest rates is primarily associated with our loans carried at fair value and our debt instruments.

Beginning July 1, 2024, we elected the FVO for

all newly originated medium-term secured and medium-term unsecured loans, excluding products tied to a line of credit and any third-party

lender products under a CSO program. The changes in fair value are reported in the fair value adjustment of finance receivables on the

Company’s consolidated statements of operations. The fair value of the portfolio is measured based on a discounted cash flow methodology.

Future cash flows are discounted using a rate of return that the Company believes is reflective of the market. An increase of 100 basis

points to the discount rates used in our valuations would decrease the balance of finance receivables at fair value by $1.2 million at

June 30, 2026.

Market risk associated with our fixed-rate debt

relates to the potential reduction in fair value from an increase in interest rates. Market risk associated with our variable-rate debt

relates to the potential adverse effect on future earnings from an increase in interest rates.

As of both June 30, 2026 and December 31,

2025, we had $1.0 billion of current and long-term debt. Based on the underlying rates and outstanding balances at June 30, 2026, an increase

of 100 basis points in average annual interest rates would have increased the annual interest expense on our variable-rate debt and variable-rate

leases by $4.4 million.

Concentration of credit risk

We deposit cash with financial institutions, and,

at times, such balances may exceed federally insured limits. We believe the financial institutions that hold our cash and cash equivalents

are financially sound and, accordingly, minimal credit risk exists with respect to cash and cash equivalents.

EX-99.3 — EXHIBIT 99.3

EX-99.3

Filename: tm2624719d1_ex99-3.htm · Sequence: 4

Exhibit 99.3

AARON'S INTERMEDIATE

HOLDCO, INC. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS

ENDED JUNE 30, 2026 and 2025

(Unaudited)

AARON'S INTERMEDIATE

HOLDCO, INC.

TABLE OF CONTENTS

Part I: Financial Information

Item I. Financial Statements

and Supplementary Data

Condensed

Consolidated Balance Sheets

June 30, 2026 (Unaudited)

and December 31, 2025

Condensed

Consolidated Statements of Loss (Unaudited)

Six Months Ended June 30,

2026 and 2025

Condensed

Consolidated Statements of Other Comprehensive Loss (Unaudited)

Six Months Ended June 30,

2026 and 2025

Condensed

Consolidated Statements of Cash Flows (Unaudited)

Six Months Ended June 30,

2026 and 2025

Notes

to Condensed Consolidated Financial Statements (Unaudited)

AARON'S INTERMEDIATE

HOLDCO, INC.

CONDENSED CONSOLIDATED

BALANCE SHEETS

(Unaudited)

(In Thousands)

June

30, 2026

December

31, 2025

ASSETS:

Cash and Cash Equivalents

$ 112,382

$ 64,911

Accounts Receivable (net of allowances of $9,564 at June 30, 2026 and $9,345

at December 31, 2025)

50,357

33,055

Loans Receivable, Net

1,043

1,881

Lease Merchandise (net of accumulated depreciation and allowances

of $246,548 at June 30, 2026 and $141,927 at December 31, 2025)

610,539

650,839

Merchandise Inventories, Net

71,155

84,280

Property, Plant and Equipment, Net

143,745

140,655

Operating Lease Right-of-Use Assets

367,016

375,169

Income Tax Receivable

1,701

9,467

Prepaid Expenses and Other Assets

67,246

80,217

Assets Held for Sale

2,614

2,024

Total Assets

$ 1,427,798

$ 1,442,498

LIABILITIES & SHAREHOLDERS' EQUITY:

Accounts Payable and Accrued Expenses

$ 279,265

$ 276,442

Deferred Income Taxes Payable

35,543

41,644

Customer Deposits and Advance Payments

56,251

62,303

Operating Lease Liabilities

388,138

394,681

Debt

680,121

648,105

Total Liabilities

1,439,318

1,423,175

Commitments and Contingencies (Note 5)

SHAREHOLDERS' (DEFICIT) / EQUITY:

Common Stock: $0.01 par, 1,000,000 authorized, 100 issued and outstanding

at June 30, 2026 and December 31, 2025

—

Additional Paid-in Capital

95,767

Retained Losses

(105,876 )

(75,274 )

Accumulated Other Comprehensive Loss

(1,411 )

(1,170 )

Total Shareholders' (Deficit) / Equity

(11,520 )

19,323

Total Liabilities & Shareholders' (Deficit) / Equity

$ 1,427,798

$ 1,442,498

The accompanying

notes are an integral part of the Condensed Consolidated Financial Statements.

AARON'S

INTERMEDIATE HOLDCO, INC.

CONDENSED CONSOLIDATED

STATEMENTS OF LOSS

(Unaudited)

Six Months Ended June

30,

2026

2025

(In Thousands)

REVENUES:

Lease Revenues and Fees

$ 691,871

$ 683,553

Retail Sales

247,558

276,719

Non-Retail Sales

34,041

37,679

Franchise Royalties and Other Revenues

12,526

11,941

985,996

1,009,892

COSTS OF REVENUES:

Depreciation of Lease Merchandise and Other Lease Revenue Costs

230,206

227,846

Retail Cost of Sales

185,814

214,637

Non-Retail Cost of Sales

27,535

30,505

443,555

472,988

GROSS PROFIT

542,441

536,904

OPERATING EXPENSES:

Personnel Costs

223,220

241,908

Other Operating Expenses, Net

234,501

221,721

Provision for Lease Merchandise Write-Offs

44,971

29,219

Restructuring Expenses, Net

3,921

5,887

Acquisition-Related Costs

7,628

5,085

514,241

503,820

OPERATING PROFIT

28,200

33,084

Interest Expense

(59,758 )

(53,462 )

Other Non-Operating Income, Net

361

277

LOSS BEFORE INCOME TAXES

(31,197 )

(20,101 )

INCOME TAX BENEFIT

(7,200 )

(9,580 )

NET LOSS

$ (23,997 )

$ (10,521 )

The accompanying

notes are an integral part of the Condensed Consolidated Financial Statements.

AARON'S INTERMEDIATE

HOLDCO, INC.

CONDENSED CONSOLIDATED

STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

Six Months Ended June

30,

(In Thousands)

2026

2025

Net Loss

$ (23,997 )

$ (10,521 )

Other Comprehensive (Loss) Income

Foreign Currency

Translation Adjustment, net of Tax1

(241 )

629

Total Other Comprehensive (Loss) Income

(241 )

629

Comprehensive Loss

$ (24,238 )

$ (9,892 )

The tax effect to the Foreign Currency Translation Adjustment for the six months ended June 30, 2026 and 2025 was not significant.

The accompanying

notes are an integral part of the Condensed Consolidated Financial Statements.

AARON'S INTERMEDIATE

HOLDCO, INC.

CONDENSED CONSOLIDATED

STATEMENTS OF CASH FLOWS

(Unaudited)

Six Months Ended June

30,

(In Thousands)

2026

2025

OPERATING ACTIVITIES:

Net Loss

$ (23,997 )

$ (10,521 )

Adjustments to Reconcile Net Loss to Net

Cash Provided by (Used in) Operating Activities:

Depreciation of Lease Merchandise

224,570

224,195

Other Depreciation and Amortization

23,504

22,965

Provision for Lease Merchandise Write-Offs

44,971

29,219

Accounts Receivable Provision

21,797

19,584

Deferred Income Taxes

(7,503 )

(15,892 )

Impairment of Assets

385

2,211

Non-Cash Lease Expense

62,983

53,884

Other Changes, Net

11,206

7,797

Changes in Operating Assets and Liabilities:

Lease Merchandise

(230,320 )

(266,909 )

Merchandise Inventories

13,125

(2,889 )

Accounts Receivable

(39,100 )

(19,338 )

Prepaid Expenses and Other Assets

14,143

(5,245 )

Income Tax Receivable

7,766

5,643

Operating Lease Right-of-Use Assets and Liabilities

(61,756 )

(57,847 )

Accounts Payable and Accrued Expenses

11,511

(21,883 )

Customer Deposits and Advance Payments

(6,052 )

(5,574 )

Cash Provided by (Used in) Operating Activities

67,233

(40,600 )

INVESTING ACTIVITIES:

Purchases of Property, Plant & Equipment

(15,302 )

(23,666 )

Proceeds from Dispositions of Property, Plant, and Equipment

1,282

6,563

Proceeds from Disposition of Business

—

17,719

Acquisitions of Customer Agreements

(112 )

—

Advances on Loans Receivable

(200 )

(1,382 )

Proceeds from Loans Receivable

718

1,802

Cash (Used in) Provided by Investing Activities

(13,614 )

1,036

FINANCING ACTIVITIES:

Repayments on Finance Lease Obligations

(1,218 )

(456 )

Proceeds from Credit Facilities

268,358

319,285

Repayments on Credit Facilities

(213,115 )

(306,177 )

Payment for Extinguishment of Debt

(36,331 )

—

Collateral Benefactor Agreement Advance

—

(19,998 )

Dividends Paid

(15,353 )

(2,586 )

Debt Issuance Costs

(8,389 )

(1,121 )

Cash Used in Financing Activities

(6,048 )

(11,053 )

EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS, AND RESTRICTED

CASH

(100 )

Increase (Decrease) in Cash, Cash Equivalents, and Restricted

Cash

47,471

(50,595 )

Cash, Cash Equivalents, and Restricted Cash

at Beginning of Period

70,087

87,670

Cash and Cash Equivalents at End of Period:

Cash and Cash Equivalents

112,382

30,474

Restricted Cash included in Prepaid Expenses

and Other Assets

5,176

6,601

Total Cash, Cash Equivalents, and Restricted Cash at End of

Period

$ 117,558

$ 37,075

The accompanying

notes are an integral part of the Condensed Consolidated Financial Statements.

AARON'S INTERMEDIATE HOLDCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1: BUSINESS

AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Overview

Description

of Business

Aaron's Intermediate

Holdco, Inc., (the "Company"), a Delaware corporation and wholly owned subsidiary of IQV Holdco, LLC, a Delaware limited liability

company ("IQV", or "IQV Holdco"), wholly owns The Aaron's Company, Inc. ("The Aaron's Company"), a leading,

technology-enabled, omnichannel provider of lease-to-own ("LTO") and retail purchase solutions of furniture, electronics, appliances,

and other home goods across its brands: Aaron's, BrandsMart U.S.A. ("BrandsMart"), and BrandsMart Leasing ("BML").

The Aaron's brand

and BrandsMart Leasing (collectively referred to as the "Aaron's Business") provide consumers with LTO and retail purchase

solutions through the Company's Aaron's stores in the United States and Canada and the aarons.com e-commerce platform. Aaron's also supports

franchisees of its Aaron's stores. BML offers lease-to-own solutions to BrandsMart customers. As previously announced, following June

30, 2026 and prior to the consummation of the Mergers

(as defined below)

on August 11, 2026, the Company ceased originating new BrandsMart Leasing agreements. The Company continues to service and recognize

revenue from BrandsMart Leasing agreements outstanding as of the cessation date in accordance with their terms.

BrandsMart is a leading

appliance and consumer electronics retailer in the southeast United States and one of the largest appliance retailers in the country

with stores in Florida and Georgia and an e-commerce presence on brandsmartusa.com and other internet marketplaces.

On December 11, 2025,

the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Katapult Holdings, Inc.,

Katapult Merger Sub 1, Inc., a Delaware corporation and wholly-owned indirect subsidiary of Katapult (“Merger Sub 1”), Katapult

Merger Sub 2, LLC, a Delaware limited liability company and wholly-owned indirect subsidiary of Katapult (“Merger Sub 2”),

CCF Holdings LLC, a Delaware limited liability company (“CCFI”). The transaction (the “Mergers”) closed on August

11, 2026.

Basis of Presentation

The accompanying condensed

consolidated financial statements as of and for the six months ended June 30, 2026, and the comparable prior-year period, reflect the

financial position, results of operations, and cash flows of the Company and its wholly owned subsidiaries, with intercompany balances

and transactions eliminated, and have been prepared in accordance with U.S. GAAP. On June 16, 2024, the Company entered into

an Agreement and Plan of Merger pursuant to which IQVentures Holdings, LLC acquired The Aaron’s Company; the transaction was approved

by shareholders on September 25, 2024, and closed on October 3, 2024, at which time the Company became a wholly owned

subsidiary of IQVentures Holdings, LLC, followed by a transfer of all equity interests to IQV Holdco (collectively, the “Go Private

Transaction”). The Company elected pushdown accounting and applied the IQV's basis of accounting, reflecting the fair value of

the Company’s assets and liabilities as of the Go Private Transaction date, unless otherwise required by U.S. GAAP.

The preparation of

the Company's condensed consolidated financial statements in conformity with U.S. GAAP for interim financial information requires management

to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results

could differ from those estimates.

The accompanying unaudited

condensed consolidated financial statements do not include all information required by U.S. GAAP for complete financial statements. In

the opinion of management, all adjustments considered necessary for a fair statement have been included in the accompanying unaudited

condensed consolidated financial statements. These financial statements should be read in conjunction with the financial statements and

notes thereto included in the 2025 audited consolidated financial statements. The results of operations for the six months ended June

30, 2026 are not necessarily indicative of operating results that may be achieved for an other interim period or for the full year.

AARON'S INTERMEDIATE HOLDCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Accounting

Policies and Estimates

See Note 1 to the

2025 audited consolidated financial statements for expanded discussion of accounting policies and estimates.

Revenue Recognition

The Company provides

lease and retail merchandise, consisting of appliances, electronics, furniture, and other home goods to its customers for lease under

certain terms agreed to by the customer and through retail sales. The Company's Aaron's stores, aarons.com e-commerce platform, and BrandsMart

Leasing components of the Aaron's Business offer leases with flexible ownership plans that can be generally renewed weekly, bi-weekly,

semi-monthly, or monthly up to 24 months. The Aaron's Business also earns revenue from the sale of merchandise to customers and Aaron's

franchisees, and earns ongoing revenue from Aaron's franchisees in the form of royalties and through fees for advertising efforts that

benefit the franchisees.

The Company's BrandsMart

stores and related brandsmartusa.com e-commerce platform offer the sale of merchandise directly to its customers via retail sales.

See Note 3 to these

condensed consolidated financial statements for further information regarding the Company's revenue recognition policies and disclosures.

Lease Merchandise

The Company’s

lease merchandise is recorded at the lower of depreciated cost, including overhead costs from our distribution centers, or net realizable

value. The Company begins depreciating furniture and appliances at the earlier of the lease date or 24 months and one day from its purchase,

while all other lease merchandise begins depreciating at the earlier of when the merchandise is leased to the customer or 12 months and

one day from its purchase. Lease merchandise fully depreciates over the lease agreement period when on lease, generally 12 to 24 months,

and generally 36 months when not on lease. Depreciation is accelerated upon early payout.

The following is a

summary of lease merchandise, net of accumulated depreciation and allowances:

(In Thousands)

June

30, 2026

December

31, 2025

Merchandise on Lease, net of Accumulated Depreciation

and Allowances

$ 423,045

$ 445,449

Merchandise Not on Lease, net of Accumulated

Depreciation and Allowances

187,494

205,390

Lease Merchandise, net of Accumulated

Depreciation and Allowances

$ 610,539

$ 650,839

The Aaron's store-based

operations' policies require weekly merchandise counts at its store-based operations, which include write-offs for unsalable, damaged,

or missing merchandise inventories. Monthly cycle counting procedures are performed at the Aaron's distribution centers. The Company

also monitors merchandise levels and mix by division, store, and distribution center, as well as the average age of merchandise on hand.

If obsolete merchandise cannot be returned to vendors, its carrying amount is adjusted to its net realizable value or written off. Generally,

all merchandise not on lease is available for lease or sale. On a monthly basis, all damaged, lost or unsalable merchandise identified

is written off and is included as a component of the provision for lease merchandise write-offs in the accompanying condensed consolidated

statements of loss.

The Company records

a provision for write-offs using the allowance method, which is included within lease merchandise, net within the condensed consolidated

balance sheets. The allowance method for lease merchandise write-offs estimates the merchandise losses incurred but not yet identified

by management as of the end of the accounting period based primarily on historical write-off experience. Other qualitative factors are

considered in estimating the allowance, such as seasonality and the impacts of uncertainty surrounding inflationary and other economic

pressures in the current macroeconomic environment. Therefore, actual lease merchandise write-offs could differ from the allowance. The

provision for write-offs is included in provision for lease merchandise write-offs in the accompanying condensed consolidated statements

of loss. The Company writes off lease merchandise on lease agreements that are 60 days or more past due on pre-determined dates twice

monthly. The Company writes off lease merchandise on lease agreements for its BrandsMart Leasing operations that are 90 days or more

past due on pre-determined dates twice monthly.

AARON'S INTERMEDIATE HOLDCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table

shows the components of the allowance for lease merchandise write-offs, which is included within lease merchandise, net in the condensed

consolidated balance sheets:

Six Months Ended June

30,

(In Thousands)

2026

2025

Beginning Balance

$ 11,554

$ 13,172

Merchandise Written off, net of Recoveries

(45,868 )

(28,858 )

Provision for Write-offs

44,971

29,219

Ending Balance

$ 10,657

$ 13,533

Merchandise

Inventories

The Company’s

merchandise inventories are stated at the lower of weighted average cost or net realizable value, and consist entirely of merchandise

held for sale by BrandsMart. In-bound freight-related costs from vendors, net of allowances and vendor rebates, are included as part

of the net cost of merchandise inventories. Costs associated with storing and transporting merchandise inventories to our retail stores

are expensed as incurred and included within retail cost of sales in the condensed consolidated statements of loss.

The Company periodically

evaluates aged and distressed inventory and establishes an inventory markdown which represents the excess of the carrying value over

the amount the Company expects to realize from the ultimate sale of the inventory. Markdowns establish a new cost basis for the inventory

and are recorded within retail cost of sales within the condensed consolidated statements of loss. The write-offs of merchandise inventories

associated with the Company's cycle and physical inventory count processes are also included within retail cost of sales in the condensed

consolidated statements of loss. The Company records an inventory reserve for the anticipated loss associated with selling inventories

below cost. This reserve is based on management’s current knowledge with respect to inventory levels, sales trends, and historical

experience selling or disposing of aged or obsolete inventory.

The following is a

summary of merchandise inventories, net of allowances:

(In Thousands)

June 30, 2026

December 31, 2025

Merchandise Inventories, gross

$ 73,168

$ 85,837

Reserve for Merchandise Inventories

(2,013 )

(1,557 )

Merchandise Inventories, net

$ 71,155

$ 84,280

The following table shows the components

of the reserve for merchandise inventories:

Six Months Ended June

30,

(In Thousands)

2026

2025

Beginning Balance

$ 1,557

$ 947

Merchandise Written off

(348 )

(335 )

Provision for Write-offs

804

893

Ending Balance

$ 2,013

$ 1,505

AARON'S INTERMEDIATE HOLDCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Advertising

Advertising production

costs are initially recognized as a prepaid advertising asset and are expensed when an advertisement appears for the first time. The

prepaid advertising asset was $0.8 million and $0.2 million at June 30, 2026 and December 31, 2025, respectively, and is reported

within prepaid expenses and other assets on the condensed consolidated balance sheets.

Total advertising

costs are classified within other operating expenses, net in the condensed consolidated statements of loss. These advertising costs are

presented net of cooperative advertising considerations received from vendors, which represents reimbursement of specific, identifiable

and incremental costs incurred in selling those vendors’ products, and are recorded as a reduction of advertising costs.

The following table

shows total advertising costs, net of cooperative advertising considerations:

Six Months Ended June

30,

(In Thousands)

2026

2025

Advertising Costs, Gross

$ 37,191

$ 34,848

Less: Cooperative Advertising Considerations

(13,399 )

(16,517 )

Advertising Costs, Net

$ 23,792

$ 18,331

Acquisition-Related

Costs

Acquisition-related

costs of $7.6 million and $5.1 million were incurred for the six months ended June 30, 2026 and 2025 respectively, and primarily

represent third-party consulting and legal fees related to the upcoming transaction.

Cash and Cash

Equivalents

The Company classifies

as cash equivalents any highly liquid investments that have maturity dates of three months or less at the time they are purchased. The

Company maintains its cash and cash equivalents at various banks. Bank balances may exceed coverage provided by the Federal Deposit Insurance

Corporation ("FDIC"). However, due to the size and strength of the banks in which balances that exceed the FDIC coverage are

held, any exposure to loss is believed to be minimal. Cash and cash equivalents also includes amounts in transit due from financial institutions

related to credit card and debit card transactions, which generally settle within three business days from the original transaction.

Supplemental

Cash Flow Information

The following table

shows supplemental cash flow information:

Six Months Ended June

30,

(In Thousands)

2026

2025

Net Cash Paid (Received) During the Six Months Ended:

Interest

$ 55,349

$ 46,369

Income Taxes

$ (7,331 )

$ 720

AARON'S INTERMEDIATE HOLDCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Accounts Receivable

Accounts receivable

consist primarily of receivables due from customers on lease agreements, corporate receivables incurred during the normal course of business

(primarily for vendor consideration and third-party warranty providers) and franchisee obligations.

Accounts receivable,

net of allowances, consist of the following:

(In Thousands)

June 30, 2026

December 31, 2025

Customers

$ 13,059

$ 8,255

Corporate

26,734

12,355

Franchisee

10,564

12,445

$ 50,357

$ 33,055

The Company maintains

an accounts receivable allowance for the Aaron's Business customer lease agreements, under which its policy is to record a provision

for returns and uncollectible contractually due renewal payments based on historical payments experience, which is recognized as a reduction

of lease revenues and fees within the condensed consolidated statements of loss. Other qualitative factors are considered in estimating

the allowance, such as current and forecasted business trends. The Company writes off customer lease receivables for its Aaron's Business

operations that are 60 days or more past due on pre-determined dates twice monthly. The Company writes off customer lease receivables

for its BrandsMart Leasing operations that are 90 days or more past due on pre-determined dates twice monthly.

The Company also maintains

an allowance for outstanding franchisee accounts receivable. The Company's policy is to estimate future losses related to certain franchisees

that are deemed to have a higher risk of non-payment and record an allowance for these estimated losses. The estimated allowance on franchisee

accounts receivable includes consideration of the financial position of each franchisee and qualitative consideration of potential losses

associated with uncertainties impacting the franchisee's ability to satisfy their obligations. Uncertainties include inflationary and

other economic pressures in the current macroeconomic environment. Accordingly, actual accounts receivable write-offs could differ from

the allowance. The provision for uncollectible franchisee accounts receivable is recorded as bad debt expense in other operating expenses,

net within the condensed consolidated statements of loss.

The allowance related

to corporate receivables is not significant as of June 30, 2026 and December 31, 2025.

The following table

shows the components of the accounts receivable allowance:

Six Months Ended June

30,

(In Thousands)

2026

2025

Beginning Balance

$ 9,345

$ 9,385

Accounts Written Off, net of Recoveries

(21,578 )

(19,780 )

Accounts Receivable Provision

21,797

19,584

Ending Balance

$ 9,564

$ 9,189

The following table shows the components

of the accounts receivable provision, which includes amounts recognized for bad debt expense and the provision for returns and uncollectible

renewal payments:

Six Months Ended June

30,

(In Thousands)

2026

2025

Bad Debt Expense (Recovery)

$ 87

$ (563 )

Provision for Returns and Uncollectible

Renewal Payments

21,710

20,147

Accounts Receivable Provision

$ 21,797

$ 19,584

AARON'S INTERMEDIATE HOLDCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Loans Receivable

As part of the Go

Private Transaction, the Company established a line of credit for a U.S. franchisee with a commitment of $0.8 million and a line of credit

for a Canadian franchisee with a commitment of $2.5 million to provide financing for franchisee operations. Both lines of credit bear

interest at the prime rate plus 4%. The U.S. franchisee line of credit matured on March 31, 2025, at which time all outstanding

principal was repaid and the agreement was terminated. The Canadian franchisee line of credit matures on March 30, 2030.

In addition, on January 21, 2025,

the Company entered into a promissory note with a U.S. franchisee with a principal amount of $0.4 million, bearing interest at the prime

rate plus 4%, with all outstanding principal and interest due on June 25, 2028. On October 8, 2025, the Company entered

into an additional promissory note with a U.S. franchisee with a principal amount of $0.4 million, bearing interest at 11.25%, with all

outstanding principal and interest due on September 30, 2026.

Amounts outstanding

under these arrangements totaled $1.0 million and $1.9 million, and are classified within Loans Receivable, Net as of June 30, 2026

and December 31, 2025, respectively.

Prepaid Expenses

and Other Assets

Prepaid expenses and

other assets consist of the following:

(In Thousands)

June

30, 2026

December

31, 2025

Prepaid Expenses

$ 13,310

$ 12,398

Insurance Related Assets

23,886

24,844

Deferred Tax Assets

8,725

7,323

Restricted Cash1

5,176

Other Assets

16,149

30,476

$ 67,246

$ 80,217

1 Amounts

as of June 30, 2026 and December 31, 2025 include restricted cash of $2.2 million

held as collateral for the Company's letters of credit, $1.4 million held as collateral for

the Company's travel credit card programs, and $1.6 million held as collateral for BrandsMart's

workers' compensation and general liability insurance policies.

Accumulated Other Comprehensive

Loss

Changes in accumulated

other comprehensive loss ("AOCI") by component as of June 30, 2026 and 2025 are summarized below:

Six

Months Ended June 30, 2026

(In Thousands)

Foreign

Currency

Balance at December 31, 2025

$ (1,170 )

Other Comprehensive Income, net of Tax

(241 )

Balance at June 30, 2026

$ (1,411 )

Six

Months Ended June 30, 2025

Foreign

Currency

Balance at December 31, 2024

$ (1,769 )

Other Comprehensive Income, net of Tax

629

Balance at June 30, 2025

$ (1,140 )

AARON'S INTERMEDIATE HOLDCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses

consist of the following:

(In Thousands)

June

30, 2026

December

31, 2025

Accounts Payable

$ 137,545

$ 122,439

Estimated Claims Liability Costs

62,361

57,964

Accrued Salaries and Benefits

25,696

33,462

Accrued Real Estate and Sales Taxes

22,678

24,055

Other Accrued Expenses and Liabilities

30,985

38,522

$ 279,265

$ 276,442

Sales Taxes

The Company applies

the net basis for sales taxes imposed on goods and services in the condensed consolidated statements of loss. The Company is required

by the applicable governmental authorities to collect and remit sales taxes. Accordingly, such amounts are charged to the customer, collected,

and remitted directly to the appropriate jurisdictional entity.

Estimated

Claims Liability Costs

Estimated claims liability

costs are accrued primarily for workers compensation and vehicle liability at the Aaron's Business entity level as well as general liability

and group health insurance benefits provided to team members. These liabilities are recorded within estimated claims liability costs

within accounts payable and accrued expenses in the condensed consolidated balance sheets. Estimates for these claims liabilities are

made based on actual reported but unpaid claims and actuarial analysis of the projected claims run off for both reported and incurred

but not reported claims. This analysis is based upon an assessment of the likely outcome or historical experience and considers a variety

of factors, including the actuarial loss forecasts, company-specific development factors, general industry loss development factors and

third-party claim administrator loss estimates of individual claims.

The Company makes

periodic prepayments to its insurance carriers to cover the projected claims run off for both reported and incurred but not reported

claims, considering its retention or stop loss limits. In addition, we have prefunding balances on deposit and other insurance receivables

with the insurance carriers which are recorded within prepaid expenses and other assets in our condensed consolidated balance sheets.

Shareholders'

(Deficit) / Equity

Changes in stockholders'

equity for the six months ended June 30, 2026 and 2025 are as follows:

Treasury

Stock

Common

Stock

Additional

Paid-in

Retained

Accumulated

Other

Comprehensive

Total

Shareholders'

(In

Thousands, Except Per Share)

Amount

Capital

Earnings

Loss

(Deficit)

Balance at December 31, 2025

—

100

—

$ 95,767

$ (75,274 )

$ (1,170 )

$ 19,323

Net Loss

—

(23,997 )

—

(23,997 )

Foreign Currency Translation Adjustment

—

(241 )

Dividend1

—

(6,605 )

—

(6,605 )

Balance at June 30, 2026

—

100

—

$ 95,767

$ (105,876 )

$ (1,411 )

$ (11,520 )

AARON'S INTERMEDIATE HOLDCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Treasury

Stock

Common

Stock

Additional

Paid-in

Retained

Accumulated

Other

Comprehensive

Total

Shareholders'

(In

Thousands, Except Per Share)

Amount

Capital

Earnings

Loss

' Equity

Balance at December 31, 2024

—

$ —

100

$ —

$ 94,909

$ (8,970 )

$ (1,769 )

$ 84,170

Net Loss

—

(10,521 )

—

(10,521 )

Measurement Period Adjustment

—

(2,209 )

—

(2,209 )

Foreign Currency Translation Adjustment

—

629

Dividend1

—

(5,239 )

—

(5,239 )

Balance at June 30, 2025

—

100

—

92,700

(24,730 )

(1,140 )

66,830

1Dividends

declared and unpaid at June 30, 2026 and 2025 total $0.9 million and $4.4 million, respectively.

Fair Value Measurement

Fair value is defined as the price that

would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement

date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies

used to measure fair value:

Level 1—Valuations

based on quoted prices for identical assets and liabilities in active markets.

Level 2—Valuations

based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in

active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are

observable or can be corroborated by observable market data.

Level 3—Valuations

based on unobservable inputs reflecting management’s own assumptions, consistent with reasonably available assumptions made by

other market participants. These valuations require significant judgment.

The fair values of the Company's assets

and liabilities as of June 30, 2026 and December 31, 2025 are further described in Note 2 to these condensed consolidated financial

statements.

AARON'S INTERMEDIATE HOLDCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Recent Accounting Pronouncements

Adopted

In November 2024, the FASB issued an

accounting pronouncement (ASU 2024-04) related to induced conversions of convertible debt instruments. The amendments in this update

clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced

conversions rather than as debt extinguishments. This update is effective for annual periods beginning after December 15, 2025, including

interim periods within those fiscal years, though early adoption is permitted. The Company adopted this pronouncement effective January

1, 2026, and it did not have a material effect on our condensed consolidated financial statements.

In July 2025, the FASB issued an accounting

pronouncement (ASU) 2025-05 related to the measurement of credit losses for accounts receivable and contract assets. The amendments provide

(1) all entities with a practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining

life of the assets and (2) entities other than public business entities with an accounting policy election to consider collection activity

after the balance sheet date when estimating expected credit losses for current accounts receivable and current contract assets arising

from transactions accounted for under Topic 606. This update is effective for annual periods beginning after December 15, 2025, and interim

reporting periods within those annual reporting periods. The Company adopted this pronouncement effective January 1, 2026, and it did

not have a material effect on our condensed consolidated financial statements.

Effective in Future Periods

In December 2023, the FASB issued an

accounting pronouncement (ASU 2023-09) related to income tax disclosures, which enhances the transparency and decision usefulness of

income tax disclosures, primarily related to rate reconciliation and income taxes paid. The guidance is effective for annual periods

beginning after December 15, 2025 for private entities, with early adoption permitted. Accordingly, the amendments would be first applicable

to the Company’s year-end 2026 financial statements and are not applicable to the interim period ended June 30, 2026.

In October 2023, the FASB issued an

accounting pronouncement (ASU 2023-06) related to disclosure or presentation requirements for various subtopics in the FASB’s Accounting

Standards Codification ("Codification"). The amendments in the update are intended to align the requirements in the Codification

with the U.S. Securities and Exchange Commission's ("SEC") regulations and facilitate the application of GAAP for all entities.

The effective date for each amendment is the date on which the SEC removal of the related disclosure requirement from Regulation S-X

or Regulation S-K becomes effective, or if the SEC has not removed the requirements by June 30, 2027, this amendment will be removed

from the Codification and will not become effective for any entity. Early adoption is prohibited. We are assessing the impact on our

condensed consolidated financial statements.

In November 2024, the FASB issued an

accounting pronouncement (ASU 2024-03) related to the reporting of comprehensive income - expense disaggregation disclosures. The amendments

in this update creates new qualitative and quantitative income statement expense disclosure requirements for public business entities

("PBE")s, primarily through disaggregated disclosures of certain expense captions into specific categories within the footnotes

to the financial statements. The new standard is effective for fiscal years beginning after December 15, 2026 and interim reporting periods

beginning after December 15, 2027. The amendments of this standard should be applied prospectively, with retrospective application permitted.

Early adoption is also permitted. The Company is evaluating the impact of this ASU but does not expect these amendments to have a material

effect on the consolidated financial statements.

AARON'S INTERMEDIATE HOLDCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 2: FAIR VALUE MEASUREMENT

Non-Financial Assets and Liabilities

Measured at Fair Value on a Nonrecurring Basis

The following table summarizes non-financial

assets measured at fair value on a nonrecurring basis:

June 30, 2026

December 31, 2025

(In Thousands)

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

Assets Held for Sale

$ —

$ 2,614

$ —

$ 2,024

$ —

Assets classified as held for sale are

measured at the lower of carrying amount or fair value less estimated costs to sell, with any resulting adjustment recognized in other

operating expenses, net, or restructuring expenses, net (when related to the Company’s restructuring program described in Note

6) in the condensed consolidated statements of loss. The assets’ highest and best use is as real estate land parcels for development

or real estate properties for use or lease; however, the Company does not intend to develop or use these properties and plans to sell

them to third parties as soon as practicable.

Note 3: REVENUE RECOGNITION

The following table disaggregates revenue

by source:

Six Months Ended June

30,

(In Thousands)

2026

2025

Lease Revenues and Fees

$ 691,871

$ 683,553

Retail Sales

247,558

276,719

Non-Retail Sales

34,041

37,679

Franchise Royalties and Fees

12,130

11,534

Other

396

407

Total1

$ 985,996

$ 1,009,892

1 Includes

revenues from Canadian operations of $7.3 million and $7.8 million for the six months ended

June 30, 2026 and 2025, respectively, which are primarily lease revenues and fees.

Lease Revenues and Fees

The Aaron's Business, which includes

BrandsMart Leasing, provides lease merchandise, consisting of furniture, appliances, electronics, computers, and other home goods to

their customers for lease under certain terms agreed to by the customer. The Aaron's Business offers leases with flexible ownership plans

that can be generally renewed weekly, bi-weekly, semi-monthly, or monthly up to 24 months and does not require deposits upon inception

of customer agreements. The customer has the right to acquire ownership either through an early purchase option or through payment of

all required lease payments through the end of the ownership plan. Aaron's also offers customers the option to obtain a membership in

the Aaron’s Club program. Benefits of the Aaron’s Club program include lease protection, health & wellness discounts,

and dining, shopping, and consumer savings. The Company also offers Aaron’s Protection Plus with additional lease protection benefits.

These benefits are renewable period to period and are cancellable at any time by either party without penalty.

Lease revenues related to the leasing

of merchandise, Aaron's Club membership fees, and Aaron's Protection Plus fees are recognized as revenue in the month they are earned.

Payments received prior to the month earned are recorded as deferred lease revenue, and this amount is included in customer deposits

and advance payments in the accompanying condensed consolidated balance sheets.

Substantially all of the prior year

deferred lease revenue was recognized in the current year according to lease terms. Lease payments due but not received prior to month

end are recorded as accounts receivable in the accompanying condensed consolidated balance sheets. Lease revenues are recorded net of

a provision for returns and uncollectible renewal payments.

AARON'S INTERMEDIATE HOLDCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company's customer lease agreements

are accounted for as operating leases. In accounting for its customer lease agreements as operating leases, the Company has considered

that (1) the leases do not transfer ownership of the underlying asset to the lessee by the end of the lease term; (2) the leases do not

grant the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise; (3) the lease term is

not for the major part of the remaining economic life of the underlying asset; (4) the present value of the sum of the lease payments

does not equal or exceed substantially all of the fair value of the underlying asset; and (5) the underlying asset is not of a specialized

nature that it is expected to have no alternative use to the Company at the end of the lease term.

Substantially all lease revenues and

fees were within the scope of ASC 842, Leases, for the six months ended June 30, 2026 and 2025. Included in lease revenues and

fees above, the Company had $54.2 million and $18.3 million for the six months ended June 30, 2026 and 2025, respectively, within the

scope of ASC 606, Revenue from Contracts with Customers, which is included in lease revenues and fees in the accompanying condensed

consolidated statements of loss.

Retail Sales

All retail sales revenue is within the

scope of ASC 606, Revenue from Contracts with Customers, during the six months ended June 30, 2026 and 2025.

Aaron's Business

Revenues from the retail sale of lease

merchandise to individual consumers are recognized at the point of sale and are recorded within retail sales in the accompanying condensed

consolidated statements of loss. Generally, the transfer of control occurs near or at the point of sale for retail sales. Aaron's Business

retail sales are not subject to a returns policy.

BrandsMart

Revenues from the retail sale of merchandise

inventories are recorded within retail sales in the accompanying condensed consolidated statements of loss and are recognized at a point

in time that the Company has satisfied its performance obligation and transferred control of the product to the respective customer.

Revenues associated with retail sales transactions for which control has not transferred are deferred and are recorded within customer

deposits and advance payments within the accompanying condensed consolidated balance sheets. Substantially all of the prior year deferred

retail sales were recognized in the current year.

Retail sales at the BrandsMart business,

both in store and online, are subject to a 30-day return policy. Accordingly, an allowance, based on historical returns experience, for

sales returns is recorded as a component of retail sales in the period in which the related sales are recorded as well as an asset for

the returned merchandise. The return asset and allowance for sales returns was $0.3 million and $0.1 million for the six months ended

June 30, 2026 and $0.1 million and $0.2 million for the six months ended June 30, 2025, respectively. The return asset and allowance

for sales returns was recorded within prepaid and other assets and accounts payable and accrued expenses within the accompanying condensed

consolidated balance sheets, respectively.

Additional protection plans can be purchased

by BrandsMart customers that provides extended warranty coverage on their product purchases, with payment being due for this protection

at the point of sale. A third-party underwriter assumes the risk associated with the coverage and is primarily responsible for fulfillment.

The Company is an agent to the contract and records the fixed commissions. These fixed commissions on the extended warranty coverages

are included within retail sales in the accompanying condensed consolidated statements of loss on a net basis and are recognized at the

point of sale.

Non-Retail Sales

Revenues for the non-retail sale of

merchandise to Aaron's franchisees are recognized when control transfers to the franchisee, which is upon delivery of the merchandise

and are recorded within non-retail sales in the accompanying statements of loss. All non-retail sales revenue is within the scope of

ASC 606, Revenue from Contracts with Customers.

AARON'S INTERMEDIATE HOLDCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Franchise Royalties and Fees

We have existing agreements with our

current Aaron's franchisees to govern the operations of franchised stores. Our standard agreement is for a term of ten years, with one

ten-year renewal option. Franchisees are obligated to remit to us royalty payments of 6% of the weekly cash revenue payments received,

which is recognized as the fees become due. The Company also charges fees for advertising efforts that benefit the franchisees, which

are recognized at the time the advertising takes place.

Substantially all franchise royalties

and fee revenue is within the scope of ASC 606, Revenue from Contracts with Customers. Of the franchise royalties and fees, $9.2

million and $9.0 million for the six months ended June 30, 2026 and 2025, respectively, are related to franchise royalty income that

is recognized as the fees become due. The remaining revenue is primarily related to advertising fees charged to franchisees. Franchise

royalties and fees are recorded within franchise royalties and other revenues in the accompanying condensed consolidated statements of

loss.

Note 4: INDEBTEDNESS

The following is a summary of the Company’s

debt, net of applicable unamortized debt issuance costs:

(In Thousands)

June

30, 2026

December

31, 2025

Loan Facility

$ 398,899

$ 422,970

Term Loan

110,096

109,766

New Inventory ABL

87,086

58,000

Overadvance Facility

63,814

48,900

Finance Lease Obligations2

20,226

8,469

Total Debt1

$ 680,121

$ 648,105

Less: Current Maturities

2,199

2,080

Long-Term Debt

$ 677,922

$ 646,025

1 Includes

unamortized debt issuance costs and interest of $21.1 million and $19.1 million at June 30,

2026 and December 31, 2025, respectively. The Company incurred $8.4 million and $2.4

million of debt issuance costs during the six months ended June 30, 2026 and the year

ended December 31, 2025, respectively, related to the New Inventory ABL facility and

Inventory ABL facility within prepaid expenses and other assets in the condensed consolidated

balance sheets. The Company also maintains a separate swingline credit facility that provides

for short-term borrowings, with no outstanding balance as of June 30, 2026.

2 During the six months ended June 30, 2026 and 2025, the

Company entered into finance leases of $12.9 million and $7.7 million, respectively, which were treated as non-cash activities and

therefore excluded from the condensed consolidated statements of cash flows. During the same periods, the Company made principal

repayments on finance lease obligations of $1.2 million and $1.1 million, respectively.

Master Loan and Security Agreement

(Loan Facility)

As part of the Go Private Transaction,

the Company entered into a $425.0 million revolving loan and security agreement (the “Loan Facility”) at closing, secured

by the Company’s lease agreements and related leased merchandise, with a maturity date of September 30, 2028. Upon

an event of default, including failure to meet debt service obligations, all outstanding amounts under the facility would become immediately

due and payable.

Borrowings under the Loan Facility bear

interest at a rate per annum as follows: (1) for Class A Advances, the greater of 6.5% and the Term Secured Overnight Financial Rate

("SOFR") plus the Class A applicable margin (4.5%); for Class A ABR Advances, the greater of 6.5% and the ABR plus the Class

A applicable margin (4.5%); (2) for Class B-1 Advances, the greater of 11.0% and the Term SOFR plus the Class B-1 applicable margin (9.0%);

for Class B-1 ABR Advances, the greater of 11.0% and the ABR plus the Class B-1 applicable margin (9.0%); (3) for Class B-2 Advances,

the greater of 14.5% and the Term SOFR plus the Class B-2 applicable margin (12.5%); for Class B-2 ABR Advances, the greater of 14.5%

and the ABR plus the Class B-2 applicable margin (12.5%); and (4) for Class C Advances, the greater of 16.75% and the Term SOFR plus

the Class C applicable margin (14.75%); for Class C ABR Advances, the greater of 16.75% and the ABR plus the Class C applicable margin

(14.75%). The effective interest rate of the Loan Facility was 13.16% as of June 30, 2026.

AARON'S INTERMEDIATE HOLDCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As part of the Go Private Transaction,

the Company executed the first amendment to the Loan Facility, increasing the commitment from $425 million to $475 million. In connection

with the amendment, the Company expensed $2.1 million of deferred financing fees and capitalized $1.0 million of new fees. On October

23, 2025, the Company executed a second amendment to update the agreement with definitions related to the Merger Agreement.

As of June 30, 2026 and December 31,

2025, $398.9 million and $423.0 million were outstanding under the Loan Facility, respectively.

Term Loan Agreement (Term Loan)

As part of the Go Private Transaction,

the Company entered into a $125.0 million term loan agreement (the “Term Loan”) at closing, secured by the Company’s

assets and interests not pledged on a first-lien basis, with a maturity date of October 2, 2029.

In connection with the Term Loan Agreement,

IQV Holdco issued Warrants to certain lenders under the Term Loan ("Warrant Holders"). The Warrants have a 10-year exercise

period and are exercisable into Class W Units of Holdco, LLC (the “Class W Units”) at the option of the Warrant Holder. The

Warrants had a fair value of $1.7 million when issued. While the Company is not party to the Warrants arrangements, the Warrants were

issued as an inducement to the Warrant Holders. Management determined this inducement represented a financing cost of obtaining the Term

Loan. The Company recorded the fair value of the Warrants as a reduction of the Term Loan carrying value with an offset to additional

paid in capital.

In the event the Company is unable to

meet their debt service payments or otherwise experience an event of default, the Company would be unconditionally liable for the outstanding

balance of the debt obligations under the Term Loan, which would be immediately due in full upon an event of default. Borrowings under

the Term Loan bear interest at a fixed rate per annum of 16.50% as of June 30, 2026.

On July 30, 2025, the Company executed

the first amendment to the Term Loan to increase the delay draw term loan maximum commitment by $3.3 million, from $35.0 million to $38.3

million. On October 23, 2025, the Company executed a second amendment to incorporate definitions related to the Merger Agreement.

As of June 30, 2026 and December 31,

2025, $110.1 million and $109.8 million were outstanding under the Term Loan, respectively.

Credit Agreement (Inventory ABL)

As part of the Go Private Transaction,

the Company entered into a $120.0 million credit agreement (the “Inventory ABL”) in relation to and upon closing of

the Go Private Transaction. The Inventory ABL operates as a credit facility that allows the Company to purchase assets and is secured

by the Company’s merchandise inventory related to its BrandsMart facilities and inventory related to its Aaron’s Company

facilities. The Inventory ABL has a maturity date of October 1, 2027.

In the event the Company is unable to

meet their debt service payments or otherwise experience an event of default, the Company would be unconditionally liable for the outstanding

balance of the debt obligations under the Inventory ABL, which would be immediately due in full upon an event of default. Borrowings

under the Inventory ABL bear interest at a rate per annum of SOFR plus 5.00%.

On December 31,

2024, the Company executed the first amendment to the Inventory ABL to update excess cash requirements. On June 13, 2025, the Company

executed a second amendment to update permitted specified dividend definitions and related schedules. On December 11, 2025, the Company

executed a third amendment to update loan termination triggers and related termination fees. The Company capitalized $1.2 million of

fees associated with this amendment.

AARON'S INTERMEDIATE HOLDCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On April 2, 2026, the Company entered

into a second amended and restated fee letter related to its Inventory ABL Facility, which increased certain fees applicable to prepayments,

terminations, or refinancing through May 1, 2026. Fees of $4.8 million associated with the amendment were capitalized.

On April 30, 2026, the Company amended

and restated its Inventory ABL Facility, replacing the lender syndicate, increasing total commitments to $122.0 million, and extending

the maturity date to September 30, 2028 (the “New Inventory ABL”). Proceeds from the New Inventory ABL were used to repay

the existing facility in full. The transaction was accounted for as a debt extinguishment under ASC 470. Accordingly, the Company recognized

a $7.5 million loss on extinguishment of debt, consisting of $1.4 million of extinguishment fees paid to the lender and the write-off

of $6.1 million of unamortized debt issuance costs, which was recorded in interest expense in the accompanying condensed consolidated

statements of loss. In connection with the refinancing, the Company capitalized $3.1 million of new debt issuance costs which are being

amortized over the term of the facility.

Borrowings under the New Inventory ABL

bear interest at Term SOFR plus applicable margins ranging from 4.75% to 15.0%, depending on the loan class. The effective interest rate

on outstanding borrowings was 13.17% as of June 30, 2026.

As of June 30,

2026 and December 31, 2025, $87.1 million and $58.0 million were outstanding under the New Inventory ABL.

Master Loan and Security Agreement

(Overadvance Facility)

As part of the Go Private Transaction,

the Company entered into a $40.0 million master loan and security agreement (the “Overadvance Facility”) in relation

to and upon closing of the Go Private Transaction. The Overadvance Facility operates as a credit facility that allows the Company to

purchase assets and is secured by a second lien on the Company’s leases and lease merchandise that secure the Loan Facility. The

Overadvance Facility has a maturity date of September 30, 2028.

In the event the Company is unable to

meet their debt service payments or otherwise experiences an event of default, the Company would be unconditionally liable for the outstanding

balance of the debt obligations under the Overadvance Facility, which would be immediately due in full upon an event of default.

Borrowings under the Overadvance Facility

bear interest at a rate per annum as follows: (1) for Class A Advances, the greater of 16.8% and the Term SOFR plus the Class A applicable

margin (14.8%); for Class A ABR Advances, the greater of 16.8% and the ABR plus the Class A applicable margin (14.8%); (2) for Class

B Advances, the greater of 16.8% and the Term SOFR plus the Class B applicable margin (14.8%); for Class B ABR Advances, the greater

of 16.8% and the ABR plus the Class B applicable margin (14.8%). The effective interest rate of the Overadvance Facility was 18.49% at

June 30, 2026.

In October 2025, the first amendment

incorporated Merger Agreement–related definitions. In November 2025, the commitment was increased from $40 million to $55 million,

followed by a December 2025 amendment updating the repayment waterfall. In January 2026, the Company executed a fourth amendment increasing

the commitment from $55 million to $65 million; no fees were incurred.

As of June 30, 2026 and December 31,

2025, $63.8 million and $48.9 million were outstanding under the Overadvance Facility.

AARON'S INTERMEDIATE HOLDCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Financial Covenants

The Loan Facility, Term Loan, New Inventory

ABL facility and Overadvance Facility contain customary financial covenants including (a) minimum Interest Coverage Ratio of 1.15 to

1.00, (b) maximum Leverage Ratio for each respective fiscal quarter as outlined in the agreement, (c) minimum liquidity of at least $30.0

million, and (d) minimum Tangible Asset Coverage Ratio of 1.15 to 1.00. In addition, the Term Loan contains an additional financial covenant

for a minimum Portfolio Value of at least $310 million in merchandise book value on a rolling four month average at the end of each calendar

month.

The Company is in compliance with its financial covenants as of June 30, 2026. If the Company were to fail to comply with these covenants,

it would be in default under these agreements and all borrowings outstanding could become due immediately. Under the Loan Facility, the

Company may pay cash dividends in any year so long as, after giving pro forma effect to the dividend payment, the Company maintains compliance

with its financial covenants and no event of default has occurred or would result from the payment.

Note 5: COMMITMENTS AND CONTINGENCIES

Legal Proceedings

From time to time, the Company is party

to various legal and regulatory proceedings arising in the ordinary course of business, certain of which have been described below. The

Company establishes an accrued liability for legal and regulatory proceedings when it determines that a loss is both probable and the

amount of the loss can be reasonably estimated. The Company continually monitors its litigation and regulatory exposure and reviews the

adequacy of its legal and regulatory reserves on a quarterly basis. The amount of any loss ultimately incurred in relation to matters

for which an accrual has been established may be higher or lower than the amounts accrued for such matters due to the inherent uncertainty

in litigation, regulatory and similar adversarial proceedings, and substantial losses from these proceedings or the costs of defending

them could have a material adverse impact upon the Company’s business, financial position, and results of operations.

At June 30, 2026 and December 31,

2025, the Company accrued $2.4 million and $1.7 million respectively, for pending legal and regulatory matters for which it believes

losses are probable and is management’s best estimate of its exposure to loss. The Company records these liabilities in accounts

payable and accrued expenses in the condensed consolidated balance sheets.

Those matters for which a loss is reasonably

possible but not probable and those matters for which a reasonable estimate is not possible are not included within these estimated ranges

and, therefore, the estimated ranges do not represent the Company’s maximum loss exposure.

In Jacob Atkinson v. Aaron’s,

LLC dba Aaron’s Sales & Lease Ownership, LLC, No. 23-2-19649, filed on October 11, 2023, currently pending in Washington

state court, plaintiff alleges that the Company violated Washington’s Equal Pay and Opportunity Act, RCW 49.58.110, because certain

of the Company’s job postings did not include a wage scale or salary range. Because the statute is new, issues including standing,

applicability as to who it covers, and the constitutionality of the statutory penalty have not been determined. Plaintiff seeks injunctive

and declaratory relief and also seeks certification of a putative class. An estimate of the possible loss or range of loss cannot be

made with reasonable accuracy.

The assessment as to whether a loss

is probable or reasonably possible, and as to whether such loss or a range of such losses is estimable, often involves significant judgment

about future events, and the outcome of litigation is inherently uncertain. Other than as described above, there is no material pending

or threatened litigation against the Company that remains outstanding as of June 30, 2026.

Other Contingencies

At June 30, 2026, the Company had

non-cancelable commitments primarily related to certain advertising and marketing programs, software licenses, and hardware and software

maintenance of $45.1 million. Payments under these commitments are scheduled to be $12.4 million in 2026, $14.0 million in 2027, $7.7

million in 2028, and $11.0 million thereafter.

Management regularly assesses the Company’s

insurance deductibles, monitors litigation and regulatory exposure with the Company’s attorneys, and evaluates its loss experience.

The Company also enters into various contracts in the normal course of business that may subject it to risk of financial loss if counterparties

fail to perform their contractual obligations.

AARON'S INTERMEDIATE HOLDCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 6: RESTRUCTURING

As management continues to execute on

its long-term strategic plan, additional benefits and charges are expected to result from our restructuring program. The extent of any

future charges related to our restructuring program are not currently estimable and depend on various factors including the timing and

scope of future cost optimization initiatives.

Operational

Efficiency and Optimization Restructuring Program

During the third quarter of 2022, The

Aaron's Company initiated the Operational Efficiency and Optimization Restructuring Program intended to strengthen operational efficiencies

and reduce The Aaron's Company’s overall costs. Management believes that this restructuring program will help The Aaron's Company

sharpen its operational focus, optimize its cost profile, allocate capital resources towards long-term strategic objectives, and generate

incremental value for shareholders through investments in technological capabilities, and fulfillment center logistics competencies.

This program also includes the Hub and Showroom model to optimize labor in markets, store labor realignments, optimization of The Aaron's

Company's supply chain, the centralization and optimization of store support center, operations, and multi-unit store oversight functions,

as well as other real estate and third party spend costs reductions. The Company expects the program to end on December 31, 2026.

Total net restructuring expenses under

the Operational Efficiency and Optimization Restructuring Program were recorded within the Restructuring Expenses line in the condensed

consolidated statement of loss and amounted to $3.9 million and $5.9 million, for the six months ended June 30, 2026 and June 30,

2025, respectively. Such expenses were comprised mainly of professional advisory fees, severance, operating lease right-of-use asset

impairment charges, fixed asset impairment charges and continuing variable occupancy costs incurred related to closed stores. Management

expects future restructuring expenses (reversals) due to potential early buyouts of leases with landlords, as well as continuing variable

occupancy costs related to closed stores.

Since inception of the Operational Efficiency

and Optimization Restructuring Program, The Aaron's Company has incurred charges of $52.5 million under the plan through June 30,

2026. These cumulative charges are primarily comprised of operating lease right-of-use asset and fixed impairment charges, continuing

variable occupancy costs incurred related to closed stores, professional advisory fees, and severance related to reductions in its store

support center and Aaron's Business store oversight functions.

The following table

summarizes restructuring charges incurred under the Company's restructuring programs:

Six Months Ended June

30,

(In Thousands)

2026

2025

Right-of-Use Asset Impairment

$ 1,019

$ —

Operating Lease Charges, Net of Recoveries

1,844

(2,000 )

Fixed Asset Impairment

—

3,671

Severance

1,022

4,078

Professional Advisory Fees

—

106

Other Expenses

$ 3,921

$ 5,887

AARON'S INTERMEDIATE HOLDCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the corresponding

accounts payable and accrued expenses as of June 30, 2026 and December 31, 2025 for the restructuring programs:

(In Thousands)

Severance

Operating Lease

Charges

Balance at December 31, 2025

$ 944

$ (88 )

Restructuring Charges

1,019

1,844

Payments

(1,008 )

$ (1,479 )

Balance at June 30, 2026

$ 955

$ 277

Note 7: RELATED PARTY TRANSACTIONS

Collateral Benefactor

Agreements

The Company and certain of its subsidiaries

are parties to collateral benefactor agreements (the "Collateral Benefactor Agreements") with certain funds managed by an entity

controlled by IQ Business Finance, which provide credit support for potential workers' compensation liabilities. IQ Business Finance,

is a holding company formerly controlled by affiliates of the Company. The affiliates sold their equity interests in IQ Business Finance

in September 2025.

Under the Collateral Benefactor Agreements,

certain funds managed by the controlled entity have agreed to provide credit support for workers' compensation claims up to $20 million

and, in consideration therefor, the Company pays administrative and pledged collateral fees to such funds. This amount was deposited

by the Company and presented within prepaid expenses and other assets and other liabilities. The Collateral Benefactor Agreements were

subsequently amended and restated on January 3, 2025 where the $20 million in credit support was returned to the controlled entity. Total

fees amounted to $2.6 million for the six months ended June 30, 2025 and are recorded in other operating expenses, net on the Company’s

condensed consolidated statements of loss.

Note 8: SUBSEQUENT EVENTS

Management evaluated events occurring

subsequent to the date of the condensed consolidated financial statements in determining the accounting for and disclosure of transactions

and events that affect the condensed consolidated financial statements. The Company has evaluated subsequent events through September

11, 2026, the date the financial statements were available to be issued.

On August 11, 2026, the previously announced

Merger Agreement was completed. With the close of the Merger Agreement, the Company and CCFI, together with Katapult's operating business,

are wholly owned indirect subsidiaries of Katapult Holdings, Inc.

EX-99.4 — EXHIBIT 99.4

EX-99.4

Filename: tm2624719d1_ex99-4.htm · Sequence: 5

Exhibit 99.4

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS OF AARON’S INTERMEDIATE HOLDCO, INC.

The following discussion and analysis of the

financial condition and results of operations (this “MD&A”) of The Aaron’s Company (for purposes of this MD&A,

“The Aaron’s Company”, the “Company,” “we,” “us” and “our”) should be

read in conjunction with The Aaron’s Intermediate Holdco, Inc and Subsidiaries unaudited Condensed Consolidated Financial Statements

as of and for the six months ended June 30, 2026 and 2025, including the notes to those statements, appearing elsewhere in the consolidated

financial statements included as Exhibit 99.3 to this Current Report on Form 8-K/A. This MD&A should also be read together with the

section entitled “Summary Historical Financial Information of The Aaron’s Company” and the pro forma financial information

as of June 30, 2026 and for the six months ended June 30, 2025 (as defined below) included as Exhibit 99.5 to this Current Report on Form

8-K/A. See“Unaudited Pro Forma Condensed Financial Information.” This MD&A contains forward-looking statements and involves

numerous risks and uncertainties, including, but not limited to, those described under the heading “Risk Factors.” in the

Registration Statement on Form S-4 filed on June 18, 2026 (the “Form S-4”). Actual results may differ materially from those

contained in any forward-looking statements as described under the heading “Cautionary Note Regarding Forward-Looking Statements”

in the Form S-4.

Business Overview

Aaron's Intermediate Holdco, Inc., (the "Company"),

a Delaware corporation and wholly owned subsidiary of IQV Holdco, LLC, a Delaware limited liability company ("IQV", or "IQV

Holdco"), wholly owns The Aaron's Company, Inc. ("The Aaron's Company"), a leading, technology-enabled, omnichannel provider

of lease-to-own ("LTO") and retail purchase solutions of furniture, electronics, appliances, and other home goods across its

brands: Aaron's, BrandsMart U.S.A. ("BrandsMart"), and BrandsMart Leasing.

Aaron's and BrandsMart Leasing (collectively referred to as the "Aaron's

Business") provides consumers with LTO and retail purchase solutions through the Company's Aaron's stores in the United States and

Canada and the aarons.com e-commerce platform. Aaron's also supports franchisees of its Aaron's stores. BrandsMart Leasing offers LTO

solutions to BrandsMart customers.

BrandsMart is a leading appliance and consumer electronics retailer

in the southeast United States and one of the largest appliance retailers in the country with stores in Florida and Georgia and a growing

e-commerce presence on brandsmartusa.com and other internet marketplaces.

On December 11, 2025, the Company entered into

an Agreement and Plan of Merger (the “Merger Agreement”), by and among Katapult Holdings, Inc., Katapult Merger Sub 1, Inc.,

a Delaware corporation and wholly-owned indirect subsidiary of Katapult (“Merger Sub 1”), Katapult Merger Sub 2, LLC, a Delaware

limited liability company and wholly-owned indirect subsidiary of Katapult (“Merger Sub 2”), CCF Holdings LLC, a Delaware

limited liability company (“CCFI”). The transaction (the “Mergers”) closed on August 11, 2026.

Basis of Presentation

The accompanying condensed consolidated financial statements as of

and for the six months ended June 30, 2026, and the comparable prior-year period, reflect the financial position, results of operations,

and cash flows of the Company and its wholly owned subsidiaries, with intercompany balances and transactions eliminated, and have been

prepared in accordance with U.S. GAAP. On June 16, 2024, the Company entered into an Agreement and Plan of Merger pursuant to

which IQVentures Holdings, LLC acquired The Aaron’s Company; the transaction was approved by shareholders on September 25, 2024,

and closed on October 3, 2024, at which time the Company became a wholly owned subsidiary of IQVentures Holdings, LLC, followed

by a transfer of all equity interests to IQV Holdco (collectively, the “Go Private Transaction”). The Company elected pushdown

accounting and applies the IQV's basis of accounting, reflecting the fair value of the Company’s assets and liabilities as of the

Go Private Transaction date, unless otherwise required by U.S. GAAP.

The preparation of the Company's condensed consolidated financial statements

in conformity with U.S. GAAP for interim financial information requires management to make estimates and assumptions that affect the amounts

reported in these financial statements and accompanying notes. Actual results could differ from those estimates.

The accompanying unaudited condensed consolidated financial statements

do not include all information required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments

considered necessary for a fair statement have been included in the accompanying unaudited condensed consolidated financial statements.

These financial statements should be read in conjunction with the financial statements and notes thereto included in the 2025 audited

consolidated financial statements. The results of operations for the six months ended June 30, 2026 are not necessarily indicative of

operating results that may be achieved for an other interim period or for the full year.

Macroeconomic and Business Environment

We continue to actively monitor the effects of a challenging macroeconomic

environment—including inflation, elevated interest rates, moderated consumer demand, and evolving tax and immigration policies—on

our business. These conditions have contributed to a higher cost of living relative to prior years, which we believe has disproportionately

affected our customers, weighed on consumer confidence within our customer base, and moderated demand for our offerings. We expect these

market dynamics may persist and could continue to pressure our business in the near term.

At the same time, the impact of these headwinds is expected to be partially

offset by continued execution of the Company’s strategic initiatives, including the Operational Efficiency and Optimization Restructuring

Program initiated in 2022. The Company has realized benefits from actions taken to date. The program remains ongoing, and additional benefits and related charges

may be incurred as further cost optimization initiatives are implemented. The timing and magnitude

of any future charges are not currently estimable and will depend on various factors, including the scope and cadence of future optimization

efforts.

Our financial results are also moderately affected by seasonal changes.

At the Aaron’s Business, the first quarter of each year generally has higher revenues as our customers more frequently exercise

the early purchase option on their existing lease agreement or purchase merchandise during the first quarter of the year. At BrandsMart,

the fourth quarter typically represents the highest quarterly revenues due to the holiday shopping season. Due to the seasonality of our

businesses, results for any quarter or period are not necessarily indicative of the results that may be achieved for a full fiscal year.

For additional information related to the seasonality of our businesses, see “The Aaron’s Company Business–Seasonality”

above.

Strategic Priorities

Our management team is committed to executing against the following

strategic priorities to further transform and grow the overall business:

• Grow the Aaron’s Business Lease Portfolio Size – We are focused on expanding the size and value of the Aaron’s Business

lease portfolio through a multi-faceted approach. Initiatives include increasing customer traffic to our stores and digital channels,

refining our underwriting processes to ensure quality and efficiency, and deploying targeted retention programs to reduce churn. By optimizing

these key factors, we aim to drive sustainable lease growth, enhance customer lifetime value, and further differentiate the Aaron’s

Business in the marketplace.

• Expand E-commerce Channels at both the Aaron’s Business and BrandsMart – Recognizing the evolving preferences of today’s

consumer, we continue to invest in and expand our e-commerce capabilities across both the Aaron’s Business and BrandsMart. Efforts

are underway to enhance the digital shopping experience by improving website navigation, streamlining the checkout process, and broadening

our product assortment online. Management expects these initiatives to increase conversion rates, expand our customer base, and support

incremental revenue growth in our omnichannel platforms.

• Franchise Expansion – We see compelling opportunities for further growth by continuing to expand the Aaron’s Business

footprint through franchise development. Our strategy encompasses supporting our current franchisees with new growth opportunities, as

well as attracting new franchise partners in both existing and untapped markets. By leveraging our established brand, proven operating

model, and robust support infrastructure, we intend to accelerate our franchise network expansion and bring our value proposition to more

customers across diverse geographies.

• Expense Management – We remain vigilant in our approach to cost optimization and expense management as a key driver of profitability.

The management team is executing diligent cost control processes across all facets of the business to streamline operations and maintain

an efficient expense structure. Through ongoing review of operating expenses, sourcing initiatives, and organizational efficiencies, we

aim to enhance our operating margins while preserving investments in growth and innovation.

Highlights

The following summarizes significant highlights for the six months

ended June 30, 2026 and 2025:

For the six months ended June 30, 2026:

• Consolidated revenues were $986.0 million.

• E-commerce revenues for the Aaron’s Business, excluding BrandsMart Leasing, was 36.8% of lease revenues.

• E-commerce product revenues for BrandsMart were 15.0% of total product revenues.

• Loss before income taxes were $31.2 million.

• The lease portfolio size, excluding BrandsMart Leasing, ended the period at $113.6 million.

For the six months ended June 30, 2025:

• Consolidated revenues were $1.0 billion.

• E-commerce revenues for the Aaron’s Business, excluding BrandsMart Leasing, were 30.9% of lease revenues.

• E-commerce product revenues for BrandsMart were 7.6% of total product revenues.

• Loss before income taxes were $20.1 million.

• The lease portfolio size, excluding BrandsMart Leasing, ended the period at $119.9 million.

Key Metrics

The following table presents store count by ownership type:

As of June 30,

2026

2025

Company-operated Aaron's Stores1

Company-operated Aaron's Stores Open at January, 1

952

974

Closed, Sold or Merged

(7 )

(12 )

Company-operated Aaron's Stores Open at June, 30

945

962

Franchised Aaron's Stores

Franchised Aaron’s stores open at January 1,

228

Closed, Sold or Merged

(6 )

(1 )

Franchised Aaron's Stores Open at June, 30

222

227

BrandsMart Stores2

BrandsMart stores open at January 1,

Closed, Sold or Merged

—

BrandsMart Stores Open at June, 30

1The typical layout for a Company-operated Aaron's store

is a combination of showroom, customer service and warehouse space, generally comprising 6,000 to 15,000 square feet. Certain corporate-operated

Aaron's stores consist solely of a showroom.

2BrandsMart stores average approximately 96,000 square feet.

Aaron's Business

Lease Portfolio Size. Our lease portfolio size for the Aaron’s

Business, excluding BrandsMart Leasing, represents the total balance of collectible lease payments for the next month derived from our

aggregate outstanding customer lease agreements at a point in time. Lease portfolio size provides management insight into expected future

collectible lease payments. The Aaron’s Company ended the six months ended June 30, 2026 and 2025 with a lease portfolio size

for all corporate-operated Aaron’s stores of $113.6 million and $119.9 million, respectively.

Same-Store Revenues. We believe that changes in same store revenues,

excluding BrandsMart Leasing, are a key performance indicator for the Aaron’s Business, as it provides management insight into our

ability to collect customer payments, including contractually due payments and early purchase options exercised by our current customers.

Additionally, this indicator allows management to gain insight into the Aaron’s Business’ success in writing new leases into

and retaining current customers within our customer lease portfolio. This is calculated for all stores open for the entire 18-month period

preceding the end of each reported period, excluding stores that received lease agreements from other acquired, closed or merged stores.

Same store revenues increased year-over year by 1.5% for the six months

ended June 30, 2026.

BrandsMart

Comparable Sales. We believe that change in comparable sales

is a key performance indicator for BrandsMart as it provides management insight into the performance of existing stores and e-commerce

business by measuring the change in sales for a particular period over the prior period. Comparable sales includes retail sales generated

at BrandsMart stores (including retail sales to BrandsMart Leasing), e-commerce sales initiated on the website, warranty revenue, gift

card breakage, and sales of merchandise to wholesalers and dealers, as applicable. Comparable sales excludes service center related revenues.

For the six months ended June 30, 2026, BrandsMart comparable

sales decreased year-over-year by 10.2%.

Key Components of (Loss) Earnings Before Income Taxes

For the six months ended June 30, 2026 and the comparable prior

year period, some of the key revenue, cost and expense items that affected loss before income taxes were as follows:

Revenues. We separate our total revenues

into four components: (a) lease revenues and fees; (b) retail sales; (c) non-retail sales; and (d) franchise royalties and other revenues.

Lease revenues and fees primarily include all

revenues derived from lease agreements at both our Aaron’s and BrandsMart Leasing brands and fees from our Aaron’s Club program

and Aaron’s Protection Plus (“Aaron’s Protection+”). Lease revenues and fees are recorded net of a provision for

uncollectible accounts receivable related to lease renewal payments from lease agreements with customers. Retail sales primarily include

the sale of merchandise inventories from our BrandsMart operations and the related warranty revenues, as well as the sale of both new

and pre-leased merchandise from our corporate-operated Aaron’s stores. Non-retail sales primarily represent new merchandise sales

to our Aaron’s franchisees. Franchise royalties and other revenues primarily represent fees from the sale of franchise rights and

royalty payments from franchisees, as well as other related income from our franchised stores. Franchise royalties and other revenues

also include revenues from leasing corporate-owned real estate properties to unrelated third parties, as well as other miscellaneous revenues.

Depreciation of Lease Merchandise and Other

Lease Revenue Costs. Depreciation of lease merchandise and other lease revenue costs is comprised of the depreciation expense associated

with depreciating merchandise held for lease and leased to customers by our corporate-operated Aaron’s stores, aarons.com and BrandsMart

Leasing, as well as the costs associated with the Aaron’s Club program.

Retail Cost of Sales. Retail cost of sales

includes cost of merchandise inventories sold through our BrandsMart stores and the depreciated cost of merchandise sold through our corporate-operated

Aaron’s stores.

Non-Retail Cost of Sales. Non-retail cost

of sales primarily represents the cost of merchandise sold to our Aaron’s franchisees.

Personnel Costs. Personnel costs represents

total compensation costs incurred for services provided by team members of the Aaron’s Company with the exception of compensation

costs that are eligible for capitalization.

Other Operating Expenses, Net. Other operating

expenses, net include occupancy costs (including rent expense, store maintenance and depreciation expense related to non-manufacturing

facilities), shipping and handling, advertising and marketing, intangible asset amortization expense, professional services expense, bank

and credit card related fees and other miscellaneous expenses. Other operating expenses, net also includes gains or losses on sales of

Corporate-operated stores and delivery vehicles, fair value adjustments on assets held for sale and gains or losses on other transactions

involving property, plant and equipment. Other operating expenses, net excludes costs that have been capitalized or that are a component

of the Aaron’s Company’s restructuring programs.

Provision for Lease Merchandise Write-offs.

Provision for lease merchandise write-offs represents charges incurred related to estimated and actual lease merchandise write-offs.

Restructuring Expenses, Net. Restructuring

expenses, net are comprised principally of closed store operating lease right-of-use asset impairment and operating lease charges,

fixed asset impairment charges, professional advisory fees, and expenses related to workforce reductions. Refer to Note 6 of the

accompanying Condensed Consolidated financial statements included as Exhibit 99.3 to this Current Report on Form 8-K/A for further

discussion of restructuring expenses, net.

Acquisition-Related Costs. For the six

months ended June 30, 2026, acquisition-related costs primarily represent third-party

consulting and legal expenses.

Interest Expense. Interest expense consists

primarily of interest on the Aaron’s Company’s fixed and variable rate borrowings as well as the amortization of debt issuance

costs.

Other Non-Operating Income (Expense), Net.

Other non-operating income (expense), net includes the impact of foreign currency remeasurement, as well as gains and losses resulting

from changes in the cash surrender value of Company-owned life insurance related to the Aaron’s Company’s deferred compensation

plan. This activity also includes earnings on cash and cash equivalent investments.

Consolidated Results of Operations – Six Months Ended June

30, 2026 and 2025

Six Months Ended June 30,

(In Thousands)

2026

2025

REVENUES

Lease Revenues and Fees

$ 691,871

$ 683,553

Retail Sales

247,558

276,719

Non-Retail Sales

34,041

37,679

Franchise Royalties and Other Revenues

12,526

11,941

985,996

1,009,892

COSTS OF REVENUES

Depreciation of Lease Merchandise and Other Lease Revenue Costs

230,206

227,846

Retail Cost of Sales

185,814

214,637

Non-Retail Cost of Sales

27,535

30,505

443,555

472,988

GROSS PROFIT

542,441

536,904

OPERATING EXPENSES

Personnel Costs

223,220

241,908

Other Operating Expenses, Net

234,501

221,721

Provision for Lease Merchandise Write-Offs

44,971

29,219

Restructuring Expenses, Net

3,921

5,887

Acquisition-Related Costs

7,628

5,085

514,241

503,820

OPERATING PROFIT

28,200

33,084

Interest Expense

(59,758 )

(53,462 )

Other Non-Operating Income, Net

361

277

LOSS BEFORE INCOME TAXES

(31,197 )

(20,101 )

INCOME TAX BENEFIT

(7,200 )

(9,580 )

NET LOSS

$ (23,997 )

$ (10,521 )

Revenues

Total consolidated revenues were $986.0 million and $1,009.9 million

during the six months ended June 30, 2026 and 2025, respectively. The decrease was driven by a 10.2% year-over-year decline in comparable sales at BrandsMart, partially offset by a 1.5% year-over-year

increase in same-store revenues at the Aaron's Business.

Gross Profit

Consolidated gross profit increased $5.5 million to $542.4 million for the six months ended June 30, 2026 from $536.9 million in the prior

year period, and gross margin improved to 55.0% from 53.2%. The improvement was driven by strategic inventory initiatives, partially offset

by the same factors affecting revenue.

As a percentage of total consolidated revenues, consolidated gross

profit was 55.0% and 53.2% during the six months ended June 30, 2026 and 2025, respectively.

Operating Expenses

Personnel Costs. Personnel costs decreased $18.7 million, or 7.7%, to $223.2 million for the six months ended June 30, 2026 from $241.9 million in the

prior year period, primarily reflecting the optimization of store support and operational oversight functions initiated in 2025 at BrandsMart,

lower store-based incentive compensation at the Aaron's Business, and lower benefit costs at both businesses.

Other Operating Expenses, Net. Information about certain significant

components of other operating expenses, net for the consolidated Company is as follows:

Six Months Ended June 30,

Change

(In Thousands)

2026

2025

Occupancy Costs

$ 102,256

$ 103,711

$ (1,455 )

(1.4 )%

Shipping and Handling

30,740

27,076

3,664

13.5

Advertising Costs

23,792

18,331

5,461

29.8

Bank and Credit Card Related Fees

15,808

16,339

(531 )

(3.2 )

Professional Services

6,534

6,150

384

6.2

Gains on Dispositions of Store-Related Assets, net

(717 )

(1,709 )

992

58.0

Other Miscellaneous Expenses, net

56,088

51,823

4,265

8.2

Other Operating Expenses, net

$ 234,501

$ 221,721

$ 12,780

5.8 %

As a percentage of total revenues, other operating expenses, net was

23.8% and 22.0% for the six months ended June 30, 2026 and 2025, respectively.

Shipping and handling costs were $30.7 million

and $27.1 million for the six months ended June 30, 2026 and 2025, respectively. The increase during the six months ended June 30, 2026

was driven primarily by higher vehicle maintenance, depreciation, and fuel costs due to increased gas prices, partially offset by lower

merchandise delivery and return volumes at the Aaron's Business.

Advertising costs amounted to $23.8 million and

$18.3 million during the six months ended June 30, 2026 and 2025, respectively. Advertising costs in the six months ended June 30, 2026 increased due to higher planned spend at BrandsMart and lower application of vendor

credits to offset advertising spend at both businesses.

Other miscellaneous expenses, net primarily

represent the depreciation of IT-related property, plant and equipment, software licensing expenses, franchisee-related reserves, and

other expenses. The increase in this category during the six months ended June 30, 2026 compared to the same period in 2025 was primarily

driven by higher software licensing fees, insurance costs and depreciation.

Provision for Lease Merchandise Write-Offs.

The provision for lease merchandise write-offs as a percentage of lease revenues and fees was 6.5% and 4.3% for the six months ended June

30, 2026 and 2025, respectively. The fair value revaluation of lease merchandise inventory assets during the Go Private Transaction Purchase

Price Allocation process resulted in lower write-offs for the six months ended June 30, 2025 compared to six months ended June 30, 2026.

Restructuring Expenses, Net. Restructuring activity for the

six months ended June 30, 2026 and 2025, resulted in expenses of $3.9 million and $5.9 million, respectively. Restructuring activity in

the six months ended June 30, 2026 was primarily driven by operating lease charges related to BrandsMart locations identified for closure

and severance costs. For the prior year period, restructuring expenses primarily comprised of $4.1 million of severance related to the

optimization of store support and operational support functions, $3.7 million fixed asset impairment for corporate-operated Aaron’s

stores identified for closure in the prior year period, and partially offset by the reversal of $(2.0) million of operating lease charges.

Acquisition-Related Costs. Acquisition-related

costs recognized during the six months ended June 30, 2026 and 2025 were $7.6 million and $5.1 million, respectively, and primarily represent

third-party consulting, banking and legal expenses related to the Mergers.

Operating Profit

Interest Expense.

Interest expense incurred during the six months ended June 30, 2026 and 2025 was $59.8 million and $53.5 million respectively. Interest

expense consists primarily of interest in the Aaron’s Company’s fixed and variable rate borrowings as well as the amortization

of debt issuance costs.

Other Non-Operating Income (Expense), Net.

Other non-operating income (expense), net includes (a) net gains and losses resulting from changes in the cash surrender value of Company-owned

life insurance related to the Aaron’s Company’s deferred compensation plan; (b) the impact of foreign currency remeasurement;

and (c) earnings on cash and cash equivalent investments. The changes in the cash surrender value of Company-owned life insurance resulted

in net gains of $0.4 million and $0.3 million during the six months ended June 30, 2026 and 2025, respectively.

Income Tax Benefit

The Aaron’s Company recorded net income

tax benefits of $7.2 million and $9.6 million during the six months ended June 30, 2026 and 2025, respectively. The effective tax rate

was 23.1% and 47.7% for the six months ended June 30, 2026 and 2025, respectively.

The net income tax benefit recognized during the

six months ended June 30, 2026 was primarily due to a loss before income taxes of $31.2 million and the impact of a deferred income tax

benefit of $3.3 million related to a reduction in the valuation allowance and the impact of permanent differences, including transaction

costs, on the annual effective tax rate. The net income tax benefit recognized during the six months ended June 30, 2025 was primarily

due to a loss before income taxes of $20.1 million and the impact of a deferred income tax benefit of $4.3 million related to a reduction

in the valuation allowance.

In July 2025, the One Big Beautiful Bill Act was enacted, which includes

changes to U.S. federal income tax provisions, some of which became effective for tax years beginning after December 31, 2025. The

legislation did not have a material impact on the Company’s consolidated financial statements for the six months ended June 30,

2026.

Overview of Financial Position

The primary changes in the consolidated balance sheet from December 31,

2025 to June 30, 2026 include:

• Cash and cash equivalents increased $47.5 million to $112.4 million in June 30, 2026. For additional

information, refer to the "Liquidity and Capital Resources" section below.

• Property, Plant and Equipment increased by $3.1 million to $143.7 million in June 30, 2026.

• Debt increased $32.0 million primarily due to the refinancing of the Inventory ABL completed on April 30, 2026, which provided the Company

with access to additional funding. Refer to the "Liquidity and Capital Resources" section

below for further details regarding the Company's financing arrangements.

Liquidity and Capital Resources

General

Our primary uses of capital have historically

consisted of (a) buying merchandise; (b) personnel expenditures; (c) purchases of property, plant and equipment, including leasehold improvements

for our new store concept and operating model; (d) expenditures related to corporate operating activities; (e) income tax payments; and

(f) expenditures for acquisitions.

Over the next 12 months, and thereafter, we expect

to finance our primary capital requirements through cash flows from operations, and as necessary, borrowings under our Master Loan and

Security Agreement, Term Loan Agreement, Inventory ABL, and Overadvance Facility (each as defined below). These facilities provide a $475.0 million

master loan (the “Master Loan and Security Agreement”), a $128.3 million term loan (the “Term Loan Agreement”),

$120.0 million credit agreement (the “Inventory ABL”) and $65 million master loan and security agreement (the “Overadvance

Facility”).

As of June 30, 2026, the Aaron’s Company

had $112.4 million of cash and $20.0 million of availability under its credit facilities, including $5.0 million under a swingline, which

is further described in Note 4 to the accompanying consolidated financial statements included as Exhibit 99.3 to this Current Report on

Form 8-K/A.

Cash Provided by (Used in) Operating Activities

Cash provided by operating activities was $67.2

million during the six months ended June 30, 2026. Cash used in operating activities was $40.6 million during the six months ended June

30, 2025. The improvement in cash provided by operating activities was primarily driven by inventory efficiencies at both businesses.

Cash (Used in) Provided by Investing Activities

Cash used in investing activities was $13.6 million

during the six months ended June 30, 2026. Cash provided by investing activities was $1.0 million during the six months ended June 30,

2025. The change in Cash (Used in) Provided by Investing Activities was primarily driven by the inclusion of $16.6 million of proceeds

from the sale of the Woodhaven Furniture Industries business and a corporate aircraft in 2025 as well as an $8.3 million reduction in

capital expenditures in 2026.

Cash Used in Financing Activities

Cash used in financing activities was $6.0 million

and $11.1 million during the six months ended June 30, 2026 and 2025, respectively. The decrease in cash used in financing activities

was primarily driven by an increase in net borrowing in 2026 compared to the same period of 2025.

Debt Financing

As of June 30, 2026, the total available

credit under the credit facilities was $20.0 million, which reflects borrowings of $398.9 million under the Master Loan and Security Agreement,

$110.1 million of outstanding borrowings under the Term Loan Agreement, $87.1 million of outstanding borrowings under the Inventory ABL,

and approximately $63.8 million under our Overadvance Facility.

In the event the Aaron’s Company is unable

to meet its debt service payments or otherwise experiences an event of default, the Aaron’s Company would be unconditionally liable

for the outstanding balances of the debt obligations under the Master Loan and Security Agreement, Term Loan Agreement, Inventory ABL

and Overadvance Facility, which would be immediately due in full upon an event of default. Management believes the Company is in compliance

with all covenants under the each of the Master Loan and Security Agreement, Term Loan Agreement, Inventory ABL, and Overadvance Facility

as of June 30, 2026.

Master Loan and Security Agreement (Loan Facility)

As part of the Go Private Transaction, the Aaron’s

Company entered into a Master Loan and Security Agreement at closing, providing a credit facility secured by lease agreements and related

lease merchandise, with a maturity date of September 30, 2028. The facility was upsized to $475 million during the quarter

ended June 30, 2025 to support growth in the Aaron’s lease portfolio.

Borrowings under the Master Loan and Security

Agreement bear interest at a rate per annum as follows: (1) for Class A Advances, the greater of 6.5% and the Term SOFR plus the Class

A applicable margin (4.5%); for Class A ABR Advances, the greater of 6.5% and the ABR plus the Class A applicable margin (4.5%); (2) for

Class B-1 Advances, the greater of 11.0% and the Term SOFR plus the Class B-1 applicable margin (9.0%); for Class B-1 ABR Advances, the

greater of 11.0% and the ABR plus the Class B-1 applicable margin (9.0%); (3) for Class B-2 Advances, the greater of 14.5% and the Term

SOFR plus the Class B-2 applicable margin (12.5%); for Class B-2 ABR Advances, the greater of 14.5% and the ABR plus the Class B-2 applicable

margin (12.5%); and (4) for Class C Advances, the greater of 16.75% and the Term SOFR plus the Class C applicable margin (14.75%); for

Class C ABR Advances, the greater of 16.75% and the ABR plus the Class C applicable margin (14.75%). The effective interest rate of the

Loan Facility was 13.16% at June 30, 2026.

As of June 30, 2026, $398.9 million was outstanding

under the Master Loan and Security Agreement.

Term Loan Agreement (Term Loan)

As part of the Go Private Transaction, the Company

entered into a $125.0 million term loan agreement (the “Term Loan”) at closing, secured by the Company’s assets

and interests not pledged on a first-lien basis, with a maturity date of October 2, 2029.

In connection with the Term Loan Agreement, IQV Holdco issued Warrants

to certain lenders under the Term Loan ("Warrant Holders"). The Warrants have a 10-year exercise period and are exercisable

into Class W Units of Holdco, LLC (the “Class W Units”) at the option of the Warrant Holder. The Warrants had a fair value

of $1.7 million when issued. While the Company is not party to the Warrants arrangements, the Warrants were issued as an inducement to

the Warrant Holders.

Management determined this inducement represented a financing cost

of obtaining the Term Loan. The Company recorded the fair value of the Warrants as a reduction of the Term Loan carrying value with an

offset to additional paid in capital.

On July 30, 2025, the Company executed the first amendment to the Term

Loan to increase the delay draw term loan maximum commitment by $3.3 million, from $35.0 million to $38.3 million. On October 23, 2025,

the Company executed a second amendment to incorporate definitions related to the Merger Agreement.

Borrowings under the Term Loan Agreement bear

interest at a fixed rate per annum of 16.50%. As of June 30, 2026, $110.1 million was outstanding under the Term Loan Agreement.

Credit Agreement (Inventory ABL)

As part of the Go Private Transaction, the Company

entered into the Inventory ABL credit facility at closing, secured by merchandise inventory at its BrandsMart and Aaron’s locations,

with a maturity date of October 1, 2027.

On December 31, 2024, the Company executed the

first amendment to the Inventory ABL to update excess cash requirements. On June 13, 2025, the Company executed a second amendment to

update permitted specified dividend definitions and related schedules. On December 11, 2025, the Company executed a third amendment to

update loan termination triggers and related termination fees. The Company capitalized $1.2 million of fees associated with this amendment.

On April 2, 2026, the Company entered into a second

amended and restated fee letter related to its Inventory ABL Facility, which increased certain fees applicable to prepayments, terminations,

or refinancing through May 1, 2026. Fees of $4.8 million associated with the amendment were capitalized.

On April 30, 2026, the Company amended and restated its Inventory ABL

Facility, replacing the lender syndicate, increasing total commitments to $122.0 million, and extending the maturity date to September

30, 2028 (the “New Inventory ABL”). Proceeds from the New Inventory ABL were used to repay the existing facility in full.

The transaction was accounted for as a debt extinguishment under ASC 470. Accordingly, the Company recognized a $7.5 million loss on extinguishment

of debt, consisting of $1.4 million of extinguishment fees paid to the lender and the write-off of $6.1 million of unamortized debt issuance

costs, which was recorded in interest expense in the accompanying condensed consolidated statements of loss. In connection with the refinancing,

the Company capitalized $3.1 million of new debt issuance costs which are being amortized over the term of the facility.

Borrowings under the New Inventory ABL bear interest at Term SOFR plus

applicable margins ranging from 4.75% to 15.0%, depending on the loan class. The effective interest rate on outstanding borrowings was

13.17% as of June 30, 2026.

As of June 30, 2026, $87.1 million was outstanding

under the New Inventory ABL.

Master Loan and Security Agreement (Overadvance

Facility)

As part of the Go Private Transaction, the Company

entered into an Overadvance Facility at closing, secured by a second lien on the Company’s leases and lease merchandise securing

the Master Loan and Security Agreement.

The Company executed multiple amendments to the

Overadvance Facility during 2025 and early 2026. In October 2025, the first amendment incorporated Merger Agreement–related definitions.

In November 2025, the commitment was increased from $40 million to $55 million, followed by a December 2025 amendment updating

the repayment waterfall. In January 2026, the Company executed a fourth amendment increasing the commitment from $55 million to

$65 million; no fees were incurred.

The Overadvance Facility has a maturity date of

September 30, 2028.

Borrowings under the Overadvance Facility bear

interest at a rate per annum as follows: (1) for Class A Advances, the greater of 16.8% and the Term SOFR plus the Class A applicable

margin (14.8%); for Class A ABR Advances, the greater of 16.8% and the ABR plus the Class A applicable margin (14.8%); (2) for Class B

Advances, the greater of 16.8% and the Term SOFR plus the Class B applicable margin (14.8%); for Class B ABR Advances, the greater of

16.8% and the ABR plus the Class B applicable margin (14.8%). The effective interest rate of the Overadvance Facility was 18.49% at June 30,

2026.

As of June 30, 2026, $63.8 million was outstanding

under the Overadvance Facility.

The Company also maintains a separate swingline

credit facility that provides for short-term borrowings, with no outstanding balance as of June 30, 2026. Refer to Note 4 of the accompanying

financial statements included as Exhibit 99.3 to this Current Report on Form 8-K/A for additional information on indebtedness.

Financial Covenants

The Loan Facility, Overadvance Facility, and Term Loan contain customary

financial covenants including (a) minimum Interest Coverage Ratio of 1.15 to 1.00, (b) maximum Leverage Ratio for each respective fiscal

quarter as outlined in the agreement, (c) minimum liquidity of at least $30.0 million, and (d) minimum Tangible Asset Coverage Ratio of

1.15 to 1.00. In addition, the Term Loan contains an additional financial covenant for a minimum Portfolio Value of at least $310 million

in merchandise book value on a rolling four month average at the end of each calendar month.

The Company is in compliance with its financial covenants as of June 30, 2026. If the Company were to fail to comply with these covenants,

it would be in default under these agreements and all borrowings outstanding could become due immediately. Under the Loan Facility, the

Company may pay cash dividends in any year so long as, after giving pro forma effect to the dividend payment, the Company maintains compliance

with its financial covenants and no event of default has occurred or would result from the payment.

Commitments

Contractual Obligations and Commitments

As part of our ongoing operations, we enter into

various arrangements that obligate us to make future payments, including debt agreements, operating leases, and other purchase obligations.

The future cash commitments owed under these arrangements generally fluctuate in the normal course of business as we, for example, borrow

on or pay down our revolving lines of credit, make scheduled payments on leases or purchase obligations, and renegotiate arrangements

or enter into new arrangements. There were no material changes outside the normal course of business in our material cash commitments

and contractual obligations from those reported as of December 31, 2025 in the consolidated financial statements included in the Form

S-4.

Critical Accounting Estimates

Our critical accounting estimates are estimates

made in accordance with U.S. generally accepted accounting principles (“GAAP”) that involve a significant level of management

estimation and have had or are reasonably likely to have a material impact on our Condensed Consolidated financial statements. Accordingly,

the actual results may differ materially from such estimates. For a discussion of the Company’s significant accounting policies

and Purchase Accounting, see Notes 1 and 2 to the accompanying Condensed Consolidated financial statements included as Exhibit 99.3 to

this Current Report on Form 8-K/A.

Insurance

We retain a substantial portion of the risk related

to employee health, workers’ compensation and general liability claims. However, we maintain stop-loss coverage to limit the exposure

related to certain insurance risks. We base our health insurance liability estimation trends in claim payment history, historical trends

in claims incurred but not yet reported and other components such as expected increases in medical costs, projected premium costs and

the number of plan participants.

Additionally, we base our estimates for workers’ compensation,

general and product liability on an actuarial analysis performed by an independent third-party actuary. We review our insurance liability

on a regular basis and adjust our accruals accordingly.

Changes in facts and circumstances may lead to a change in the estimated

liability due to revisions of the estimated ultimate costs that affect our liability insurance coverage. Our liabilities could be significantly

affected if actual results differ from our expectations or prior actuarial analyses.

Recent Accounting Pronouncements

Refer to Note 1 to the accompanying condensed

consolidated financial statements included as Exhibit 99.3 to this Current Report on Form 8-K/A for a discussion of recently issued accounting

pronouncements.

EX-99.5 — EXHIBIT 99.5

EX-99.5

Filename: tm2624719d1_ex99-5.htm · Sequence: 6

Exhibit 99.5

UNAUDITED

PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF

KATAPULT HOLDINGS, INC.

Certain terms

used below, but not otherwise defined, in this section shall have the meanings ascribed to them elsewhere in the Registration Statement

on Form S-4 and information statement filed on June 18, 2026.

The following unaudited

pro forma condensed combined financial information presents the financial information of CCFI (as the accounting acquirer), adjusted

to give effect to the Mergers and the Contributions, a financing agreement for a senior secured delayed draw term loan, which was funded

at closing, and an increased commitment on the Sparrow Term Loan (the “Debt Financing”), Purchase of Preferred Stock (as

defined below), and the exercise of the Katapult Private Warrants (collectively the “Transactions”). The following unaudited

pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

The unaudited pro

forma condensed combined balance sheet is presented as if the Transactions had occurred on June 30, 2026, and the unaudited condensed

combined statement of operations for the six months ended June 30, 2026 and year ended December 31, 2025 are presented to give effect

to the Transactions as if they occurred on January 1, 2025. The historical consolidated financial statements of CCFI, Aaron’s and

Katapult have been adjusted to depict the accounting for the Transactions in accordance with generally accepted accounting principles

in the United States of America (“U.S. GAAP”). The pro forma adjustments are based upon available information and certain

assumptions that management believes are reasonable under the circumstances. All adjustments are preliminary and subject to change. The

pro forma adjustments include those related to the accounting for the Mergers and the Contributions (“Transaction Accounting Adjustments”),

the Debt Financing (“Financing Adjustments”), the Purchase of Preferred Stock, and the exercise of the Katapult Private Warrants

(collectively, the “Adjustments”).

The unaudited pro

forma condensed combined financial information and related notes are provided for illustrative purposes only and do not purport to represent

what the combined organization’s actual results of operations or financial position would have been had the Transactions been completed

on the dates indicated, nor are they necessarily indicative of the combined organization’s future results of operations or financial

position for any future period. The pro forma adjustments may be revised as additional information becomes available and is evaluated.

It is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the differences may be material.

The Mergers and

the Contributions, Debt Financing, and Purchase of Preferred Stock are each described in detail below.

The

Mergers and the Contributions

On December 11,

2025, Katapult entered into a Merger Agreement, by and among Merger Sub 1, Merger Sub 2, CCFI, and Aaron’s, pursuant to which (i)

Merger Sub 1 merged with and into Aaron’s, (ii) Merger Sub 2 merged with and into CCFI and (iii) upon the consummation of the Mergers,

each of Merger Sub 1 and Merger Sub 2 ceased to exist, and each of Aaron’s and CCFI became a wholly owned subsidiary of Katapult.

Pursuant to the

terms and conditions of the Merger Agreement:

a) Immediately

prior to the Aaron’s Merger Effective Time and subject to all conditions to Closing

being met, the Aaron’s MIP Holders contributed and assigned to Katapult, and Katapult

assumed and acquired from the Aaron’s MIP Holders, the Aaron’s MIP Units in exchange

for 943,579 shares of Katapult common stock. The aggregate equity interests of Aaron’s

outstanding as of immediately prior to the Aaron’s Merger Effective Time were collectively

converted solely into the right to receive an aggregate of 12,312,815 shares of Katapult

Common Stock, inclusive of the 943,579 shares from the Aaron’s Contribution. Any shares

of common stock of Aaron’s held as treasury stock or held or owned by Aaron’s,

Merger Sub 1, Aaron’s MIP Holdings, LLC or any subsidiary of Aaron’s immediately

prior to the Aaron’s Merger Effective Time were canceled and retired and ceased to

exist, and no consideration was delivered.

b) Immediately prior to the CCFI

Merger Effective Time and subject to all conditions to closing being met, the CCFI MIP Holders contributed and assigned to Katapult,

and Katapult assumed and acquired from the CCFI MIP Holders, the CCFI MIP Equity in exchange for 11,022,034 shares of Katapult Common

Stock. The aggregate equity interests of CCFI outstanding as of immediately prior to the CCFI Merger Effective Time were collectively

converted solely into the right to receive an aggregate of 69,772,607 shares of Katapult Common Stock, inclusive of the 11,022,034 shares

from the CCFI Contribution and 2,385,280 shares of Katapult Stock to which previous holders of CCFI phantom restricted units are entitled

to receive twelve (12) months following the closing of the Transactions. Any of the CCFI Units held in treasury or held or owned by CCFI,

Merger Sub 2 or any subsidiary of CCFI immediately prior to the CCFI Merger Effective Time were canceled and retired and ceased to exist,

and no consideration was delivered.

Following the close

of the transaction on August 11, 2026, the existing Katapult stockholders, CCFI unitholders and Aaron’s stockholders held 5.9%,

80.0% and 14.1%, respectively, of the issued and outstanding shares (based on 5,137,329 outstanding shares of Katapult Common Stock as

of June 30, 2026, inclusive of the exercise of the Katapult Private Warrants and cancellation of Katapult Common Stock pursuant to earn

out conditions triggered by the Mergers) of the combined organization.

See the table below

for the amount of issued and outstanding preferred and common stock of Katapult on an actual and pro forma basis upon consummation of

the Mergers and the Contributions.

Amount

Katapult Common Stock issued and outstanding as of 6/30/2026

4,792,405

Katapult Common Stock issued for exercise of Katapult Private Warrants

645,247

Estimated total Katapult Common Stock to be cancelled pursuant to earn out conditions triggered by the Mergers

(300,323 )

Estimated total Katapult Common Stock to be held by Aaron’s equityholders

12,312,815

Estimated total Katapult Common Stock to be held by CCFI equityholders

69,772,607

Total estimated pro forma Katapult Common Stock

87,222,751

Amount

Katapult Preferred Stock issued and outstanding as of 6/30/2026

65,000

Purchase of Preferred Stock

(65,000 )

Total estimated pro forma Katapult Preferred Stock

The Mergers will

be accounted for as reverse mergers using the acquisition method of accounting, pursuant to ASC Topic 805, Business Combinations (“ASC

805”), with Katapult treated as the legal acquirer and CCFI treated as the accounting acquirer of Katapult and Aaron’s. CCFI

has been determined to be the accounting acquirer primarily based on an evaluation of the following facts and circumstances:

• Previous

CCFI unitholders have the largest portion of voting rights in the combined organization, holding 80.0% of the shares of the combined

entity based on 5,137,329 outstanding shares of Katapult Common Stock as of June 30, 2026 and inclusive of the exercise of the Katapult

Private Warrants and cancellation of Katapult Common Stock pursuant to earn out conditions triggered by Mergers;

• CCFI

controls the Board of Directors of the combined organization with six of the ten-member board being designees selected by CCFI, including

the Chairman of the Board being the previous CCFI CEO; and

• CCFI

is considered the largest of the three entities when considering net income and enterprise value.

ASC 805 requires

the allocation of the purchase price consideration to the fair value of the identified assets acquired and liabilities assumed upon consummation

of a business combination. Accordingly, the total purchase price to acquire Aaron’s and Katapult will be allocated to the assets

acquired and assumed liabilities of Aaron’s and Katapult based upon their fair values. Any excess amounts, after allocating the

purchase consideration to identifiable tangible and intangible assets acquired and liabilities assumed, will be recorded as goodwill;

however, the net assets of CCFI will continue to be recognized at historical cost. The process of valuing the net assets of Aaron’s

and Katapult at the closing date, the allocation of the consideration transferred, as well as evaluating accounting policies for conformity,

is preliminary and represents the current best estimate and is subject to revision. The unaudited pro forma condensed combined financial

information was prepared using preliminary estimates, and actual results may differ materially from the information presented.

Debt

Financing

In connection with

the Closing, on August 11, 2026, Katapult entered into a term loan agreement for senior secured term loan facilities in an aggregate

principal amount of up to $200.0 million, consisting of (i) an initial term loan facility in an aggregate principal amount of $121.7

million, which was funded in full on August 11, 2026, and (ii) a delayed draw term loan facility in an aggregate principal amount of

up to approximately $78.0 million. Borrowings under the term loan agreement bear interest at a rate of 15.0% per annum payable in cash

and 5.0% per annum payable as paid-in-kind interest.

Further, in connection

with the Transactions, on August 10, 2026, CCFI entered into a fifth amendment to the agreement for the Sparrow Term Loan to amend certain

covenants and provisions. The primary provisions of this amendment increased the maximum commitment by $25.0 million to $75.0 million,

increased the blended interest rate to 16.6%, and extended the maturity date.

The Debt Financing,

together with cash on hand, is assumed to be sufficient for purposes of financing the expenses in connection with the Transactions. These

assumptions and expectations are subject to change, and the debt issuance costs to be incurred and related interest expense could vary

significantly from what is assumed in the unaudited pro forma condensed combined financial information. Other factors that are subject

to change include, but are not limited to, the timing of borrowings, the amount of cash on hand at the time of the closing, and inputs

to interest rate determination on debt instruments issued.

Purchase

of Preferred Stock

Additionally, on

November 3, 2025, Katapult Intermediate Holdings Inc. entered into (a) a Series A investment agreement with Hawthorn, pursuant to which

Katapult issued and sold to Hawthorn an aggregate of 35,000 shares of Series A Convertible Preferred Stock at a purchase price of $1,000

per share, resulting in total gross proceeds to Katapult of $35.0 million, and (b) a Series B investment agreement with Hawthorn, pursuant

to which Katapult issued and sold to Hawthorn an aggregate of 30,000 shares of Series B Convertible Preferred Stock at a purchase price

of $1,000 per share, resulting in total gross proceeds to Katapult of $30.0 million.

After giving effect

to $1.1 million of issuance costs, Katapult received net proceeds of $63.9 million, which were used to repay existing debt and related

legal fees, with the remaining proceeds being used by Katapult to sustain its operations. Of the total net proceeds, $11.3 million was

allocated to the Series A Preferred Stock and $16.6 million was allocated to the Series B Preferred Stock. Further, the contingent redemption

feature and the conversion feature of the Preferred Stock represented a compound embedded derivative that was bifurcated from the host

preferred stock and accounted for separately as a derivative liability, initially measured at its issuance-date fair value of $31.0 million.

The remainder of the net proceeds was allocated to the Katapult Private Warrants. As of June 30, 2026, the derivative liability was remeasured

at a fair value of $8.7 million, and Katapult recognized a gain of $4.9 million and $17.4 million due to the change in fair value during

the six months ended June 30, 2026 and the year ended December 31, 2025, respectively. The issuance of Preferred Stock and use of proceeds,

along with the remeasurement of the derivative liability, are reflected in Katapult’s historical financials.

On December 11,

2025, a side-letter agreement was signed between Katapult and Hawthorn in which Hawthorn agreed to sell all 65,000 shares of Preferred

Stock to Katapult, effective immediately prior to the Aaron’s MIP Exchange (“Purchase of Preferred Stock”).

In connection with

the Closing, on August 11, 2026, Katapult entered into a term loan agreement for a senior secured term loan facility in an aggregate

principal amount of $74.7 million to fund the Purchase of the Preferred Stock. Borrowings under the term loan agreement bear interest

at a rate of 15.0% per annum.

Upon completion

of the Purchase of the Preferred Stock, the Preferred Stock and related derivative liability are no longer outstanding. The Hawthorn

Side Letter also required that Hawthorn exercise the Katapult Private Warrants to purchase common stock of Katapult expiring March 6,

2030, as re-issued on July 21, 2025, and expiring June 12, 2032, issued on June 12, 2025, on a cashless basis in full for 645,247 shares

of Katapult Common Stock, and Katapult shall issue such shares of Katapult Common Stock, such that, as of immediately prior to each of

the Aaron’s MIP Exchange and the CCFI MIP Exchange, no Katapult Private Warrants were outstanding. The following unaudited pro

forma condensed combined financial information gives effect to the issuance of a new $75.0 million debt instrument, settlement of the

Preferred Stock and embedded derivative liability, and exercise of the Katapult Private Warrants.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of June 30, 2026

(in thousands)

CCFI

(Historical,

adjusted, Note 2)

Aaron’s

(Historical,

adjusted, Note 2)

Katapult

(Historical,

adjusted, Note 2)

Purchase

Preferred

Stock (Note 6)

Transaction

Accounting

Adjustments

Notes

Financing

Adjustments

(Note 7)

Pro

Forma

Combined

Assets

Cash

and cash equivalents

96,839

112,382

18,046

(828

)

139,144

365,583

Restricted

cash

1,128

5,176

6,042

12,346

Accounts

receivable, net

50,357

(2,960

)

47,397

Finance

receivables at amortized cost, net

410,280

Finance

receivables at fair value

266,539

Other

receivables

2,286

2,744

1,048

6,078

Lease

merchandise

610,539

69,423

(63,962

)

616,000

Merchandise

inventories, net

71,155

(155

)

71,000

Property,

plant and equipment, net

59,169

143,745

136

20,625

223,675

Right

of use assets - operating leases

284,815

367,016

364

652,195

Goodwill

107,888

138,112

246,000

Intangible

assets

61,301

2,773

113,984

178,058

Prepaid

expenses and other assets

139,375

62,070

2,342

203,787

Assets

held for sale

2,614

Total

assets

1,429,620

1,427,798

100,174

204,816

139,144

3,301,552

Liabilities

and equity

Accounts

payable and accrued liabilities

220,700

279,265

21,447

15,402

4D,

4H, 4I

536,814

Deferred

revenue

5,874

56,251

5,488

67,613

Operating

lease liabilities

299,216

388,138

418

687,772

Deferred

income taxes

35,543

14,723

50,266

Debt,

net

973,824

680,121

72,247

72,327

139,144

1,937,663

Derivative

liability

8,700

(8,700

)

Total

liabilities

1,499,614

1,439,318

108,300

63,627

30,125

139,144

3,280,128

Equity

Preferred

stock1

237,794

27,909

(27,909

)

(237,794

)

Common

stock1

6,366

(6,357

)

4G,

Additional

paid-in capital

95,767

109,753

(35,718

)

150,358

4E,

4G, 4J

320,160

Retained

deficit

(276,996

)

(105,876

)

(145,788

)

229,915

4D,

4E, 4F, 4H

(298,745

)

Accumulated

other comprehensive loss

(1,411

)

1,411

Non-controlling

interest

(37,158

)

37,158

Total

equity

(69,994

)

(11,520

)

(8,126

)

(63,627

)

174,691

21,424

Total

liabilities and equity

1,429,620

1,427,798

100,174

204,816

139,144

3,301,552

1See

page 2 for the numbers of Preferred stock and Common stock of Katapult issued and outstanding on an actual and pro forma basis.

See

accompanying notes to unaudited pro forma condensed combined financial information.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the six months ended June 30, 2026

(in thousands, except per share amounts)

CCFI

(Historical,

adjusted, Note 2)

Aaron’s

(Historical,

adjusted, Note 2)

Katapult

(Historical,

adjusted, Note 2)

Purchase of

Preferred

Stock (Note 6)

Transaction

Accounting

Adjustments

Notes

Financing

Adjustments

(Note 7)

Pro Forma

Combined

Revenues

Consumer finance revenues

870,247

Lease revenues

704,397

153,782

858,179

Merchandise sales

281,599

Total revenues

870,247

985,996

153,782

2,010,025

Costs of revenues

Cost of consumer finance revenues

280,468

Cost of lease revenues

275,177

124,075

(17,037

)

382,215

Cost of merchandise sales

213,349

Total costs of revenues

280,468

488,526

124,075

(17,037

)

876,032

Gross Profit

589,779

497,470

29,707

17,037

1,133,993

Selling, general and administrative expense

463,921

469,270

27,463

9,450

5A, 5B, 5E

970,104

Operating profit

125,858

28,200

2,244

7,587

163,889

Other expense (income)

(4,946

)

4,900

(14

)

Interest expense, net

82,092

59,365

5,863

5,866

15,662

168,848

Income (loss) before income taxes

43,766

(31,197

)

1,327

(10,766

)

7,587

(15,662

)

(4,945

)

Provision (benefit) for income taxes

(35,531

)

(7,200

)

(1,433

)

6,160

(3,827

)

(41,802

)

Net income (loss)

79,297

(23,997

)

1,298

(9,333

)

1,427

(11,835

)

36,857

Net loss attributable to non-controlling interest

(171

)

171

Net income (loss) attributable to the combined organization

79,468

(23,997

)

1,298

(9,333

)

1,256

(11,835

)

36,857

Net income (loss) per share (Note 8):

Basic and diluted

(0.92

)

0.42

Weighted-average shares outstanding (Note 8):

Basic and diluted

5,473

87,259

See accompanying

notes to unaudited pro forma condensed combined financial information

Unaudited Pro Forma Condensed Combined Statement of Operations

For the year ended December 31, 2025

(in thousands, except per share amounts)

CCFI

(Historical,

adjusted, Note 2)

Aaron’s

(Historical,

adjusted, Note 2)

Katapult

(Historical,

adjusted, Note 2)

Purchase of

Preferred

Stock (Note 6)

Transaction

Accounting

Adjustments

Notes

Financing

Adjustments

(Note 7)

Pro Forma

Combined

Revenues

Consumer finance revenues

$ 1,750,704

$ -

$ 1,750,704

Lease revenues

1,390,608

291,761

1,682,369

Merchandise sales

640,745

Total revenues

1,750,704

2,031,353

291,761

4,073,818

Costs of revenues

Cost of consumer finance revenues

589,126

Cost of lease revenues

530,862

240,158

(46,925 )

724,095

Cost of merchandise sales

495,837

(155 )

495,682

Total costs of revenues

589,126

1,026,699

240,158

(47,080 )

1,808,903

Gross profit

1,161,578

1,004,654

51,603

47,080

2,264,915

Selling, general and administrative expense

958,010

975,388

52,436

36,936

5A, 5B, 5D, 5E,5G

2,022,770

Operating profit (loss)

203,568

29,266

(833 )

10,144

242,145

Other expense (income)

(40 )

(22,552 )

17,400

(5,192 )

Interest expense, net

171,553

106,081

20,035

6,090

31,539

335,298

Income (loss) before income taxes

32,015

(76,775 )

1,684

(23,490 )

10,144

(31,539 )

(87,961 )

Provision (benefit) for income taxes

6,287

(21,050 )

319

(1,172 )

(38,373 )

(4,716 )

(58,705 )

Net income (loss)

25,728

(55,725 )

1,365

(22,318 )

48,517

(26,823 )

(29,256 )

Net loss attributable to non-controlling interest

(1,280 )

1,280

Net income (loss) attributable to the combined organization

$ 27,008

$ (55,725 )

$ 1,365

$ (22,318 )

$ 47,237

$ (26,823 )

$ (29,256 )

Net loss per share (Note 8):

Basic and diluted

$ (0.11 )

$ (0.34 )

Weighted-average shares outstanding (Note 8):

Basic and diluted

5,027

86,813

See accompanying

notes to unaudited pro forma condensed combined financial information.

Note 1.

Notes to Unaudited Pro Forma Condensed Combined Financial Information

Basis of

Presentation

The unaudited pro

forma condensed combined financial information was prepared in accordance with Article 11 of Regulation S-X and presents the combined

organization’s pro forma financial condition and results of operations based upon the historical financial information after giving

effect to the Transactions set forth in the notes to the unaudited pro forma condensed combined financial information. The adjustments

presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant

information necessary for an understanding of the combined organization upon consummation of the Transactions.

The unaudited pro

forma condensed combined financial information presented does not reflect any cost savings, operating synergies, tax savings, or revenue

enhancements that the combined organization may achieve as a result of the business combination.

The accompanying

unaudited pro forma condensed combined balance sheet as of June 30, 2026 is presented as if the Transactions had been completed on June

30, 2026. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2026 and year ended December

31, 2025 are presented to give effect to the Transactions as if they occurred on January 1, 2025, and were prepared using the historical

results of CCFI, Aaron’s and Katapult for the six months ended June 30, 2026 and the year ended December 31, 2025.

The unaudited pro

forma condensed combined financial information is prepared using the acquisition method of accounting in accordance with the business

combination accounting guidance under ASC 805, with CCFI as the accounting acquirer for the Mergers. Under ASC 805, assets acquired,

and liabilities assumed in a business combination are recognized and measured at the merger date fair value. Transaction costs associated

with a business combination are expensed as incurred. The excess of consideration over the fair value of assets acquired and liabilities

assumed, if any, is allocated to goodwill. Accordingly, the merger consideration allocation and related adjustments reflected in this

unaudited pro forma condensed combined financial information are preliminary and subject to revision based on a final determination of

fair value.

The pro forma adjustments

reflecting the consummation of the Transactions are based on certain currently available information and certain assumptions and methodologies

that each of CCFI, Aaron’s and Katapult believes are reasonable under the circumstances. In determining the preliminary estimate

of fair values of assets acquired and liabilities assumed of Aaron’s and Katapult, publicly available benchmarking information

was used as well as a variety of other assumptions, including market participant assumptions. The pro forma purchase price allocation

relating to the Mergers is preliminary and subject to change, as additional information becomes available and as additional analyses

are performed. There can be no assurances that the valuations will not result in material changes to this purchase price allocation.

Any increase or decrease in fair values of the net assets as compared with the unaudited pro forma condensed combined financial information

may change the amount of the total acquisition consideration allocated to goodwill and other assets and liabilities and may impact the

unaudited pro forma condensed combined statements of operations due to adjustments in the depreciation and amortization expense of the

adjusted assets. The pro forma adjustments, which are described in the following notes, may be revised as additional information becomes

available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is

possible the differences may be material. Each of CCFI, Aaron’s and Katapult believes that its assumptions and methodologies provide

a reasonable basis for presenting all the significant effects of the business combination based on information available to management

at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited

pro forma condensed combined financial information.

Note 2.

Accounting Policies and Reclassifications

During the preparation

of this unaudited pro forma condensed combined financial information, management performed a preliminary review of financial information

to identify differences in accounting policies and financial statement presentation between CCFI, Aaron’s and Katapult. At the

time of preparing the unaudited pro forma condensed combined financial information, other than the reclassifications described herein,

management is not aware of any material policy differences. However, the combined organization will continue to perform its detailed

review of CCFI’s, Aaron’s and Katapult’s accounting policies. Upon completion of that review, differences may be identified

between the accounting policies of CCFI, Aaron’s and Katapult that when conformed could have a material impact on the unaudited

pro forma condensed combined financial information. The reclassifications summarized below conform the presentation of CCFI, Aaron’s

and Katapult to reflect financial statement line items and presentation of the combined organization.

CCFI Unaudited Pro Forma Condensed Combined Balance Sheet

As of June 30, 2026

(in thousands)

Combined Organization

CCFI

Reclassification

Adjustments

Notes

CCFI

(Historical,

adjusted)

Assets

Cash and cash equivalents

$ 96,839

$ -

$ 96,839

Restricted cash

1,128

Accounts receivable, net

Finance receivables at amortized cost, net

Finance receivables at amortized cost, net of allowance for credit losses

410,280

Finance receivables at fair value

266,539

Other receivables

2,286

(a)

2,286

Card related pre-funding and receivables

2,286

(2,286 )

(a)

Lease merchandise

Merchandise inventories, net

Property, plant and equipment, net

Property, leasehold improvements and equipment, net

59,169

Right of use assets - operating leases

284,815

Goodwill

107,888

Intangible assets

61,301

Prepaid expenses and other assets

139,375

(b)

139,375

Security deposits

4,404

(4,404 )

(b)

Other assets

134,971

(134,971 )

(b)

Assets held for sale

Total assets

$ 1,429,620

$ -

$ 1,429,620

Liabilities and equity

Accounts payable and accrued liabilities

$ 211,429

$ 9,271

(c)

$ 220,700

Money orders payable

7,224

(7,224 )

(c)

Accrued interest

2,047

(2,047 )

(c)

Deferred revenue

5,874

Operating lease liabilities

Operating lease obligation

299,216

Deferred income taxes

Debt, net

973,824

(d)

973,824

Swingline loan

12,000

(12,000 )

(d)

Sparrow single-pay facility, net of deferred debt issuance costs

30,972

(30,972 )

(d)

Paycheck protection program loan

10,000

(10,000 )

(d)

First lien facility, net of deferred debt issuance costs

142,456

(142,456 )

(d)

Term loan, net of deferred debt issuance costs

110,532

(110,532 )

(d)

Sparrow term loan, net of deferred debt issuance costs

49,079

(49,079 )

(d)

Sparrow multi-pay facility, net of deferred debt issuance costs

109,688

(109,688 )

(d)

TMX ABL credit facility, net of deferred debt issuance costs

359,289

(359,289 )

(d)

Trident ATL loan, net of deferred debt issuance costs

142,348

(142,348 )

(d)

TMX over-advance credit facility, net of deferred debt issuance costs

7,460

(7,460 )

(d)

Derivative liability

Total liabilities

1,499,614

Equity

Preferred stock

Preferred units

237,794

Common stock

Common units

6,366

Additional paid-in capital

Retained deficit

(276,996 )

Accumulated other comprehensive loss

Non-controlling interest

(37,158 )

Total Equity

(69,994 )

Total Liabilities and Equity

$ 1,429,620

$ -

$ 1,429,620

(a) Reclassification

from “Card related pre-funding and receivables” to “Other receivables”.

(b) Reclassification from “Security

deposits” and “Other assets” to “Prepaid expenses and other assets”.

orders payable” and “Accrued interest” to “Accounts payable and accrued liabilities”.

(d) Reclassification

from “Swingline loan”, “Sparrow single-pay facility, net of deferred debt issuance costs”, “Paycheck protection

program loans”, “First lien facility, net of deferred debt issuance cost”, “Term loan, net of deferred debt issuance

costs”, “Sparrow term loan, net of deferred debt issuance costs”, “Sparrow multi-pay facility, net of deferred

debt issuance costs”, “TMX ABL credit facility, net of deferred debt issuance costs”, “Trident ATL loan, net

of deferred debt issuance costs”, and “TMX Over-advance credit facility, net of deferred debt issuance costs” to “Debt,

net”.

CCFI Unaudited Pro Forma Condensed Combined Statement of Operations

For the six months ended June 30, 2026

(in thousands)

Combined Organization

CCFI

Reclassification

Adjustments

Notes

CCFI

(Historical,

adjusted)

Revenues

Consumer finance revenues

$ -

$ 870,247

(a)

$ 870,247

Finance receivable revenues

563,532

(563,532 )

(a)

Credit service fees

241,976

(241,976 )

(a)

Check cashing fees

32,904

(32,904 )

(a)

Card fees

3,418

(3,418 )

(a)

Other revenues

28,417

(28,417 )

(a)

Lease revenues

Merchandise sales

Total revenues

870,247

Costs of revenues

Cost of consumer finance revenues

280,468

(b)

280,468

Provision for credit losses

213,799

(213,799 )

(b)

Fair value adjustment of finance receivables

(863 )

863

(b)

Net charge-offs of finance receivables at fair value

67,532

(67,532 )

(b)

Cost of lease revenues

Cost of merchandise sales

Total costs of revenues

280,468

Gross profit

589,779

Selling, general and administrative expense

463,921

(c)

463,921

Salaries and related expenses

183,814

(183,814 )

(c)

Non-cash equity based compensation

171

(171 )

(c)

Occupancy

84,363

(84,363 )

(c)

Other expenses

144,210

(144,210 )

(c)

Store closure expense

523

(523 )

(c)

Gain on store closures

(2,870 )

2,870

(c)

Advertising and marketing

20,001

(20,001 )

(c)

Depreciation and amortization

28,479

(28,479 )

(c)

Acquisition expenses

5,230

(5,230 )

(c)

Operating profit

125,858

Other expense

Interest expense, net

82,092

Income before income taxes

43,766

Provision (benefit) for income taxes

(Benefit from) provision for income taxes

(35,531 )

Net income

79,297

Net loss attributable to non-controlling interest

(171 )

Net income attributable to the combined organization

$ 79,468

$ -

$ 79,468

(a) Reclassification

from “Finance receivable revenues”, “Credit service fees”, “Check cashing fees”, “Card fees”,

and “Other revenues” to “Consumer finance revenues”.

(b) Reclassification from “Provision for credit

losses”, “Fair value adjustment of finance receivables”, and “Net charge-offs of finance receivables at fair

value” to “Cost of consumer finance revenues”. (c) Reclassification from “Salaries and related expenses”,

“Non-cash equity based compensation”, “Occupancy”, “Other expenses”, “Store closure expense”,

“Gain on store closure”, “Advertising and marketing”, “Depreciation and amortization”, and “Acquisition

expenses” to “Selling, general and administrative expense”.

CCFI Unaudited Pro Forma Condensed Combined Statement of Operations

For the year ended December 31, 2025

(in thousands)

Combined Organization

CCFI

Reclassification

Adjustments

Notes

CCFI

(Historical,

adjusted)

Revenues

Consumer finance revenues

$ -

$ 1,750,704

(a)

$ 1,750,704

Finance receivable revenues

1,124,750

(1,124,750 )

(a)

Credit service fees

520,157

(520,157 )

(a)

Check cashing fees

65,273

(65,273 )

(a)

Card fees

7,125

(7,125 )

(a)

Other revenues

33,399

(33,399 )

(a)

Lease revenues

Merchandise sales

Total revenues

1,750,704

Costs of revenues

Cost of consumer finance revenues

589,126

(b)

589,126

Provision for credit losses

481,378

(481,378 )

(b)

Fair value adjustment of finance receivables

(12,832 )

12,832

(b)

Net charge-offs of finance receivables at fair value

120,580

(120,580 )

(b)

Cost of lease revenues

Cost of merchandise sales

Total costs of revenues

589,126

Gross profit

1,161,578

Selling, general and administrative expense

958,010

(c)

958,010

Salaries and related expenses

367,064

(367,064 )

(c)

Non-cash equity based compensation

1,280

(1,280 )

(c)

Transition services expenses

2,932

(2,932 )

(c)

Occupancy

164,614

(164,614 )

(c)

Other expenses

313,969

(313,969 )

(c)

Store closure expense

818

(818 )

(c)

Gain on store closures

(643 )

643

(c)

Advertising and marketing

42,857

(42,857 )

(c)

Depreciation and amortization

62,991

(62,991 )

(c)

Acquisition expenses

2,128

(2,128 )

(c)

Operating profit

203,568

Other expense

Interest expense, net

171,553

Income before income taxes

32,015

Provision for income taxes

6,287

Net income

25,728

Net loss attributable to non-controlling interest

(1,280 )

Net Income attributable to the combined organization

$ 27,008

$ -

$ 27,008

(a) Reclassification

from “Finance receivable revenues”, “Credit service fees”, “Check cashing fees”, “Card fees”,

and “Other revenues” to “Consumer finance revenues”.

(b) Reclassification from “Provision for credit

losses”, “Fair value adjustment of finance receivables”, and “Net charge-offs of finance receivables at fair

value” to "Cost of consumer finance revenues”. (c) Reclassification from “Salaries and related expenses”,

“Non-cash equity based compensation”, “Transition services expenses”, “Occupancy”, “Other expenses”,

“Store closure expense”, “Gain on store closure”, “Advertising and marketing”, “Depreciation

and amortization”, and “Acquisition expenses” to “Selling, general and administrative expense”.

Aaron’s Unaudited Pro Forma Condensed Combined Balance Sheet

As of June 30, 2026 (in thousands)

Combined Organization

Aaron’s

Reclassification

Adjustments

Notes

Aaron’s

(Historical,

adjusted)

Assets

Cash and cash equivalents

$ 112,382

$ -

$ 112,382

Restricted cash

5,176

(a)

5,176

Prepaid expenses and other assets

5,176

(5,176 )

(a)

Accounts receivable, net

Accounts receivable

50,357

Finance receivables at amortized cost, net

Finance receivables at fair value

Other receivables

2,744

(b)

2,744

Income tax receivable

1,701

(1,701 )

(b)

Loans receivable

1,043

(1,043 )

(b)

Lease merchandise

610,539

Merchandise inventories, net

71,155

Property, plant and equipment, net

143,745

Right of use assets - operating leases

Operating lease right-of-use assets

367,016

Goodwill

Intangible assets

Prepaid expenses and other assets

62,070

Assets held for sale

2,614

Total assets

$ 1,427,798

$ -

$ 1,427,798

Liabilities and equity

Accounts payable and accrued liabilities

Accounts payable and accrued expenses

$ 279,265

$ -

$ 279,265

Deferred revenue

Customer deposits and advance payments

56,251

Operating lease liabilities

388,138

Deferred income taxes

Deferred income taxes payable

35,543

Debt, net

Debt

680,121

Derivative liability

Total liabilities

1,439,318

Equity

Preferred stock

Common stock

Additional paid-in capital

95,767

Retained deficit

Retained (losses) earnings

(105,876 )

Accumulated other comprehensive loss

(1,411 )

Non-controlling interest

Total equity

(11,520 )

Total liabilities and equity

$ 1,427,798

(a) Reclassification

of restricted cash from “Prepaid expenses and other assets” to “Restricted cash”.

(b) Reclassification from “Income

tax receivable” and “Loans receivable” to “Other receivables”.

Aaron’s Unaudited Pro Forma Condensed Combined Statement of Operations

For the six months ended June 30, 2026

(in thousands)

Combined Organization

Aaron’s

Reclassification

Adjustments

Notes

Aaron’s

(Historical,

adjusted)

Revenues

Consumer finance revenues

$ -

Lease revenues

Lease revenues and fees

691,871

12,526

(a)

704,397

Franchise royalties and other revenues

12,526

(12,526 )

(a)

Merchandise sales

Retail sales

247,558

34,041

(b)

281,599

Non-retail sales

34,041

(34,041 )

(b)

Total revenues

985,996

Costs of revenues

Cost of consumer finance revenues

Cost of lease revenues

Depreciation of lease merchandise and other lease revenue costs

230,206

44,971

(c)

275,177

Provision for lease merchandise write-offs

44,971

(44,971 )

(c)

Cost of merchandise sales

Retail cost of sales

185,814

27,535

(d)

213,349

Non-retail costs of sales

27,535

(27,535 )

(d)

Total costs of revenues

488,526

Gross profit

497,470

Selling, general and administrative expense

469,270

(e)

469,270

Personnel costs

223,220

(223,220 )

(e)

Other operating expenses, net

234,501

(234,501 )

(e)

Restructuring expenses, net

3,921

(3,921 )

(e)

Acquisition-related costs

7,628

(7,628 )

(e)

Operating profit

28,200

Other expense

(f)

Other non-operating income (expense), net

(32 )

(f)

Interest expense (income), net

Interest expense

59,758

(393 )

(g)

59,365

Other non-operating income (expense), net

(393 )

393

(g)

Income (loss) before income taxes

(31,197 )

Provision (benefit) for income taxes

Income tax benefit

(7,200 )

Net income (loss)

(23,997 )

Net loss attributable to non-controlling interest

Net income (loss) attributable to the combined organization

$ (23,997 )

$ -

$ (23,997 )

(a) Reclassification

from “Franchise royalties and other revenues” to “Lease revenues”.

(b) Reclassification from “Non-retail

sales” to “Merchandise sales”.

(d) Reclassification from “Non-retail cost of sales” to “Cost of merchandise sales”.

(e) Reclassification from “Personnel costs”, “Other operating expenses, net”, “Restructuring expenses, net”, and “Acquisition-related costs” to “Selling, general and administrative expense”.

(f) Reclassification from “Other non-operating income (expense), net” to “Other expense (income)”.

(g) Reclassification of Interest income from “Other non-operating income (expense), net” to “Interest expense (income), net”.

Aaron’s Unaudited Pro Forma Condensed Combined Statement of Operations

For the year ended December 31, 2025

(in thousands)

Combined Organization

Aaron’s

Reclassification

Adjustments

Notes

Aaron’s

(Historical,

adjusted)

Revenues

Consumer finance revenues

$ -

Lease revenues

Lease revenues and fees

1,366,343

24,265

(a)

1,390,608

Franchise royalties and other revenues

24,265

(24,265 )

(a)

Merchandise sales

Retail sales

560,820

79,925

(b)

640,745

Non-retail sales

79,925

(79,925 )

(b)

Total revenues

2,031,353

Costs of revenues

Cost of consumer finance revenues

Cost of lease revenues

Depreciation of lease merchandise and other lease revenue costs

456,527

74,335

(c)

530,862

Provision for lease merchandise write-offs

74,335

(74,335 )

(c)

Cost of merchandise sales

Retail cost of sales

430,594

65,243

(d)

495,837

Non-retail costs of sales

65,243

(65,243 )

(d)

Total costs of revenues

1,026,699

Gross profit

1,004,654

Selling, general and administrative expense

975,388

(e)

975,388

Personnel costs

483,346

(483,346 )

(e)

Other operating expenses, net

456,885

(456,885 )

(e)

Restructuring expenses, net

21,322

(21,322 )

(e)

Acquisition-related costs

13,835

(13,835 )

(e)

Operating profit

29,266

Other expense (income)

(40 )

(f)

(40 )

Other non-operating income (expense), net

(40 )

(f)

Interest expense (income), net

Interest expense

106,426

(345 )

(g)

106,081

Other non-operating income (expense), net

(345 )

345

(g)

Income (loss) before income taxes

(76,775 )

Provision (benefit) for income taxes

Income tax benefit

(21,050 )

Net income (loss)

(55,725 )

Net loss attributable to non-controlling interest

Net income (loss) attributable to the combined organization

$ (55,725 )

$ -

$ (55,725 )

(a) Reclassification

from “Franchise royalties and other revenues” to “Lease revenues”.

(b) Reclassification from “Non-retail

sales” to “Merchandise sales”.

(d) Reclassification from “Non-retail cost of sales” to “Cost of merchandise sales”.

(f) Reclassification from “Other non-operating income (expense), net” to “Other expense (income)”.

(g) Reclassification of Interest income from “Other non-operating income (expense), net” to “Interest expense (income), net”.

Katapult

Unaudited Pro Forma Condensed Combined Balance Sheet

As of June 30, 2026

(in thousands)

Combined Organization

Katapult

Reclassification

Adjustments

Notes

Katapult

(Historical,

Adjusted)

Assets

Cash and cash equivalents

$ 18,046

$ -

$ 18,046

Restricted cash

6,042

Accounts receivable, net

Finance receivables at amortized cost, net

Finance receivables at fair value

Other receivables

1,048

(a)

1,048

Prepaid expenses and other current assets

1,048

(1,048 )

(a)

Lease merchandise

Property held for lease, net of accumulated depreciation and impairment

69,423

Merchandise inventories, net

Property, plant and equipment, net

Property and equipment, net

136

Right of use assets - operating leases

Right-of-use assets, non-current

312

(b)

364

Prepaid expenses and other current assets

(52 )

(b)

Goodwill

Intangible assets

Capitalized software and intangible assets, net

2,773

Prepaid expenses and other assets

Prepaid expenses and other current assets

2,327

(c)

2,342

Security deposits

(15 )

(c)

Assets held for sale

Total assets

$ 100,174

$ -

$ 100,174

Liabilities and Equity

Accounts payable and accrued liabilities

$ -

$ 21,447

(d)

$ 21,447

Accounts payable

4,525

(4,525 )

(d)

Accrued liabilities

15,672

(15,672 )

(d)

Accrued litigation settlement

1,250

(1,250 )

(d)

Deferred revenue

Unearned revenue

5,488

Operating lease liabilities

418

(e)

418

Lease liabilities

(56 )

(e)

Lease liabilities, non-current

362

(362 )

(e)

Deferred income taxes

Debt, net

72,247

(f)

72,247

Revolving line of credit, net

74,065

(74,065 )

(f)

Deferred financing costs, net

(1,818 )

1,818

(f)

Derivative liability

8,700

Total liabilities

108,300

Equity

Preferred stock

27,909

(g)

27,909

Series A convertible preferred stock

11,308

(11,308 )

(g)

Series B convertible preferred stock

16,601

(16,601 )

(g)

Common stock

Additional paid-in capital

109,753

Retained deficit

Accumulated deficit

(145,788 )

Accumulated other comprehensive loss

Non-controlling interest

Total equity

(8,126 )

Total liabilities and equity

$ 100,174

$ -

$ 100,174

(a) Reclassification

of sales tax receivables from “Prepaid expenses and other current assets” to “Other receivables”.

(b) Reclassification

of current right of use assets from “Prepaid expenses and other current assets” to “Right of use assets – operating

leases”.

(d) Reclassification from “Accounts payable”, “Accrued liabilities”, and “Accrued litigation settlement”

to “Accounts payable and accrued liabilities”.

(e) Reclassification from “Lease liabilities” and “Lease

liabilities, non-current” to “Operating lease liabilities”.

(f) Reclassification from “Revolving line of credit,

net” and “Deferred financing costs, net” to “Debt, net”.

(g) Reclassification from “Series A Convertible

Preferred Stock” and “Series B Convertible Preferred Stock” to “Preferred Stock”. Katapult preferred stock

will be eliminated as a financing accounting adjustment in Note 6 below.

Katapult Unaudited Pro Forma Condensed Combined Statement of Operations

For the six months ended June 30, 2026

(in thousands)

Combined Organization

Katapult

Reclassification

Adjustments

Notes

Katapult

(Historical,

adjusted)

Revenues

Consumer finance revenues

$ -

Lease revenues

153,782

(a)

153,782

Rental revenue

150,934

(150,934 )

(a)

Other revenue

2,848

(2,848 )

(a)

Merchandise sales

Total Revenues

153,782

Total costs of revenues

Cost of consumer finance revenues

Cost of lease revenues

Cost of revenue

124,075

Cost of merchandise sales

Total cost of revenues

124,075

Gross profit

29,707

Selling, general and administrative expense

27,463

(b)

27,463

Operating expenses

27,301

(27,301 )

(b)

Interest expense and other fees

162

(162 )

(b)

Operating profit

2,244

Other expense (income)

(4,946 )

(c)

(4,946 )

Change in fair value of warrants and derivative liability

(4,946 )

4,946

(c)

Interest expense (income), net

5,863

(d)

5,863

Interest expense and other fees

6,150

(6,150 )

(d)

Interest income

(287 )

287

(d)

Income before income taxes

1,327

Provision for income taxes

Net income

1,298

Net loss attributable to non-controlling interest

Net income attributable to the combined organization

$ 1,298

$ -

$ 1,298

(a) Reclassification from “Rental revenue” and “Other revenue” to “Lease revenues”.

(b) Reclassification from “Operating expenses” and “Interest expense and other fees” to “Selling, general and administrative expense”.

(d) Reclassification from “Interest income” and “Interest expense and other fees” to “Interest expense (income), net”.

Katapult Unaudited Pro Forma Condensed Combined Statement of Operations

For the year ended December 31, 2025

(in thousands)

Combined Organization

Katapult

Reclassification

Adjustments

Notes

Katapult

(Historical,

adjusted)

Revenues

Consumer finance revenues

$ -

Lease revenues

291,761

(a)

291,761

Rental revenue

287,161

(287,161 )

(a)

Other revenue

4,600

(4,600 )

(a)

Merchandise sales

Total revenues

291,761

Costs of revenues

Cost of consumer finance revenues

Cost of lease revenues

Cost of revenue

240,158

Cost of merchandise sales

Total costs of revenues

240,158

Gross profit

51,603

Selling, general and administrative expense

52,436

(b)

52,436

Compensation costs

17,867

(17,867 )

(b)

Servicing costs

4,710

(4,710 )

(b)

Professional and consulting fees

8,167

(8,167 )

(b)

Technology and data analytics

6,113

(6,113 )

(b)

Underwriting fees

3,204

(3,204 )

(b)

General and administrative

11,242

(11,242 )

(b)

Litigation settlement, net

813

(813 )

(b)

Interest expense and other fees

320

(320 )

(b)

Operating profit (loss)

(833 )

Other expense (income)

(22,552 )

(c)

(22,552 )

Gain on extinguishment of term loan and settlement of derivative liability, net

(5,120 )

5,120

(c)

Change in fair value of warrants and derivative liability

(17,432 )

17,432

(c)

Interest expense (income), net

20,035

(d)

20,035

Interest expense and other fees

20,232

(20,232 )

(d)

Interest income

(197 )

197

(d)

Income before income taxes

1,684

Provision for income taxes

319

Net income

1,365

Net loss attributable to non-controlling interest

Net income attributable to the combined organization

$ 1,365

$ -

$ 1,365

(a) Reclassification from “Rental revenue” and “Other revenue” to “Lease revenues”.

(b) Reclassification from “Compensation costs”, “Servicing costs”, “Professional and consulting fees”, “Technology and data analytics”, “Underwriting fees”, “General and administrative”, “Litigation settlement, net”, and “Interest expense and other fees” to “Selling, general and administrative expense”.

(c) Reclassification from “Gain on extinguishment of term loan and settlement of derivative liability, net” and “Change in fair value of warrants and derivative liability” to “Other expense (income)”. (d) Reclassification from “Interest income” and “Interest expense and other fees” to “Interest expense (income), net”.

Note 3.

Calculation of Merger Consideration and Preliminary Purchase Price Allocation

The accounting

for the Mergers is based on currently available information and is considered preliminary. The final accounting for the Mergers may differ

materially from that presented in this unaudited pro forma condensed combined financial information. Refer to the following table for

the preliminary estimated fair value of consideration transferred:

Consideration

Transferred

(in thousands, except per share data; figures below may not foot due to rounding of shares)

Amount

Aaron’s common stock to be converted to Katapult common stock(1)

11,369

Aaron’s MIP units to be converted to Katapult common stock(1)

944

Estimated total shares held by Aaron’s

12,313

Katapult market price as of August 11, 2026

$ 6.48

Total estimated merger consideration for Aaron’s

$ 79,787

Katapult estimated outstanding common shares at close

5,137

Katapult market price as of August 11, 2026

$ 6.48

Estimated fair value of Katapult outstanding common stock(2)

$ 33,290

Settlement of Katapult Director RSUs (3)

828

Pre-combination value of vested portion of RSUs (4)

Total estimated merger consideration for Katapult

$ 34,208

Total estimated mergers consideration

$ 113,995

(1)

Represents approximately 12,312,815 shares of new Katapult common stock estimated to be issued to Aaron’s equity holders for common

stock and Aaron’s MIP units per the Merger Agreement.

(2)

Excludes the Katapult Preferred Stock which will be repurchased through the issuance of $75.0 million of new indebtedness but includes

the issuance of shares of Katapult common stock upon the cashless exercise of the Katapult Private Warrants.

(3)

Represents the cash settlement of unvested restricted stock units granted to Katapult Directors (the “Katapult Director RSUs”)

as of the closing date based on the terms of the Merger Agreement and the Contribution and Exchange Agreements.

(4)

Represents the pre-combination value of unvested Katapult RSUs attributable to pre-combination services as of the closing date of the

Mergers and the Contributions.

The fair value of merger consideration

has been estimated based on the number of Katapult common shares issued or retained and the per share opening price of Katapult’s

common stock as of August 11, 2026 on NASDAQ, as this is more readily determinable than the per unit price of CCFI units, as CCFI, the

accounting acquirer, was a private entity prior to the Mergers and the Contributions.

Preliminary

Purchase Price Allocation

The determination

of the fair value of the identifiable assets of Aaron’s and Katapult and the allocation of the estimated fair value of consideration

transferred to these identifiable assets and liabilities is preliminary and is pending finalization of various estimates, inputs and

analyses. The final purchase price allocation will be determined when the combined organization has completed the detailed valuations

and necessary calculations which will be within a year of the closing date. The actual fair value of consideration transferred may be

materially different to that reflected in the preliminary estimated consideration allocation presented herein. Any increase or decrease

in fair values of the net assets as compared with the unaudited pro forma condensed combined financial information may change the allocation

of total consideration to goodwill and other assets and liabilities and may impact the combined organization statement of operations

due to adjustments in the depreciation and amortization of the adjusted assets.

The following preliminary

purchase price allocation table presents the combined organization’s preliminary estimates of the fair values of the assets acquired

and liabilities assumed at Closing.

Estimated fair value

(in thousands)

Aaron’s

Katapult

Cash and cash equivalents

$ 112,382

$ 18,046

Restricted cash

5,176

6,042

Accounts receivable, net

50,357

Other receivables

2,744

1,048

Lease merchandise

543,000

73,000

Merchandise inventories, net

71,000

Property, plant and equipment, net

164,349

157

Right of use assets - operating leases

367,016

364

Intangible assets

46,000

70,757

Prepaid expenses and other assets

62,070

2,342

Assets held for sale

2,614

Total assets

$ 1,426,708

$ 171,756

Accounts payable and accrued liabilities

$ 279,265

$ 21,447

Deferred revenue

56,251

5,488

Operating lease liabilities

388,138

418

Deferred income taxes

34,692

12,187

Debt, net

680,121

144,574

Total liabilities

$ 1,438,467

$ 184,114

Net assets acquired

(11,759 )

(12,358 )

Goodwill

91,546

46,566

Fair value of consideration transferred

$ 79,787

$ 34,208

Goodwill represents

the excess of the preliminary estimated fair value of consideration transferred over the estimated fair value of the underlying net assets

acquired. Goodwill will not be amortized but instead will be reviewed for impairment annually, or more frequently if facts and circumstances

warrant a review. Goodwill recognized in the Mergers is not expected to be deductible for tax purposes.

Note 4.

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

Transaction

Accounting Adjustments

The adjustments

included in the Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2026 are as follows:

Adjustments

to Unaudited Pro Forma Condensed Combined Balance Sheet:

(4A) Reflects the preliminary estimated

fair value adjustment to property, plant and equipment acquired in the Mergers. The fair value of property, plant and equipment was determined

using a combination of the indirect and direct methods of the cost approach and the comparative sales method of the market approach.

The fair value of property, plant and equipment is subject to change.

Fair value of Aaron’s Property, Plant and Equipment, net:

(in thousands)

Carrying value as of

June 30, 2026

Step-up/(down)

value

Estimated fair

value

Land

$ 5,925

$ -

$ 5,925

Buildings and Improvements

3,279

Leasehold Improvements and Signs

31,717

11,555

43,272

Vehicles

25,423

7,399

32,822

Fixtures and Equipment

14,561

2,240

16,801

Software - Internal Use

41,739

(590 )

41,149

Assets Under Finance Leases

19,860

Construction in Progress

1,241

Total property, plant and equipment and pro forma adjustment

$ 143,745

$ 20,604

$ 164,349

Fair

value of Katapult Property, Plant and Equipment, net:

(in thousands)

Carrying value as of

June 30, 2026

Step-up/(down)

value

Estimated fair

value

Fixtures and equipment

$ 134

$ 19

$ 153

Leasehold improvements and signs

Total property, plant and equipment and pro forma adjustment

$ 136

$ 21

$ 157

(4B) Reflects the preliminary estimated

fair value adjustment to the Aaron’s and Katapult identifiable intangible assets acquired in the Mergers. The fair value of identifiable

intangible assets was determined using the income approach, specifically the relief-from-royalty method and the multi-period excess earnings

method. The fair value of intangible assets is subject to change.

Fair value of Aaron’s Intangible Assets:

(in thousands)

Carrying value as of

June 30, 2026

Step-up/(down)

value

Estimated fair

value

Tradenames and trademarks

40,000

Developed technology

6,000

Total identifiable intangible assets and pro forma adjustment

46,000

Fair value

of Katapult Intangible Assets:

(in thousands)

Carrying value as of

June 30, 2026

Step-up/(down)

value

Estimated fair

value

Capitalized software

$ 2,253

$ -

$ 2,253

Patents

504

Trade name

11,984

12,000

Developed technology

29,000

Merchant relationships

27,000

Total identifiable intangible assets and pro forma adjustment

$ 2,773

$ 67,984

$ 70,757

(4C) Reflects the preliminary estimated

fair value adjustment to the Aaron’s lease merchandise and merchandise inventories and Katapult’s lease merchandise acquired

in the Mergers. The fair value of lease merchandise and merchandise inventories was determined using the bottom-up and top-down methods.

The fair value of inventory is subject to change.

Fair value of Aaron’s Lease Merchandise and Merchandise Inventories, net:

(in thousands)

Carrying value as of

June 30, 2026

Step-up/(down)

value

Estimated fair

value

Lease merchandise

610,539

(67,539

)

543,000

Merchandise inventories, net

71,155

(155

)

71,000

Total inventory and pro forma adjustment

681,694

(67,694

)

614,000

Fair value

of Katapult Lease Merchandise:

(in thousands)

Carrying value as of

June 30, 2026

Step-up/(down)

value

Estimated fair

value

Lease merchandise

$ 69,423

$ 3,577

$ 73,000

Total inventory and pro forma adjustment

$ 69,423

$ 3,577

$ 73,000

(4D) Reflects estimated one-time non-recurring

transaction-related expenses of $6.1 million to be incurred prior to, or concurrent with, the closing of the Mergers, including legal

fees, advisory fees and closing costs incurred by CCFI and D&O tail policy fees for each entity.

(4E) Reflects the elimination of Aaron’s

and Katapult’s historical equity, following the Purchase of Preferred Stock as described in Note 6 below.

(4F) Represents a $0.9 million decrease

and $12.2 million increase to deferred income tax liabilities primarily as a result of the pro forma adjustments for the Aaron’s

and Katapult assets acquired and liabilities assumed, respectively, and a $3.4 million increase to deferred income tax liabilities as

a result of the impact of the acquisition of Aaron’s and Katapult on the realizability of CCFI’s deferred tax assets and

the impact of the pro forma adjustments. These estimates are preliminary as adjustments to deferred taxes could change due to further

refinement of the statutory income tax rates used to measure deferred taxes, changes in judgment regarding realizability of deferred

tax assets, potential statutory limitations in our ability to utilize acquired tax attributes, and changes in the estimates of the fair

values of assets acquired and liabilities assumed that may occur in conjunction with the closing of the Mergers. These changes in estimates

could be material.

(4G) Represents the adjustment of $138.1

million to goodwill based on the purchase price allocation as described above.

(in thousands)

June 30, 2026

Cash and cash equivalents(1)

$ 828

Common stock(2)

Additional paid-in capital

113,165

Purchase consideration

113,995

Net assets acquired

(24,117 )

Pro Forma Adjustment to Goodwill

$ 138,112

(1)

Represents the cash settlement of the Katapult Director RSUs of $0.8 million, as described in Note 3 above.

(2)

Represents par value for 12,312,815 shares of new Katapult common stock estimated to be issued to Aaron’s equity holders and 5,137,329

outstanding shares of Katapult Common Stock as of June 30, 2026 to be held by Katapult equity holders, inclusive of the exercise of the

Katapult Private Warrants and cancellation of Katapult Common Stock pursuant to earn out conditions triggered by the Mergers.

(4H) Reflects the increase in the liabilities

of $12.3 million for transaction-related compensation costs. Compensation costs include severance benefits, retention bonuses, and $5.4

million related to a bonus payment under the CCFI CIC Plan.

(4I) Represents the elimination of

intercompany balances of $3.0 million in accounts receivable, net and accounts payable and accrued liabilities between Aaron’s

and CCFI related to transaction fees shared between the two companies that are included in historical financials.

(4J) Represents the elimination of

CCFI’s historical equity and equity instruments, replaced by Katapult Common Stock issued to CCFI unitholders.

(in thousands)

June 30, 2026

Preferred stock

$ (237,794 )

Common stock(1)

(6,359 )

Non-controlling interest(2)

37,158

Additional paid-in capital

206,995

(1)

Represents the reversal of CCFI’s historical balance of $6.4 million and addition of par value for 69,772,607 shares of new Katapult

common stock estimated to be issued to CCFI unitholders.

(2)

Represents the reversal of CCFI’s historical non-controlling interest of $37.2 million to reflect the acquisition of CCFI MIP Equity

as a result of the Mergers and Contributions.

Note 5.

Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

The adjustments

included in the Unaudited Pro Forma Condensed Combined Statement of Operations for the six months ended June 30, 2026 and the year ended

December 31, 2025, are as follows:

Transaction

Accounting Adjustments

(5A) Reflects the adjustment to depreciation

expense, on a straight line-basis based on the preliminary fair value of Property, plant and equipment, net and the related estimated

useful life.

Aaron’s

Depreciation Expense:

(in thousands)

Estimated

useful life

Estimated increase

(decrease) in

fair value

Incremental depreciation

expense for the six months

ended June 30, 2026

Incremental depreciation

expense for the year ended

December 31, 2025

Leasehold Improvements and Signs

5 years

$ 11,555

$ 1,156

$ 2,311

Vehicles

8 years

7,399

462

925

Fixtures and Equipment

4 years

2,240

280

560

Software - Internal Use

8 years

(590 )

(39 )

(79 )

Total property, plant and equipment

$ 20,604

$ 1,859

$ 3,717

Katapult Depreciation Expense:

(in thousands)

Estimated

useful life

Estimated

increase in

fair value

Incremental depreciation

expense for the six months

ended June 30, 2026

Incremental depreciation

expense for the year ended

December 31, 2025

Fixtures and equipment

3 years

$ 19

$ 3

$ 6

Leasehold improvements and signs

8 years

Total property, plant and equipment

$ 21 21

$ 3

$ 6

(5B) Reflects the adjustment to amortization

expense, on a straight-line basis based on the preliminary fair value of Aaron’s and Katapult’s Intangible assets, net and

the related estimated useful life.

Aaron’s

Amortization Expense:

(in thousands)

Estimated

useful life

Estimated

increase in

fair value

Incremental amortization

expense for the six months

ended June 30, 2026

Incremental amortization

expense for the year ended

December 31, 2025

Tradenames and trademarks

9 years

$ 40,000

$ 2,353

$ 4,706

Developed technology

4 years

6,000

857

1,714

Total identifiable intangible assets

$ 46,000

$ 3,210

$ 6,420

Katapult

Amortization Expense:

(in thousands)

Estimated

useful life

Estimated

increase in

fair value

Incremental amortization

expense for the six months

ended June 30, 2026

Incremental amortization

expense for the year ended

December 31, 2025

Trade name

9 years

$ 11,984

$ 706

$ 1,412

Developed technology

6 years

29,000

2,636

5,273

Merchant relationships

12 years

27,000

1,174

2,348

Total identifiable intangible assets

$ 67,984

$ 4,516

$ 9,033

(5C) Reflects

the reduction of Cost of lease revenues of $17.0 million and $50.5 million for the six months

ended June 30, 2026 and the year ended December 31, 2025, respectively, for the preliminary

estimated fair value adjustment for lease merchandise of Aaron’s. Cost of merchandise

sales decreased by $0.2 million for the year ended December 31, 2025 for the preliminary

estimated fair value adjustment for merchandise inventories of Aaron’s. The sale of

Aaron’s merchandise inventory is expected to occur within twelve months of the Transaction

close date. As such, no pro forma adjustment is presented for the six months ended June 30,

2026. Further, the adjustment reflects the increase of Cost of lease revenues of $3.6 million

for the preliminary estimated fair value adjustment for lease merchandise of Katapult for

the year ended December 31, 2025. The depreciation of Katapult’s lease merchandise

is expected to occur within twelve months of the Transaction close date. As such, no pro

forma adjustment is presented for the six months ended June 30, 2026.

(5D) Reflects estimated one-time, non-recurring

transaction-related expenses of $6.1 million for the year ended December 31, 2025 directly associated with the Mergers, including legal

fees, advisory fees and closing costs incurred by CCFI and D&O tail policy fees for each entity. The transaction-related expenses

are expected to be incurred within the first twelve months after the close of the Transaction. As such, no pro forma adjustment is presented

for the six months ended June 30, 2026.

(5E) Reflects the reduction in stock-based

compensation expense of $0.1 million and $0.6 million directly associated with the Mergers and the Contributions as a result of the remeasurement

of outstanding Katapult RSUs for the six months ended June 30, 2026 and the year ended December 31, 2025, respectively.

(5F) Reflects estimated income tax

expense of $6.2 million and income tax benefit of $38.4 million related to the Transaction Accounting Adjustments for six months ended

June 30, 2026 and the year ended December 31, 2025. Tax-related adjustments are based upon an estimated US statutory tax rate. The estimated

blended tax rate used for the unaudited pro forma condensed combined financial information will likely vary from the actual tax rates

in periods as of and subsequent to the completion of the Mergers. Because Aaron’s and Katapult will be included in CCFI’s

consolidated tax return following the acquisition, CCFI assessed the realizability of its deferred tax assets and recorded a corresponding

valuation allowance adjustment in the unaudited pro forma condensed combined statement of operations as a nonrecurring adjustment.

(5G) Represents the adjustment to the

combined organization’s personnel costs of $12.3 million to record one-time post-combination compensation costs for the year ended

December 31, 2025. Compensation costs include severance benefits, retention bonuses, and $5.4 million related to a bonus payment under

the CCFI CIC Plan. The post-combination compensation costs are expected to be incurred within the first twelve months after the close

of the Transaction. As such, no pro forma adjustment is presented for the six months ended June 30, 2026.

(5H) Represents the elimination of

net loss attributable to non-controlling interest of $0.2 million and $1.3 million for the six months ended June 30, 2026 and the year

ended December 31, 2025, respectively, to reflect the acquisition of CCFI MIP Equity as a result of the Mergers and the Contributions

Note 6.

Purchase of Preferred Stock

As described

above, on December 11, 2025, a side-letter agreement was signed between Katapult and Hawthorn in which Hawthorn sold all shares of Katapult

Preferred Stock to Katapult. In connection with the Closing, Katapult entered into a term loan agreement with an aggregate principal

amount of $74.7 million to fund the purchase of the Katapult Preferred Stock. With the issuance of the $74.7 million loan,

Katapult repurchased all 65,000 preferred shares from Hawthorn, which eliminated Katapult’s preferred shares at their carrying

value of $27.9 million, as well as the $8.7 million derivative liability. The loan is presented net of issuance costs of $2.4 million.

The following adjustments were made to the unaudited pro forma condensed combined balance sheet:

(in thousands)

June 30, 2026

Debt, net

$ 72,327

Derivative liability

(8,700 )

Preferred stock

(27,909 )

Additional paid-in capital

(35,718 )

Further,

incremental interest expense of $5.9 million and the reversal of the $4.9 million gain from remeasurement of the derivative liability

are reflected in the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2026. Incremental

interest expense of $6.1 million associated with the issuance of the new debt instrument, in excess of historical interest expense of

$5.7 million incurred for existing debt paid off with the net proceeds from the issuance of Preferred Stock, and reversal of the $17.4

million gain from remeasurement of the derivative liability are reflected in the unaudited pro forma condensed combined statement of

operations for the year ended December 31, 2025. The following adjustments were made to the unaudited pro forma condensed combined statement

of operations:

(in thousands)

For the six months ended

June 30, 2026

For the year ended

December 31, 2025

Interest expense on new debt financing

5,866

11,744

Reduction of interest expense for extinguishment of existing debt

(5,654

)

Pro Forma Adjustment to Interest expense (income), net

5,866

6,090

Reversal of gain on Derivative liability

4,900

17,400

Pro Forma Adjustment to Other expense (income)

4,900

17,400

a result of the Purchase of Preferred Stock, a $1.4 million and $1.2 million income tax benefit is reflected for the six months ended

June 30, 2026 and the year ended December 31, 2025, respectively, based on the anticipated tax treatment and the statutory tax rate.

Note 7.

Financing Accounting Adjustments

As described above,

in connection with the Closing, Katapult entered into a term loan agreement for senior secured term loan facilities in an aggregate principal

amount of up to $200.0 million, consisting of (i) an initial term loan facility in an aggregate principal amount of approximately $121.7

million, which was funded fully on August 11, 2026, and (ii) a delayed draw term loan facility in an aggregate principal amount of up

to approximately $78.0 million. The following financing adjustments were made to the unaudited pro forma condensed combined balance sheet:

(in thousands)

June 30, 2026

Proceeds from the debt financing

$ 121,725

Payment of financing costs

(7,581 )

Pro Forma Adjustment

$ 114,144

Further, the following financing adjustments

were made to the unaudited pro forma condensed combined statement of operations:

(in thousands)

For the six months ended

June 30, 2026

For the year ended

December 31, 2025

Interest expense on delayed draw term loan

$ 13,031

$ 25,236

Amortization of debt issuance costs

1,131

1,803

Pro Forma Adjustment to Interest expense (income), net

$ 14,162

$ 27,039

Additionally,

in connection with the transaction, CCFI entered into a fifth amendment to the agreement for the Sparrow Term Loan to amend certain covenants

and provisions. The primary provisions of this amendment increased the maximum commitment by $25.0 million to $75.0 million, which was

funded in full on August 10, 2026. The following financing adjustments were made to the unaudited pro forma condensed combined balance

sheet:

(in thousands)

June 30, 2026

Proceeds from the debt financing

$ 25,000

Pro Forma Adjustment

$ 25,000

Further,

the following financing adjustments were made to the unaudited pro forma condensed combined statement of operations:

(in thousands)

For the six months ended

June 30, 2026

For the year ended

December 31, 2025

Interest expense on Sparrow Term Loan

$ 1,500

$ 4,500

Pro Forma Adjustment to Interest expense (income), net

$ 1,500

$ 4,500

a result of the Financing Adjustments, a $3.8 million and $4.7 million income tax benefit is reflected for the six months ended June

30, 2026 and the year ended December 31, 2025, respectively, based on the anticipated tax treatment and the statutory tax rate.

Note 8.

Earnings Per Share

The following tables

set forth the computation of pro forma basic and diluted earnings per share of the combined organization for the six months ended June

30, 2026 and the year ended December 31, 2025.

(in thousands, except per share data)

Numerator (basic and diluted):

For the six months ended

June 30, 2026

For the year ended

December 31, 2025

Pro forma net income (loss) attributable to common shares

$ 36,857

$ (29,256 )

Denominator:

Weighted-average number of common shares outstanding – basic and diluted

87,259

86,813

Pro forma earnings (loss) per share:

Basic and diluted

$ 0.42

$ (0.34 )

(in thousands)

For the six months ended

June 30, 2026

For the year ended

December 31, 2025

Denominator for basic and diluted

Historical weighted-average number of common shares outstanding

5,473

5,027

Total Katapult Common Stock to be cancelled pursuant to earn out conditions triggered by the Mergers

(300 )

Shares of Katapult common stock issued to Aaron’s stockholders in the Mergers and Contributions

12,313

Shares of Katapult common stock issued to CCFI unitholders in the Mergers and Contributions

69,773

Total weighted average common shares outstanding (basic and diluted):

87,259

86,813

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