10-K/A
MVB FINANCIAL CORP (MVBF)
| UNITED STATES | ||
|---|---|---|
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
| FORM 10-K/A<br><br>(Amendment No. 1) | ||
| (Mark One) | ||
| ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
| For the fiscal year ended December 31, 2025 | ||
| or | ||
| ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
| For the transition period from __________ to __________ | ||
| Commission file number 001-38314 | ||
| MVB Financial Corp. | ||
| (Exact name of registrant as specified in its charter) | ||
| West Virginia | 20-0034461 | |
| (State or other jurisdiction of<br>incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 301 Virginia Avenue, Fairmont, WV | 26554 | |
| (Address of principal executive offices) | (Zip Code) | |
| Registrant’s telephone number, including area code (304) 363-4800 | ||
| Securities registered pursuant to Section 12(b) of the Act: | ||
| Title of each class | Trading Symbol(s) | Name of each exchange on<br>which registered |
| Common Stock, $1.00 Par Value Per Share | MVBF | The Nasdaq Stock Market LLC<br><br>(Nasdaq Capital Market) |
| Securities registered pursuant to Section 12(g) of the Act: None |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☒ | Non-accelerated filer ☐ | Smaller reporting company ☐ | 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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ☐ No ☒
Based upon the closing price of the common shares of the registrant on June 30, 2025 of $22.53 as reported on the Nasdaq Capital Market, the aggregate market value of the common shares of the registrant held by non-affiliates during that time was $262.3 million. For this purpose, certain executive officers and directors
are considered affiliates. This calculation does not reflect a determination that such persons are affiliates for any other purpose.
As of March 11, 2026, the registrant had 12,844,813 shares of common stock outstanding with a par value of $1.00 per share.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement relating to the 2026 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K.
EXPLANATORY NOTE
On March 12, 2026, MVB Financial Corp. (the “Company”) filed its Annual Report on Form 10-K for the year ended December 31, 2025 with the Securities and Exchange Commission (the “Original Filing”).
This Amendment No. 1 to Form 10-K (“Amendment No. 1”) of the Company is being filed solely to amend Item 15(c) of Part IV of the Original Filing to include the separate financial statements of Warp Speed Holdings, LLC (“Warp Speed”) as required under Rule 3-09 of Regulation S-X (“Rule 3-09”). The financial statements of Warp Speed for its fiscal year ended December 31, 2025 were not available at the time the Company filed the Original Filing. The required financial statements are now provided as Exhibit 99.1 to this Amendment No. 1.
Warp Speed was significant under Rule 3-09 for the fiscal years ended December 31, 2025, but not for the fiscal years ended December 31, 2024 and 2023. As a result, under Rule 3-09, we have included in this Amendment No. 1 audited consolidated financial statements for the fiscal year ended December 31, 2025 and unaudited consolidated financial statements for the years ended December 31, 2024 and 2023.
Part IV, Item 15 is the only portion of the Company’s Annual Report on Form 10-K being supplemented or amended by this Form 10-K/A. This Amendment No. 1 also updates, amends and supplements Part IV, Item 15 of the Original Filing to include, among other items, the filing of new certifications of our Chief Executive Officer and Chief Financial Officer, pursuant to Rules 13a-14(a) and (b) of the Securities Exchange Act of 1934, as amended. This Amendment No. 1 does not change any other information set forth in the Original Filing. This Amendment No. 1 consists solely of the preceding cover page, this explanatory note, the information required by Item 15(c) of Form 10-K as provided in Exhibit 99.1, a signature page, the accountants’ consent for Warp Speed and certifications required to be filed as exhibits hereto.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following consolidated financial and informational statements of the registrant are included in the Company’s Annual Report on Form 10-K filed on March 12, 2026:
| (a)(1) | Financial Statements |
|---|---|
| Report of Independent Registered Public Accounting Firm Opinion on the Consolidated Financial Statements | |
| Report of Independent Registered Public Accounting Firm Opinion on Internal Control over Financial Reporting | |
| Consolidated Balance Sheets at December 31, 2025 and 2024 | |
| Consolidated Statements of Income for the years ended December 31, 2025, 2024 and 2023 | |
| Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023 | |
| Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023 | |
| Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 | |
| Notes to Consolidated Financial Statements | |
| Management’s Annual Report on Internal Control over Financial Reporting | |
| (b) | Exhibits |
| Exhibits filed with this Annual Report on Form 10-K/A (Amendment No.1) pursuant to Item 601 of Regulation S-K are attached hereto. For a list of such exhibits, refer to the “Exhibit Index” below. These exhibits should be read in conjunction with Item 15 of the Company’s Annual Report on Form 10-K filed on March 12, 2026. |
EXHIBIT INDEX
| Exhibit Number | Description | Exhibit Location |
|---|---|---|
| 23.2 | Consent of Independent Registered Public Accounting Firm | Filed herewith |
| 31.3 | Certificate of Principal Executive Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002 | Filed herewith |
| 31.4 | Certificate of Principal Financial Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002 | Filed herewith |
| 32.2* | Certificate of Principal Executive Officer & Principal Financial Officer pursuant to Section 906 of Sarbanes Oxley Act of 2002 | Filed herewith |
| 99.1 | Financial Statements of Warp Speed for the year ended December 31, 2025 | Filed herewith |
| 101.INS | XBRL Instance Document | Annual Report Form 10-K, File No. 001-38314, filed March 12, 2026, and incorporated by reference herein |
| 101.SCH | XBRL Taxonomy Extension Schema | Annual Report Form 10-K, File No. 001-38314, filed March 12, 2026, and incorporated by reference herein |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase | Annual Report Form 10-K, File No. 001-38314, filed March 12, 2026, and incorporated by reference herein |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase | Annual Report Form 10-K, File No. 001-38314, filed March 12, 2026, and incorporated by reference herein |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase | Annual Report Form 10-K, File No. 001-38314, filed March 12, 2026, and incorporated by reference herein |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase | Annual Report Form 10-K, File No. 001-38314, filed March 12, 2026, and incorporated by reference herein |
(*) In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.2 hereto are deemed to accompany this Form 10-K/A and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
SIGNATURES
| Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. | |||
|---|---|---|---|
| MVB Financial Corp. | |||
| Date: | March 31, 2026 | By: | /s/ Larry F. Mazza |
| Larry F. Mazza | |||
| CEO, President and Director | |||
| (Principal Executive Officer) |
Document
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333‑283899 and 333‑180317) and Form S-8 (Nos. 333‑266266, 333‑260228, 333‑225392 and 333‑189512) of MVB Financial Corp, Inc. of our report dated March 31, 2026, with respect to the consolidated financial statements of Warp Speed Holdings LLC appearing in this Annual Report on Form 10-K/A of MVB Financial Corp, Inc.
/s/ Richey, May, and Co.,LLP
Englewood, Colorado
March 31, 2026
Document
Exhibit 31.3
Form 10-K/A Certification
CERTIFICATION
I, Larry F. Mazza, certify that:
1.I have reviewed this Annual Report on Form 10-K/A of MVB Financial Corp.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted account principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | March 31, 2026 | /s/ Larry F. Mazza |
|---|---|---|
| Larry F. Mazza | ||
| CEO and Director | ||
| (Principal Executive Officer) |
Document
Exhibit 31.4
Form 10-K/A Certification
CERTIFICATION
I, Michael R. Sumbs, certify that:
1.I have reviewed this Annual Report on Form 10-K/A of MVB Financial Corp.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted account principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | March 31, 2026 | /s/ Michael R. Sumbs |
|---|---|---|
| Michael R. Sumbs | ||
| Executive Vice President and CFO | ||
| (Principal Financial and Accounting Officer) |
Document
Exhibit 32.2
SIGNATURES
In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant caused this Annual Report on Form 10-K/A (the “Report”) to be signed on its behalf by the undersigned, thereunto duly authorized and based on our knowledge and belief that:
1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| MVB Financial Corp. | ||||
|---|---|---|---|---|
| By: | /s/ Larry F. Mazza | /s/ Michael R. Sumbs | ||
| Larry F. Mazza | Michael R. Sumbs | |||
| CEO and Director | Executive Vice President and CFO | |||
| (Principal Executive Officer) | (Principal Financial and Accounting Officer) | |||
| Date: | March 31, 2026 | Date: | March 31, 2026 |
warpspeedholdingsfinanci
INDEPENDENT AUDITORʹS REPORT AND CONSOLIDATED FINANCIAL STATEMENTS FOR WARP SPEED HOLDINGS LLC AS OF DECEMBER 31, 2025 AND 2024 AND FOR THE YEARS ENDED DECEMBER 31, 2025, 2024, AND 2023
WARP SPEED HOLDINGS LLC TABLE OF CONTENTS Page INDEPENDENT AUDITORʹS REPORT 1 CONSOLIDATED FINANCIAL STATEMENTS Consolidated Balance Sheets 3 Consolidated Statements of Operations 5 Consolidated Statements of Comprehensive Income 6 Consolidated Statements of Changes in Membersʹ Equity 7 Consolidated Statements of Cash Flows 8 Notes to Consolidated Financial Statements 10
9780 S. Meridian Blvd., Suite 500 Englewood, CO 80112 303‐721‐6131 www.richeymay.com Assurance | Tax | Advisory INDEPENDENT AUDITOR’S REPORT To the Members and Board of Directors Warp Speed Holdings LLC Jackson, Wyoming Report on the Audit of the Consolidated Financial Statements Opinion We have audited the consolidated financial statements of Warp Speed Holdings LLC, which comprise the consolidated balance sheet as of December 31, 2025, and the related consolidated statements of operations, comprehensive income, changes in members’ equity, and cash flows for the year then ended, and the related notes to the consolidated financial statements. In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of Warp Speed Holdings LLC as of December 31, 2025 and the results of their operations and their cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. Basis for Opinion We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of Warp Speed Holdings LLC and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Other Matter The accompanying consolidated balance sheet of Warp Speed Holdings LLC as of December 31, 2024, and the related consolidated statements of operations, comprehensive income, changes in members’ equity, and cash flows for the years then ended December 31, 2024 and 2023, and the related notes to the consolidated financial statements were compiled and are presented as unaudited. Accordingly, we do not express an opinion or any other form of assurance on such financial statements. Responsibilities of Management for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about Warp Speed Holdings LLC’s ability to continue as a going concern for one year after the date the consolidated financial statements are issued.
This Audit Opinion is provided under Richey, May & Co., LLP which is a licensed independent CPA firm that provides attest services to its clients. 2 INDEPENDENT AUDITOR’S REPORT Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements. In performing an audit in accordance with GAAS, we: Exercise professional judgment and maintain professional skepticism throughout the audit. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Warp Speed Holdings LLC’s internal control. Accordingly, no such opinion is expressed. Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements. Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about Warp Speed Holdings LLC’s ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control–related matters that we identified during the audit. Englewood, Colorado March 31, 2026
WARP SPEED HOLDINGS LLC CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2025 AND 2024 2025 2024 (Audited) (Unaudited) ASSETS Cash and cash equivalents 39,194,767$ 23,975,216$ Restricted cash 9,649,340 11,669,013 Escrow cash 5,046,290 4,943,516 Mortgage loans held for sale, at fair value 205,278,530 218,984,033 Mortgage loans held for investment, net 243,657,710 281,682,023 Notes receivable, construction loans, net 115,693,136 110,707,737 Accounts receivable and advances 24,635,911 27,058,897 Due from related parties 3,528,059 918,667 Securities sold under agreements to repurchase, at fair value 152,886,520 68,127,414 Securities sold under agreements to repurchase, at amortized cost 487,516,343 268,546,877 Mortgage‐backed securities, at amortized cost 191,494,086 217,648,252 Mortgage loans held for investment in securitized trusts 486,603,794 531,889,825 Servicing advances 2,130,783 1,418,489 Derivative assets 2,781,967 5,161,336 Prepaid expenses 891,071 1,802,936 Right‐of‐use asset 1,495,666 1,439,197 Ginnie Mae loans subject to repurchase right 2,950,354 5,171,156 Property and equipment, net 385,284 137,318 Mortgage servicing rights, at fair value 4,253,728 2,428,655 Real estate owned 2,307,336 3,687,687 Deposits 127,446 99,979 Investment in affiliates 6,894,523 3,365,712 Goodwill 912,383 912,383 TOTAL ASSETS 1,990,315,027$ 1,791,776,318$ The accompanying notes are an integral part of these consolidated financial statements. 3
WARP SPEED HOLDINGS LLC CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2025 AND 2024 2025 2024 (Audited) (Unaudited) LIABILITIES AND MEMBERSʹ EQUITY LIABILITIES Accounts payable and accrued expenses 18,775,053$ 17,290,654$ Customer deposits and loan escrows 4,778,319 4,767,357 Financing facilities 525,508,131 573,075,275 Repurchase lines of credit 637,325,189 336,070,505 Line of credit 13,250,000 12,870,000 Due to related parties 186,658 121,781 Reserve for repurchases and indemnifications 2,018,762 2,028,952 Derivative liabilities 3,853,870 12,595,950 Deferred revenue 1,366,814 1,087,983 Liability for Ginnie Mae loans subject to repurchase right 2,950,354 5,171,156 Lease liability 1,528,931 1,456,172 Notes payable 1,772,681 4,500,526 Notes payable, related party 18,995,000 20,754,955 Securities financing arrangement 592,986,904 662,099,809 Securitized mortgage trust liabilities 80,140,623 81,866,582 Total liabilities 1,905,437,289 1,735,757,657 COMMITMENTS AND CONTINGENCIES (Note 21) MEMBERSʹ EQUITY Membersʹ equity 84,572,545 62,714,598 Accumulated other comprehensive (income) loss 305,193 (6,695,937) Total membersʹ equity 84,877,738 56,018,661 TOTAL LIABILITIES AND MEMBERSʹ EQUITY 1,990,315,027$ 1,791,776,318$ The accompanying notes are an integral part of these consolidated financial statements. 4
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023 2025 2024 2023 (Audited) (Unaudited) (Unaudited) REVENUE Gain on sale of mortgage loans held for sale, net of direct costs of $6,241,188, $5,196,147 and $4,560,258, respectively 44,433,361$ 35,632,370$ 16,979,603$ Loan origination fees, net of direct costs of $7,053,462, $7,297,335, and $4,762,514, respectively 39,225,901 45,624,123 37,680,793 Loan servicing fees, net of direct costs of $869,281, $923,671, and $676,832, respectively 1,078,863 1,312,705 789,530 Title insurance premiums, net of direct costs of $1,874,010, $2,333,449 and $2,435,710, respectively 6,160,362 7,770,860 8,030,975 Professional and administrative service revenue 268,318 ‐ ‐ Insurance commission and fees 1,712,516 1,694,908 1,074,891 Valuation adjustment and deletions of mortgage servicing rights 1,135,081 555,777 (2,763,862) Gain (loss) on sale of mortgage servicing rights 173,392 205,143 (216,777) Income from investment in affiliates 4,415,547 554,155 ‐ Other income 965,666 2,285,628 7,199,899 Total revenue 99,569,007 95,635,669 68,775,052 INTEREST INCOME (EXPENSE) Interest income 81,912,167 53,893,223 61,290,176 Interest income on securitized mortgage loans 25,155,096 28,731,095 7,076,450 Interest expense (77,686,632) (65,590,915) (71,095,134) Interest expense on securitized mortgage loans (24,417,936) (28,115,813) (3,508,088) Total interest income (expense) 4,962,695 (11,082,410) (6,236,596) EXPENSES Salaries, commissions and benefits 57,238,779 56,002,858 43,126,987 Occupancy, equipment and communications 2,167,595 3,060,997 2,903,701 General and administrative 18,575,813 18,027,521 18,539,774 Depreciation and amortization 96,372 41,031 100,060 Provision for loan losses 605,386 611,551 312,537 Total expenses 78,683,945 77,743,958 64,983,059 NET INCOME (LOSS) 25,847,757 6,809,301 (2,444,603) NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST 449,865 3,273,519 456,590 NET INCOME (LOSS) ATTRIBUTABLE TO CONTROLLING INTEREST 25,397,892$ 3,535,782$ (2,901,193)$ WARP SPEED HOLDINGS LLC The accompanying notes are an integral part of these consolidated financial statements. 5
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023 2025 2024 2023 (Audited) (Unaudited) (Unaudited) NET INCOME (LOSS) 25,847,757$ 6,809,301$ (2,444,603)$ OTHER COMPREHENSIVE INCOME (LOSS): Unrealized change on cash flow hedges arising during the year (10,312,575) 7,137,791 ‐ Reclassification adjustment for net realized gain (loss) on cash flow hedges 3,311,445 (441,854) ‐ COMPREHENSIVE INCOME (LOSS) 18,846,627 13,505,238 (2,444,603) COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST 449,865 3,273,519 456,590 COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO CONTROLLING INTEREST 18,396,762$ 10,231,719$ (2,901,193)$ WARP SPEED HOLDINGS LLC The accompanying notes are an integral part of these consolidated financial statements. 6
WARP SPEED HOLDINGS LLC CONSOLIDATED STATEMENTS OF MEMBERSʹ EQUITY Accumulated other Controlling comprehensive Noncontrolling interest income (loss) interest Totals Balance, January 1, 2023 (Unaudited) 57,803,588$ ‐$ 5,453,149$ 63,256,737$ Member contributions 3,200,000 ‐ 189,000 3,389,000 Member distributions (2,668,126) ‐ (2,407,795) (5,075,921) Net income (loss) (2,901,193) ‐ 456,590 (2,444,603) Balance, December 31, 2023 (Unaudited) 55,434,269 ‐ 3,690,944 59,125,213 Deconsolidation of variable interest entities (2,026,659) ‐ (2,026,659) (4,053,318) Investment in affiliate recognized from the deconsolidation of variable interest entities 2,811,557 ‐ ‐ 2,811,557 Member contributions of deconsolidated variable interest entities 942,000 ‐ ‐ 942,000 Member distributions of deconsolidated variable interest entities (1,608,005) ‐ (1,608,004) (3,216,009) Member distributions (665,935) ‐ ‐ (665,935) Noncontrolling contributions 2,625,000 ‐ ‐ 2,625,000 Noncontrolling distributions ‐ ‐ (1,663,211) (1,663,211) Net income 3,535,782 ‐ 3,273,519 6,809,301 Other comprehensive income ‐ cash flow hedge ‐ (6,695,937) ‐ (6,695,937) Balance, December 31, 2024 (Unaudited) 61,048,009 (6,695,937) 1,666,589 56,018,661 Deconsolidation of variable interest entities (2,489,903) ‐ ‐ (2,489,903) Investment in affiliate recognized from the deconsolidation of variable interest entities 2,006,258 ‐ ‐ 2,006,258 Member distributions (2,931,558) ‐ ‐ (2,931,558) Noncontrolling distributions ‐ ‐ (574,607) (574,607) Net income 25,397,892 ‐ 449,865 25,847,757 Other comprehensive loss ‐ cash flow hedge ‐ 7,001,130 ‐ 7,001,130 ‐ Balance, December 31, 2025 (Audited) 83,030,698$ 305,193$ 1,541,847$ 84,877,738$ The accompanying notes are an integral part of these consolidated financial statements. 7
WARP SPEED HOLDINGS LLC CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023 2025 2024 2023 (Audited) (Unaudited) (Unaudited) CASH FLOW FROM OPERATING ACTIVITIES Net income (loss) 25,847,757$ 6,809,301$ (2,444,603)$ Non‐cash items‐ Provision for loan losses 605,386 611,551 312,537 Depreciation and amortization 96,372 41,031 100,060 Amortization of right‐of‐use asset 458,141 739,880 576,926 Gain on sale of mortgage loans held for sale, net of direct costs (44,433,361) (35,632,370) (16,979,603) (Gain) loss on sale of mortgage servicing rights (173,392) (205,143) 216,777 (Gain) loss on cash flow hedges reclassified from other comprehensive income to earnings (3,311,445) 441,854 ‐ Valuation adjustment and deletions of mortgage servicing rights (1,135,081) (555,777) 2,763,862 Income from investment in affiliates (4,415,547) (554,155) ‐ Changes in‐ Escrow cash (112,882) (4,366,093) 3,317,559 Proceeds from sale and principal payments of mortgage loans held for sale 1,181,584,810 1,404,701,850 1,446,283,284 Origination and purchases of mortgage loans held for sale (1,593,614,043) (1,677,395,087) (1,266,837,104) Notes receivable, construction loans, net 52,136,746 (71,022,221) (18,711,000) Accounts receivable and advances 2,366,913 (6,651,019) (9,597,227) Due from related parties (2,838,913) (334,748) 400,000 Securities sold under agreements to repurchase, at fair value (4,742,427) (67,724,316) ‐ Securities sold under agreements to repurchase, at amortized cost 4,543,529 28,227,363 167,846,857 Distributions received from equity method investment 2,892,994 ‐ ‐ Servicing advances (712,294) 725,312 (1,148,859) Derivative assets (837,381) (3,916,328) 160,246 Prepaid expenses 871,168 578,841 1,059,269 Deposits (27,467) 62,278 58,647 Changes in‐ Accounts payable and accrued expenses 1,599,622 4,364,784 1,836,575 Customer deposits and loan escrows 15,295 4,123,821 (5,164,673) Reserve for repurchases and indemnifications (600,968) (541,418) (244,436) Derivative liabilities 4,787,503 5,458,159 ‐ Deferred revenue 278,831 2,891,427 ‐ Lease liability (441,851) (720,663) (424,655) Net changes in operating activities (379,311,985) (409,841,886) 303,380,439 CASH FLOW FROM INVESTING ACTIVITIES Purchases of property and equipment (344,338) (19,941) (105,918) Mortgage loans held for investment, net 145,412,042 (15,393,590) 124,211,334 Acquisition of mortgage loans held for investment in securitized trusts ‐ ‐ (91,224,371) Principal payments on mortgage loans held for investment in securitized trusts 45,286,031 44,286,261 ‐ Principal payments of mortgage‐backed securities 26,154,166 36,022,491 ‐ Proceeds from sale of real estate owned 1,380,351 ‐ 254,854 Purchases of real estate owned ‐ (623,211) ‐ Deconsolidation of variable interest entities cash (2,482,877) (3,434,854) ‐ Proceeds from sale of mortgage servicing rights 1,223,588 3,246,261 220,347 Net changes in investing activities 216,628,963 64,083,417 33,356,246 The accompanying notes are an integral part of these consolidated financial statements. 8
WARP SPEED HOLDINGS LLC CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023 2025 2024 2023 (Audited) (Unaudited) (Unaudited) CASH FLOW FROM FINANCING ACTIVITIES Net borrowings (repayments) under financing facilities (47,180,394)$ 198,157,131$ (220,107,554)$ Net borrowings (repayments) under repurchase lines of credit 301,254,684 228,914,523 (215,940,504) Borrowings of securitized mortgage trust liabilities ‐ ‐ 83,445,285 Proceeds from securities financing arrangement ‐ ‐ 738,622,458 Repayments of subsidiary financing facility ‐ ‐ (738,622,458) Net repayments under securities financing arrangement (69,112,905) (76,522,649) ‐ Principal payments to securitized mortgage trust liabilities (1,725,959) (1,578,703) ‐ Borrowings (repayments) under notes payable, related party (1,759,955) 754,955 19,874,067 Net borrowings under line of credit 380,000 4,122,946 8,747,054 Borrowings (repayments) under notes payable (2,466,406) (392,515) (1,823,817) Member contributions of deconsolidated variable interest entities ‐ 942,000 ‐ Member distributions of deconsolidated variable interest entities ‐ (3,216,009) ‐ Noncontrolling interest contributions ‐ 2,625,000 ‐ Noncontrolling interest distributions (574,607) (1,663,211) ‐ Member contributions ‐ ‐ 3,389,000 Member distributions (2,931,558) (665,935) (5,075,921) Net changes in financing activities 175,882,900 351,477,533 (327,492,390) CHANGES IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 13,199,878 5,719,064 9,244,295 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR 35,644,229 29,925,165 20,680,870 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF YEAR 48,844,107$ 35,644,229$ 29,925,165$ SUPPLEMENTAL DISCLOSURE OF CASH ACTIVITIES Cash paid for interest 78,913,716$ 64,436,534$ 69,074,826$ SUPPLEMENTAL DISCLOSURES OF NON‐CASH OPERATING, INVESTING AND FINANCING ACTIVITIES The Company retained mortgage servicing rights in connection with loan sales. 1,740,188$ 404,827$ 3,905,027$ The Company recognized loans eligible for repurchase from GNMA and the related liability. 2,950,354$ 5,171,156$ 22,609,094$ Decrease in consolidated total assets resulting from the deconsolidation of variable interest entities. 724,502$ 143,279,802$ ‐$ Decrease in consolidated total liabilities resulting from the deconsolidation of variable interest entities. 717,476$ 142,661,338$ ‐$ Investment in affiliate recognized from the deconsolidation of variable interest entities. 2,006,258$ 2,811,557$ ‐$ Noncash transfers among mortgage loans held for sale, at fair value, mortgage loans held for investment, net, securities sold under agreements to repurchase and notes receivable, construction loans, net. 172,440,857$ 239,236,377$ 52,281,207$ The Company securitized mortgage loans into GNMA mortgage‐backed securities and retained the securities. ‐$ ‐$ 253,670,743$ Noncash transfer of mortgage loans held for investment in securitized trusts in connection with Series 2023‐1. ‐$ ‐$ 484,951,715$ The accompanying notes are an integral part of these consolidated financial statements. 9
WARP SPEED HOLDINGS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS __________________________________________________________________________________________________________________________________________________________________________________________ 10 Note 1 – Organization and Summary of Significant Accounting Policies Organization Warp Speed Holdings LLC (Warp) was incorporated in the State of Wyoming and operates as a holding company that owns interest in multiple operating subsidiaries and affiliated entities primarily engaged in mortgage lending and related financial services. Warp, together with its consolidated subsidiaries, is referred to herein as the “Company”. The Company conducts its activities through a combination of operating subsidiaries and holding entities. These activities include residential mortgage lending, title/escrow, insurance services, staffing and outsourcing services, and investments in mortgage lending entities. The Company’s subsidiaries and affiliated entities include: Calcon Mutual Mortgage LLC dba OneTrust Home Loans (Calcon), a wholly owned independent mortgage lender that originates residential mortgage loans through retail and wholesale production branches and various affiliates, which originate construction loans and residential mortgages in numerous states. Calcon is approved as a Title II, non‐supervised direct endorsement mortgagee with the United States Department of Housing and Urban Development (HUD). In addition, Calcon is an approved issuer with the Government National Mortgage Association (GNMA), as well as an approved seller and servicer with the Federal National Mortgage Association (FNMA) and Federal Home Loan Mortgage Corporation (FHLMC). Calcon Mutual Mortgage 2023‐1, a Delaware statutory trust formed in connection with the Company’s private label securitization completed in December 14, 2023. The issuing entity holds a pool of residential mortgage loans and issued multiple classes of notes and certificates secured by the underlying collateral. The Company accounts for the securitization as secured borrowings and consolidates the securitization structure. Accordingly, the underlying mortgage loans remain recognized in the consolidated balance sheets and the notes and certificates held by investors are recognized as securitized mortgage trust liabilities. Click2Bind Insurance Services LLC, an 85% owned insurance agency, that assists individuals and businesses in obtaining insurance coverage by acting as an intermediary between clients and insurance carriers. OneTrust International LLC, a wholly owned staffing and outsourcing services company that provides operational and administrative support services to affiliated entities. Empower Title LLC, a 65% owned subsidiary, that provides title, escrow, insurance, and closing services.
WARP SPEED HOLDINGS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS __________________________________________________________________________________________________________________________________________________________________________________________ 11 OTHLJV20 LLC (JV20), a wholly owned intermediate holding company. JV20 holds ownership interest in several mortgage lending entities, including Basis Home Loans LLC, Wagon Hill Home Loans LLC and Schumacher Mortgage LLC (each a 50% owned equity method investment), as well as Partner Home Loans LLC , and Team One Home Loans LLC (each 100% owned and consolidated). These entities are primarily engaged in originating and selling residential mortgage loans and construction loans through retail origination channels. OTHLJV‐C‐25 LLC (JVC25), a wholly owned intermediate holding company of Calcon, formed during the year ended December 31, 2025. Through its wholly owned subsidiary, Calcon, Warp holds a 45% ownership interest in Bluebird Home Loans LLC (Bluebird). Calcon has determined that it is the primary beneficiary of Bluebird and therefore consolidates Bluebird as a variable interest entity (VIE). As a result, Bluebird is included in the Company’s consolidated financial statements. Bluebird is primarily engaged in the business of originating and selling residential mortgage loans through its retail origination channel. OTHLJV‐NC‐25 LLC (JVNC25), a wholly owned intermediate holding company of Calcon, formed during the year ended December 31, 2025. JVNC25 holds ownership interest in LoanSky Mortgage LLC (LoanSky), HQ Mortgage LLC (HQ), and M2B Mortgage LLC (M2B) (each a 50% owned equity method investment). LoanSky, HQ and M2B are primarily engaged in the business of originating and selling residential mortgage loans and construction loans through its retail origination channels. Grind Analytics LLC, a business intelligence and data consulting firm that is 45% owned by Warp and is accounted for under the equity method. As of December 31, 2025, Grind Analytics LLC had no equity and no significant operating activity. Unless otherwise noted, the Company’s ownership interests in subsidiaries and affiliated entities are held indirectly through one or more wholly owned subsidiaries. Ownership interest in mortgage lending entities are accounted for either as consolidated subsidiaries or under the equity method, depending on the Company’s assessment of control, governance rights, and economic exposure. Reorganization and Ownership Structure During the year ended December 31, 2025, the Company completed a reorganization involving certain affiliated entities under common control to align ownership, governance and capitalization structures. As part of the reorganization, equity interests in certain mortgage lending entities were contributed to JVC25 and JVNC25 through non‐cash contributions from affiliates under common control. These transfers were accounted for as transaction between entities under common control and were recorded at historical carrying values. Accordingly, no gain or loss was recognized as a result of the reorganization. In connection with the reorganization, the Company also centralized certain corporate and administrative functions at Warp. As part of this change, certain employees were transferred to Warp and provide services to subsidiaries pursuant to intercompany service arrangements. In addition, during 2025 the Company centralized certain gestation and warehouse lending activities at Warp.
WARP SPEED HOLDINGS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS __________________________________________________________________________________________________________________________________________________________________________________________ 12 As part of this centralization, certain gestation related collateral interests, and $5,000,000 of cash, were distributed from Calcon to Warp. Because the transfer occurred between consolidated entities under common control, it was eliminated in consolidation and did not affect the Company’s consolidated results of operations. Warp also entered into master mortgage loan repurchase facilities and related agreements in its own name to support gestation lending activities and provide warehouse funding to certain subsidiaries and equity method affiliates. The reorganization and centralization activities were undertaken to simplify the Company’s legal structure, improve alignment of ownership and operational responsibilities, and centralize certain lending and administrative activities. These changes did not result in a change in the Company’s consolidated financial position, results of operations, or cash flows other than the presentation and classification of balances among consolidated entities. Principles of Consolidation The consolidated financial statements include the accounts of Warp and its wholly owned and majority owned subsidiaries. All material intercompany transactions have been eliminated in consolidation. The Company also consolidated variable interest entities for which a subsidiary of the Company is determined to be the primary beneficiary. See the Variable Interest Entities note below for additional information. Basis of Presentation The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (GAAP) as codified in the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC). The 2024 and 2023 financial information is unaudited and has been prepared by management. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Significant estimates include, among others, the allowance for credit losses, the valuation of mortgage servicing rights, the valuation of derivatives and hedging effectiveness assessments, fair value measurements and disclosures, and the accounting for securitization structures and related financing arrangements. Actual results could differ from those estimates. Variable Interest Entities VIEs are defined as entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. A VIE is required to be consolidated only by its primary beneficiary, which is defined as the party who has the power to direct the activities of a VIE that most significantly impact its economic performance and who has the obligation to absorb losses or the right to receive benefits from the VIE that could be potentially significant to the VIE.
WARP SPEED HOLDINGS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS __________________________________________________________________________________________________________________________________________________________________________________________ 13 To assess whether the Company has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, the Company considers all the facts and circumstances, including its role in establishing the VIE and its ongoing rights and responsibilities. This assessment includes, first, identifying the activities that most significantly impact the VIE’s economic performance; and second, identifying which party, if any, has power over those activities. To assess whether the Company has the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE, the Company considers all of its economic interests and applies judgment in determining whether these interests, in the aggregate, are considered potentially significant to the VIE. During the year ended December 31, 2024, Calcon deconsolidated Schumacher Mortgage LLC, Basis Home Loans LLC and JV20 after determining it was no longer the primary beneficiary of these entities. Although Calcon continues to be involved with these entities, it no longer has the power to direct the activities that most significantly impact their economic performance. Accordingly, another party is now considered the primary beneficiary to these entities. As a result of the deconsolidation, Calcon removed approximately $143,280,000 in assets and $142,661,000 in liabilities from their consolidated balance sheets. No gain or loss was recognized in connection with the deconsolidation. This transaction is presented as a non‐cash activity in the supplemental disclosures on the consolidated statements of cash flows. Following the deconsolidation, Calcon retained ownership interests in these entities and accounts for such investments as equity method affiliates. Also during the year ended December 31, 2024, Calcon identified and began consolidating two newly formed entities, M2B and LoanSky, which qualified as VIEs. Calcon concluded it is the primary beneficiary of these entities in accordance with ASC 810, Consolidation and has included their financial position and results of operations in the consolidated financial statements. During the year ended December 31, 2025, Calcon again reassessed its involvement with certain affiliated entities previously consolidated under the VIE model and determined that it was no longer the primary beneficiary of LoanSky, HQ, M2B, Team One Home Loans LLC and Partner Home Loans LLC. Although Calcon retains ongoing involvement with these entities, it no longer has the power to direct the activities that most significantly impact their economic performance. Accordingly, these entities were deconsolidated and LoanSky, HQ and M2B are accounted for under the equity method beginning on the dates of deconsolidation. TeamOne Home Loans LLC and Partner Home Loans LLC are 100% owned by Warp. No gain or loss was recognized in connection with the deconsolidation. During 2023, the Company completed a private label securitization (Series 2023‐1) through Calcon Mutual Mortgage 2023‐1 formed in connection with the transaction. The Company determined Calcon Mutual Mortgage 2023‐1 is a VIE and that the Company is the primary beneficiary. Accordingly, Calcon Mutual Mortgage 2023‐1 is included in the Company’s consolidated financial statements. Related disclosures are included in Note 16 – Securities Financing Arrangement and Note 17 – Securitized Mortgage Trust Liabilities.
WARP SPEED HOLDINGS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS __________________________________________________________________________________________________________________________________________________________________________________________ 14 As of December 31, 2025, the Company consolidates as VIEs, Bluebird and Calcon Mutual Mortgage 2023‐ 1. The Company performs on‐going reassessments of (1) whether entities previously evaluated under the majority voting‐interest framework have become VIEs, based on certain events, and therefore become subject to the VIE consolidation framework; and (2) whether changes in the facts and circumstances regarding the Company’s involvement with a VIE cause the Company’s consolidation determination to change. Investment in Affiliates The Company applies the equity method of accounting to investments when it has significant influence, but not controlling interest, in the investee. Judgment regarding the level of influence over each equity method investment includes considering key factors such as ownership interest, representation on the board of directors, participation in policy making decisions and material intercompany transactions. The Company’s equity method investments without readily determinable fair values are measured at cost and subsequently adjusted to reflect the Company’s proportionate share of net earnings or losses, plus contributions and less distributions received for each entity. Distributions received are classified on the consolidated statements of cash flows using the cumulative approach. During 2025 and 2024, the Company reassessed its involvement with certain affiliated mortgage lending entities previously consolidated under the VIE model. Following deconsolidation, these investments each represent 50% ownership and are now accounted for using the equity method. For the years ended December 31, 2025, 2024 and 2023, the Company recognized $4,415,547, $554,155 and $0, respectively, in income from equity method investments, which is included in income from investment in affiliates on the consolidated statements of operations. Fair Value Measurements Fair value is 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. Fair value is a market‐based measurement, which requires valuation techniques and inputs that reflect the assumptions market participants would use to price an asset or liability. To the extent possible, the Company maximizes available market data (observable inputs) during fair value measurements. When observable inputs are unavailable, the Company’s fair value measurements use valuation techniques and inputs developed using the best information available (unobservable inputs). Inputs used to measure fair value are categorized into three hierarchy levels defined as follows: Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date. Level 2 – Inputs other than the quoted prices in active markets that are observable either directly or indirectly.
WARP SPEED HOLDINGS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS __________________________________________________________________________________________________________________________________________________________________________________________ 15 Level 3 – Inputs are unobservable for the asset or liability. Fair value measurements are classified as Level 1, Level 2 or Level 3 based upon the category of measurement inputs. When inputs are categorized within different levels of the hierarchy, the measurement is classified based upon the lowest level input that is significant to the measurement. The Company believes its fair value measurement methods are appropriate and consistent with other market participants at the measurement date. However, changes to the significant unobservable inputs or assumptions used in the valuation techniques for the Company’s fair value measurements classified as Level 3 may result in materially different estimates. A description of the Company’s valuation techniques for items measured at fair value on a recurring basis is as follows: Mortgage Loans Held for Sale, at Fair Value (MLHS) – The fair value of MLHS is based on a best execution pricing model. Observable inputs used in the model include outstanding investor commitments, quoted prices, or market data for a similar asset, which is adjusted for the specific attributes of that loan. MLHS valued using the model are therefore classified as Level 2 within the fair value hierarchy. Securities Sold Under Agreements to Repurchase, at Fair Value — The fair value of securities sold under agreements to repurchase is based on Level 2 inputs and is determined, when possible, using either quoted secondary‐market prices or investor commitments. If no such quoted price exists, the fair value of a loan in the security is determined using quoted prices for a similar asset or assets, adjusted for the specific attributes of that loan, which would be used by other market participants. Interest Rate Lock Commitments (IRLCs) — The fair value of IRLCs is based on a best execution pricing model. Observable inputs used in the model include quoted prices, or market data for a similar instrument, which is adjusted for the specific attributes of that IRLC. The fair value of best effort IRLCs is based on investor commitments. The model uses significant unobservable inputs, such as estimated costs to originate the loans and the probability that the commitment will be exercised (the pull‐ through rate), among others, thus IRLCs are classified as Level 3 within the fair value hierarchy. Interest Rate Swap Futures — The Company’s interest rate swap futures are valued using quoted settlement prices published by the Chicago Board of Trade. These instruments are standardized, exchange‐traded interest rate futures and swap future contracts with active and observable markets. As such, they are measured using Level 1 inputs under the fair value hierarchy. Mortgage Servicing Rights, at Fair Value (MSRs) – The fair value of MSRs is based on a valuation model that calculates the present value of future servicing cash flows. The model uses significant unobservable inputs, such as discounts rates and annual prepayments speeds, among others, thus MSRs are classified as Level 3 within the fair value hierarchy.
WARP SPEED HOLDINGS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS __________________________________________________________________________________________________________________________________________________________________________________________ 16 Cash, Cash Equivalents and Restricted Cash The Company considers cash and temporary investments with original maturities of three months or less, to be cash and cash equivalents. The Company typically maintains cash in financial institutions more than the Federal Deposit Insurance Corporation limits. The Company evaluates the creditworthiness of these financial institutions in determining the risk associated with these cash balances. Restricted cash includes certain cash balances that are restricted under the terms of its financing arrangements and amounts held in a margin account in connection with the Company’s swap agreements. These funds serve as collateral required by the clearing broker and are not available for general corporate purposes. The balance in the margin account fluctuates based on the fair value of the underlying derivatives and associated margin requirements. The following summarizes the Company’s cash, cash equivalents and restricted cash at December 31: Escrow Cash The Company maintains escrow accounts in trust for funds held on behalf of borrowers for taxes, property insurance, interest and principal buydowns on construction loans, and mortgage insurance premiums, which are included in escrow cash on the consolidated balance sheets. Mortgage Loans Held for Sale, at Fair Value Residential MLHS are loans originated as held for sale that are expected to be sold into the secondary market and loans that have been previously sold and repurchased from investors that management intends to resell into the secondary market, which are recorded at fair value. The Company estimates fair value based on best execution pricing and outstanding commitments, calculated on an individual and aggregate loan basis. Changes in the fair value of MLHS are recognized on the consolidated statements of operations and are included in gain on sale of mortgage loans held for sale, net of direct costs. The fair value of MLHS covered by investor commitments is based on commitment prices while the fair value for uncommitted loans is based on current delivery prices, adjusted for specific attributes of the loans. From time to time, the Company will originate mortgage loans that are stated at the lower of cost or fair value. MLHS are considered sold when the Company surrenders control over the financial assets. Control is considered to have been surrendered when the transferred assets have been isolated from the Company, beyond the reach of the Company and its creditors; the purchaser obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets; and the Company does not maintain effective control over the transferred assets through an agreement that both entitles and obligates the Company to repurchase or redeem the transferred assets before their maturity. The Company typically considers the above criteria to have been met upon acceptance and receipt of sales proceeds from the purchaser. 2025 2024 (Audited) (Unaudited) Cash and cash equivalents 39,194,767$ 23,975,216$ Restricted cash 9,649,340 11,669,013 Total cash, cash equivalents and restricted cash on the consolidated statements of cash flows 48,844,107$ 35,644,229$
WARP SPEED HOLDINGS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS __________________________________________________________________________________________________________________________________________________________________________________________ 17 Mortgage Loans Held for Investment, Net Mortgage loans held for investment, net (MLHI) for which management has the intent and ability to hold for the foreseeable future, or until maturity or pay off, are carried at amortized cost, reduced by a valuation allowance for estimated credit losses, when applicable. Amortized cost is the principal balance outstanding, net of purchase premiums and discounts and deferred fees and costs. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using methods that approximate a level yield without anticipating prepayments. The accrual of interest is generally discontinued when a loan becomes 90 days past due and is not well collateralized and in the process of collection, or when management believes, after considering economic and business conditions and collection efforts, that the principal or interest will not be collectible in the normal course of business. Past due status is based on contractual terms of the loan. A loan is considered to be past due when a scheduled payment has not been received 30 days after the contractual due date. All accrued interest is reversed against interest income when a loan is placed on nonaccrual status. Interest received on such loans is accounted for using the cost‐recovery method, until qualifying for return to accrual. Mortgage loans are returned to accrual status when all the principal and interest amounts contractually due are brought current, there is a sustained period of repayment performance, and future payments are reasonably assured. The valuation allowance for estimated credit losses for MLHI considers specific non‐performing loans, based on a loan‐level analysis of current collateral values, estimated sales proceeds and selling costs. At December 31, 2025 and 2024, no allowance has been established, as management has determined the MLHI are fully collectible. Notes Receivable, Construction Loans, Net Notes receivable, construction loans, net consist of two‐time construction loans and land/lots that are recorded at the amount of unpaid principal, reduced by the undisbursed portion of construction loans in process, net of discounts and deferred fees, costs and the allowance for credit losses, as applicable. At the completion of the construction phases of the home, the Company will provide permanent mortgage financing and transfer over to MLHS or securities sold under agreements to repurchase. Real Estate Owned Real estate owned (REO) is initially recorded at the estimated fair value of the property, less estimated selling costs at the date of foreclosure on the delinquent mortgage loans, which becomes the new cost basis in the REO. The initial fair value of REO is determined using observable market data, including recent real estate appraisals and broker price opinions. Any cost in excess of the fair value at the time of acquisition is accounted for as a loan‐charge off and deducted from the allowance for credit losses. After initial measurement, REO is carried at the lower of carrying amount or fair value. A valuation allowance is established for any subsequent declines in value through charge to earnings. Valuations are periodically assessed by the Company whenever events or circumstances indicate the carrying amount of the assets may exceed their fair value. No allowance for credit losses has been recorded as of December 31, 2025 and 2024, as management has determined that all amounts are fully recoverable. Mortgage‐Backed Securities, at Amortized Cost The Company holds mortgage‐backed securities, including GNMA mortgage pass‐through certificates (GNMA Securities), that are carried at amortized cost. Interest income is recognized based on the contractual pass‐through rate and the outstanding principal balance of the securities. The Company evaluates these securities for expected credit losses and records an allowance for credit losses, as applicable.
WARP SPEED HOLDINGS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS __________________________________________________________________________________________________________________________________________________________________________________________ 18 Servicing Advances Servicing advances represent the contractually required advances the Company makes on behalf of borrowers and investors. Servicing advances may include advances of scheduled principal and interest amounts due to the beneficial interest holders on delinquent loans, property taxes, insurance premiums and other out‐of‐pocket costs. Servicing advances are made in compliance with the Company’s servicing agreements and are generally recoverable upon collection of future borrower payments, sale of loan collateral, reimbursement by investors, or mortgage insurance claims. The Company periodically reviews servicing advances for collectability and establishes a valuation allowance for estimated uncollectible amounts. No allowance has been recorded as of December 31, 2025 and 2024, as management has determined that all amounts are fully collectible. Derivative Instruments – Interest Rate Lock Commitments The Company enters into IRLCs and from time to time options, forward sale commitments, and to‐be‐ announced mortgage‐backed securities which are considered derivative financial instruments. These items are accounted for as free‐standing derivatives and are included in the consolidated balance sheets at fair value. The Company treats its derivative instruments as economic hedges; therefore, none of its derivative instruments qualify for designation as accounting hedges. The Company extends IRLCs to originate residential mortgage loans at specified terms, including interest rates and expiration dates, to prospective borrowers who have applied for a loan and meet certain credit and underwriting criteria. Changes to the fair value of IRLCs are recognized based on changes in mortgage interest rates, changes in the pull‐through rate, and the passage of time. Additionally, the expected net future cash flows related to the associated servicing of the loan and direct costs to originate the loan are included in the fair value measurement of IRLCs. Estimated costs to originate include loan officer commissions and estimated payroll tax. The pull‐through rate is based on estimated changes in market conditions, loan stage, and actual borrower behavior using historical analysis. The Company obtains an analysis from a third‐party monthly to assess the reasonableness of the pull‐through estimate. Derivative Instruments – Cash Flow Hedges The Company designates certain derivatives as cash flow hedges in accordance with ASC 815, Derivatives and Hedging, when they are used to manage exposure to variability in cash flows related to forecasted transactions on its variable rate loans and variable rate debt facilities. These designated derivatives consist of exchange‐traded interest rate futures and swap future contracts with notional amounts that approximate the principal balances of the related loans and borrowings. These instruments are intended to mitigate the risk associated with changes in interest rates on both (i) variable rate loans held by the Company and (ii) interest payments on the Company’s variable rate debt facilities. Because these contracts are exchanged traded centrally cleared, they are subject to daily mark to market settlement through variation margin and are held with a futures commission merchant. The Company is required to maintain margin deposits with the clearing broker, and the contracts are settled daily based on changes in market value.
WARP SPEED HOLDINGS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS __________________________________________________________________________________________________________________________________________________________________________________________ 19 The Company assesses the effectiveness of each designated hedging relationship on a periodic basis using an internal analysis and measures any ineffectiveness using the change in variable cash flows method, which compares cumulative changes in cash flows of the hedging instruments to those of the hedged item. For these designated cash flow hedges, the effective portions of the derivatives’ unrealized gains or losses are recorded as a component of other comprehensive income (OCI) and reclassified into earnings in the same period or periods during which the hedged forecasted cash flows affect earnings. As of December 31, 2025 and 2024, the net amounts recorded in accumulated other comprehensive income related to cash flow hedges were ($305,193) and $6,695,937, respectively. During the years ended December 31, 2025 and 2024, the Company reclassified $243,715 and $441,854, respectively, from OCI into earnings, primarily in interest income and interest expense, consistent with the hedged forecasted cash flows. This amount includes scheduled reclassifications related to hedges of variable rate loan interest receipts which are netted with debt related interest payments, including amounts associated with a hedge entered into and settled during the years ended December 31, 2025 and 2024. In addition, during the year ended December 31, 2025, due to the sale of a portion of its variable rate loan portfolio, the Company accelerated the reclassification of $3,555,160 from OCI into earnings related to the associated hedged forecasted cash flows that will no longer occur. The Company expects to reclassify $104,587 from accumulated OCI into earnings within the next 12 months. Ginnie Mae Loans Subject to Repurchase Right The Company has the right to repurchase any individual loans serviced on behalf of GNMA when the loan has three or more consecutive delinquent payments. Once the Company has the unilateral right to repurchase a delinquent loan, it has effectively regained control over the loan and recognizes these rights to the loan on the consolidated balance sheets and establishes a corresponding liability regardless of the Company’s intention to repurchase the loan. The Company repurchased approximately $4,800,000 and $6,286,000 of delinquent loans subject to repurchase during the years ended December 31, 2025 and 2024, respectively, with the intent to modify their terms and include the loans in new GNMA pools or sell the loans in the scratch and dent market.
WARP SPEED HOLDINGS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS __________________________________________________________________________________________________________________________________________________________________________________________ 20 Goodwill Goodwill is initially recorded as the excess of the purchase price over the fair value of net assets acquired and liabilities assumed in a business combination and subsequently evaluated for impairment. The Company has recorded goodwill in connection with a business acquisition. In accordance with the requirements of FASB ASC 350‐20, Intangibles – Goodwill and Other, the Company performs a goodwill impairment triggering event evaluation at the entity level as of the end of each reporting period. When a triggering event occurs, the Company first assesses qualitative factors to determine whether the quantitative impairment test is necessary. If that qualitative assessment indicates that it is more likely than not that goodwill is impaired, the Company performs the quantitative test to compare the entity’s fair value with the carrying amount, including goodwill. If the qualitative assessment indicates that it is not more likely than not that goodwill is impaired, further testing is unnecessary. The goodwill impairment loss, if any, represents the excess of the carrying amount of the entity over the fair value. No triggering events occurred as of December 31, 2025, 2024 and 2023 that required goodwill impairment testing and, accordingly, no impairment loss was recorded for the years ended December 31, 2025, 2024 and 2023. Property and Equipment, Net Property and equipment is recorded at cost and depreciated or amortized using the straight‐line method over the estimated useful lives of the assets. Leases The Company evaluates whether an arrangement is or contains a lease at inception, which is defined as the date the terms of the contract are agreed upon and enforceable rights and obligations are established. Further, the Company considers whether service arrangements include the right to control the use of an identifiable asset. If an arrangement qualifies as a lease, the Company recognizes a right‐of‐use (ROU) asset and a corresponding lease liability on their consolidated balance sheets, measured at the present value of lease payments over the expected lease term. This excludes leases with initial terms of 12 months or less, which are accounted for as short‐term leases. In the absence of a readily determinable implicit interest rate, the Company uses a risk‐free discount rate to calculate the present value of lease payments. The initial measurement of ROU assets equals the related lease liabilities, adjusted for any lease incentives received. The Company enters leases in the ordinary course of business, primarily corporate offices, other office facilities and equipment. Leases are classified as either operating or finance leases at the lease commencement date, with classification determining the pattern of expense recognition in the consolidated statements of operations. For the years ended December 31, 2025, 2024, and 2023 the Company does not have material finance leases. The Company’s leases generally include a non‐lease component representing additional services transferred to the Company. The Company has made an account policy election to account for lease and non‐lease components in its contracts as a single lease component for all asset classes. Operating lease cost, which is comprised of amortization of the operating lease ROU asset and the interest accreted on the lease liability, is recognized on a straight‐line basis over the lease term and is recorded in occupancy, equipment and communication on the consolidated statements of operations. Short‐term lease costs represent payments for leases with a term of 12 months or less.
WARP SPEED HOLDINGS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS __________________________________________________________________________________________________________________________________________________________________________________________ 21 Mortgage Servicing Rights MSRs are recognized as assets on the consolidated balance sheets when mortgage loans are sold, and the associated servicing rights are retained. The Company records MSRs using the fair value option. To determine the fair value of the servicing right when created, the Company uses a valuation model that calculates the present value of future cash flows. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, including estimates of contractual service fees, ancillary income and late fees, the cost of servicing, the discount rate, float value, the inflation rate, estimated prepayment speeds, and default rates. The credit quality and stated interest rates of the loans underlying the MSRs affect the assumptions used in the cash flow models. MSRs are not actively traded in open markets; accordingly, considerable judgment is required to estimate their fair value, and changes in these estimates could materially change the estimated fair value. The Company obtains a valuation from a third‐party on a monthly basis to support the reasonableness of the fair value estimate generated by the Company’s internal model. Reserve For Repurchases and Indemnifications In the ordinary course of business, the Company has exposure to liabilities with respect to certain representations and warranties to investors who purchase mortgage loans the Company originates. The Company may be obligated to repurchase mortgage loans, or indemnify the purchaser for losses incurred, if there has been a breach of representations and warranties, or in the case of early payment defaults. The estimation of the liability for probable losses related to the repurchase and indemnification obligation considers an estimate of probable future repurchase or indemnification obligations from breaches of representations and warranties. The liability related to specific non‐ performing loans is based on a loan‐level analysis considering the current collateral value, estimated sales proceeds and selling costs. The liability related to probable future repurchase or indemnification obligations considers the amount of unresolved repurchase and indemnification requests, as well as an estimate of future repurchase demands. Future repurchase demands are estimated based upon recent and historical repurchase and indemnification experience, as well as the success rate in appealing repurchase requests and an estimated loss severity, based on current loss rates for similar loans. The Company also has exposure to early payment defaults (EPD) and/or early payoff fees (EPO). When the Company sells a loan to an investor and the loan either pays off or goes into default within a certain timeframe, the Company could be exposed to EPD and/or EPO fees in accordance with each investor’s contract. In addition, in the event of an EPD, the Company is contractually obligated to refund certain premiums paid by investors who purchased the related loan. The Company reserves these fees by estimating EPD and EPO fees based on prior loan activity and current loan origination volume. Because of the uncertainty in the various estimates underlying the loan indemnification reserve, there is a range of losses in excess of the recorded loan indemnification reserve that is reasonably possible. The estimate of the range of possible losses for representations and warranties does not represent a probable loss and is based on current available information, significant judgment, and several assumptions that are subject to change.
WARP SPEED HOLDINGS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS __________________________________________________________________________________________________________________________________________________________________________________________ 22 The activity in the reserve for repurchases and indemnifications for MLHS is as follows for the years ended December 31: Mortgage Loans Held for Investment in Securitized Trusts Mortgage loans held in securitized mortgage trusts include $486,603,794 and $531,889,825 of loans at December 31, 2025 and 2024, respectively. The loans relate to the Company’s Series 2023‐1, which closed on December 14, 2023. The underlying mortgage loans associated with Series 2023‐1 remain recognized in the consolidated balance sheets within mortgage loans held for investment in securitized trusts, and the notes and certificates held by investors are recognized within securitized mortgage trust liabilities. The Company records interest income on the mortgage loans held for investment in securitized trusts and interest expense on the securitized mortgage trust liabilities in the consolidated statements of operations. Mortgage loans held for investment in securitized trusts are carried at amortized cost, net of a valuation allowance for estimated credit losses, if applicable. The Company evaluates mortgage loans held for investment in securitized trusts for expected credit losses. The allowance for credit losses, if any, is recorded as a valuation allowance that reduces the loans’ amortized cost basis. No allowance for credit losses has been recorded as of December 31, 2025 and 2024, as management has determined that all amounts are fully collectable. Repurchase Agreements – Gestation Facilities The Company enters into gestation repurchase facilities to finance mortgage loans prior to their sale. Under these agreements, the Company transfers legal title to the loans to the counterparty but retains the economic risks and rewards of ownership, including credit, interest rate, and prepayment risk. These transactions do not meet the criteria for sale accounting under ASC 860, Transfers and Servicing and are accounted for as secured borrowings. As a result, the loans remain on the consolidated balance sheets and are presented as securities sold under agreements to repurchase, which reflects the Company’s retained exposure to the underlying mortgage loans. Additional detail on these loans is provided in Note 4 – Securities Sold Under Agreements to Repurchase, at Amortized Cost and Note 5 – Securities Sold Under Agreements to Repurchase, at Fair Value, depending on the applicable measurement characteristic. The corresponding borrowings are recorded as obligations under agreements to repurchase, as disclosed in Note 15. The difference between the carrying amount of the loans and the repurchase obligation represents the Company’s retained interest in the transaction. 2025 2024 2023 (Audited) (Unaudited) (Unaudited) Balance, beginning of year 2,028,952$ 2,068,101$ 2,000,000$ Provision for loan losses 605,386 611,551 312,537 EPO/EPD losses (615,576) (541,418) ‐ Balance, end of year 2,018,762$ 2,028,952$ 2,068,101$
WARP SPEED HOLDINGS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS __________________________________________________________________________________________________________________________________________________________________________________________ 23 Interest expense on the repurchase lines is recognized in the consolidated statements of operations and classified within interest expense. These facilities are generally short‐term in duration and are repaid upon the sale or settlement of the underlying mortgage loans. During the year ended December 31, 2025, certain gestation related collateral interests and the related repurchase financing were transferred between entities within the consolidated group, as discussed in Note 15 – Securities Sold Under Agreements to Repurchase and Repurchase Lines of Credit. Revenue Recognition Gain on sale of mortgage loans held for sale, net of direct costs Gain on sale of mortgage loans held for sale, net of direct costs includes components related to the sale of mortgage loans, such as (i) the net gain on sale of loans, which represents premiums the Company receives in excess of loan principal amounts and certain fees charged by investors upon sale of loans into the secondary market; (ii) the changes in fair value of IRLCs, MLHS and securities sold under agreements to repurchase, at fair value; (iii) the estimated gain on sale of loans, net recognized for IRLCs issued; (iv) the gain or loss realized on options, forward sale commitments, and to‐be‐ announced mortgage‐backed securities and the associated pair‐offs, if applicable; and (v) servicing released premiums and the fair value of originated MSRs. Loan origination fees, net of direct costs Loan origination fees generally represent a flat per‐loan fee or a fee based on a percentage of the original principal loan balance. Loan origination fee revenue is recognized at the time the mortgage loans are funded. Loan origination expenses are charged to operations as incurred. Builder forward commitments The Company enters into forward sale commitments with certain building partners. Upon entering into an agreement with the Company, the builder partner will forward non‐refundable upfront fees which are recorded as deferred revenue on the consolidated balance sheets. When loans attributable to the forward commitment are funded, revenue is recognized at an amount equal to an upfront fee percentage, as defined by the agreement, multiplied by the notional loan amount, less any buydown fees for loans subject to an agreement whereby buydown fees are included in the upfront fee paid to the Company. Loan servicing fees, net of direct costs The Company earns fixed servicing fees for servicing mortgage loans on behalf of various investors. The servicing fees are based on a contractual percentage of the outstanding principal balance and recognized as revenue as the related mortgage payments are received from borrowers. Loan servicing expenses are charged to operations as incurred. Valuation adjustments of MSRs The Company subsequently measures MSRs at fair value. Unrealized gains or losses resulting from changes in the fair value of MSRs are recorded in valuation adjustment and deletions of MSRs on the consolidated statements of operations.
WARP SPEED HOLDINGS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS __________________________________________________________________________________________________________________________________________________________________________________________ 24 Interest income Interest income includes interest earned from the unpaid principal balance of MLHS, MLHI, GNMA Securities and other interest‐bearing assets. The accrual of interest is generally suspended when a loan becomes 90 days past due, at which time the MLHS and MLHI is put on nonaccrual status. Interest income also includes amounts reclassified from accumulated OCI related to designated cash flow hedges of forecasted interest receipts. See Note 1 ‐ Derivative Instruments – Cash Flow Hedges for additional information on hedge reclassifications. Interest expense Interest expense includes interest incurred on the Company’s financing arrangements, including financing facilities, repurchase lines of credit, the Company’s Securities Financing Arrangement and other interest bearing obligations. Interest income on securitized mortgage loans Interest income on the Company’s mortgage loans held for investment in securitized trusts is accrued based on the loans contractual interest rate and the outstanding principal balances of the loans. Interest expense on securitized mortgage loans Interest expense on the Company’s securitized mortgage trust liabilities is accrued based on the actual coupon rate and the outstanding principal balance of such securities. Title insurance premiums Title insurance premiums, escrows fees, and other title related fees are recognized as revenue at the time of the transaction’s closing, as the earnings process is then considered complete. Insurance premiums are billed on a progressive scale based on the value of the insured home or underlying real estate. The Company’s revenue recognition of title insurance rates varies by state. Cash associated with such revenue is typically collected at closing of the underlying real estate transaction. Insurance commission and fees The Company earns commission revenue from insurance carriers for placing insurance policies on behalf of individuals and businesses. Commission revenue is generally based on a contractual percentage of the premium written and is recognized at the point in time when the related insurance policy becomes effective and the Company’s performance obligation has been satisfied. Commissions related to policy renewals are recognized when the renewal policy becomes effective. Insurance commission revenue is recorded net of any chargebacks or estimated cancellations, as applicable. Professional and administrative service revenue The Company provides staffing, administrative, and outsourcing services to affiliated entities pursuant to intercompany service arrangements. Fees charged under these arrangements are intended to recover a portion of the costs incurred by the Company in providing such services. Revenue generated from these intercompany arrangements is eliminated in consolidation. Other income Other income represents cash receipts not associated with the Company’s core lending activities.
WARP SPEED HOLDINGS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS __________________________________________________________________________________________________________________________________________________________________________________________ 25 Escrow and Fiduciary Funds The Company maintains segregated bank accounts held in a fiduciary capacity, including servicer custodial and escrow balances held for investors for mortgagors and title and closing escrow balances held on behalf of customers. Because these funds are held for the benefit of others and are not the property of the Company, they are excluded from the consolidated balance sheets. The balances of these accounts amounted to $26,489,086 and $28,135,827 at December 31, 2025 and 2024, respectively. Advertising and Marketing Advertising and marketing is expensed as incurred and amounted to $3,719,216, $3,464,237 and $5,001,027 for the years ended December 31, 2025, 2024 and 2023, respectively, and is included in general and administrative on the consolidated statements of operations. Income Taxes The Company is organized as a limited liability company and, together with the majority of its subsidiaries, is treated as a partnership for federal and applicable state income tax purposes. Accordingly, no federal income tax provision and state income taxes, to the extent possible, have been recorded in the consolidated financial statements, as all items of income and expense generated by the Company are reported on the members’ personal income tax returns. One Trust International LLC, a wholly owned subsidiary of the Company, is taxed as a corporation for income tax purposes under the laws of the Commonwealth of Puerto Rico. As a result, One Trust International LLC is subject to income taxes at the entity level. Income tax expense, deferred tax assets, and deferred tax liabilities related to One Trust International LLC were not material to the Company’s consolidated financial statements for the years ended December 31, 2025, 2024 and 2023. The Company has no federal or state tax examinations in process as of December 31, 2025. Risks and Uncertainties In the normal course of business, companies in the mortgage banking industry encounter certain economic, liquidity and regulatory risks. Economic risk includes interest rate risk and credit risk. Financing and liquidity risk The Company utilizes financing arrangements to support its operations, including a Securities Financing Arrangement that is secured by certain mortgage related assets, including GNMA Securities and certain interests and related rights associated with the Company’s retained interest in private label securities. As a result, a significant portion of the Company’s assets are pledged/encumbered. These arrangements include contractual terms and provisions that, upon occurrence of specified circumstances (including events of default and collateral related provisions), may require additional collateral, repayment, or settlement. The Company’s ability to meet obligations and maintain adequate liquidity depends in part on continued access to financing and compliance with the terms of its financing arrangements. The Securities Financing Arrangement includes provisions ties to benchmark rates and/or the relationship between interest earned on the underlying collateral and the counterparty’s cost of funds, which may adversely affect earnings and liquidity under certain market conditions.
WARP SPEED HOLDINGS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS __________________________________________________________________________________________________________________________________________________________________________________________ 26 In stressed market conditions, the liquidation of pledged assets on an accelerated basis could result in proceeds that differ from carrying amounts due to market spreads, prevailing interest rates, and transaction costs. See Note 16 – Securities Financing Arrangement, Note 7 – Mortgage‐Backed Securities, at Amortized Cost, and Note 17 – Securitized Mortgage Trust Liabilities. Interest rate risk The Company’s MLHS, IRLCs, securities sold under agreements to repurchase, at fair value, and MSRs are subject to interest rate risk. In a rising interest rate environment, the Company may experience a decrease in loan origination, as well as decreases in the value of MLHS, securities sold under agreements to repurchase, at fair value and IRLCs not committed to investors, which may negatively impact the Company’s operations. Conversely, in a declining interest rate environment, the fair value of MSRs generally decreases due to an increase in loan prepayment activity. The Company is also exposed to interest rate and spread risk through its GNMA Securities and private label securitization retained interests, and through the related Securities Financing Arrangement, which includes provisions tied to benchmark rates and/or the relationship between interest earned on the underlying securities and the counterparty’s cost of funds. Regulatory risk The Company is subject to comprehensive regulation under federal, state, and local laws in the United States. These laws and regulations significantly affect how the Company operates and may increase origination and servicing costs or limit the Company’s ability to expand product offerings or pursue acquisitions. Secondary market investors, state regulators, FNMA and FHLMC require the Company to maintain specified financial covenants and adhere to ongoing eligibility standards. Failure to meet these requirements may result in a range of remedial actions against the Company, which could materially and adversely impact its operations. Economic risk Existing economic conditions such as market volatility, geopolitical risks, inflation, and uncertainties in the banking sector as well as residential real estate market conditions have and may continue to materially and adversely affect the Company’s revenue and results of operations.
WARP SPEED HOLDINGS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS __________________________________________________________________________________________________________________________________________________________________________________________ 27 Note 2 – Mortgage Loans Held for Sale, at Fair Value The following summarizes MLHS at December 31: (1) The Company provides construction financing to borrowers who are building homes on lots. The individual loans generally do not exceed 90% of the lot and building construction value and typically mature between nine to twelve months after inception, with extension periods available. At the completion of the home, the Company will provide permanent mortgage financing for the home. The construction loans in process are pledged against financing facilities with financial institutions (Note 14). Construction loans are initially recorded at the original note amount at the date of closing, net of an offsetting undrawn commitment balance. Subsequent draws reduce the undrawn commitment balance, thereby increasing the net carrying value of the construction loans. Note 3 – Mortgage Loans Held for Investment, Net The following summarizes MLHI at December 31: The Company monitors the credit quality of its MLHI portfolio using various risk indicators, including loan performance status, risk ratings, and past due status. No allowance for credit loss has been established as the collateral value, net of estimated selling costs of the non‐performing loans exceeds the amount recorded on the consolidated balance sheets. 2025 2024 (Audited) (Unaudited) MLHS 161,384,300$ 163,620,243$ Construction loans (1) 87,401,245 122,697,308 Undisbursed portion of construction loans in process (49,273,184) (70,625,100) Fair value adjustment of MLHS 1,687,185 1,238,990 Fair value adjustment of construction loans 4,078,984 2,052,592 205,278,530$ 218,984,033$ 2025 2024 (Audited) (Unaudited) Residential real estate 246,823,392$ 278,778,862$ Commercial real estate 5,560,500 6,644,000 Deferred costs, net (8,726,182) (3,740,839) 243,657,710$ 281,682,023$
WARP SPEED HOLDINGS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS __________________________________________________________________________________________________________________________________________________________________________________________ 28 The following summarizes the delinquency information of performing and non‐performing loans by unpaid principal balance as of December 31: Note 4 – Securities Sold Under Agreements to Repurchase, at Amortized Cost The following summarizes securities sold under agreements to repurchase, at amortized cost at December 31: Note 5 – Securities Sold Under Agreements to Repurchase, at Fair Value The following summarizes securities sold under agreements to repurchase, at fair value at December 31: 2025 2024 (Audited) (Unaudited) Performing: Current 219,257,883$ 268,368,248$ 30‐59 days past due 18,783,812 2,028,531 60‐89 days past due 3,039,669 2,445,501 Total performing loans 241,081,364 272,842,280 Non‐performing: Greater than 90 days past due 6,540,925 11,103,805 In foreclosure 4,761,603 1,476,777 Total non‐performing loans 11,302,528 12,580,582 252,383,892$ 285,422,862$ 2025 2024 (Audited) (Unaudited) Notional loan amount 491,129,454$ 271,195,542$ Deferred costs, net (3,613,111) (2,648,665) 487,516,343$ 268,546,877$ 2025 2024 (Audited) (Unaudited) Notional loan amount 151,241,614$ 67,370,427$ Fair value adjustment 1,644,906 756,987 152,886,520$ 68,127,414$
WARP SPEED HOLDINGS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS __________________________________________________________________________________________________________________________________________________________________________________________ 29 Note 6 – Notes Receivable, Construction Loans, Net The following summarizes notes receivable, construction loans at December 31: (1) The Company provides construction financing to borrowers who are building homes on lots. The individual loans generally do not exceed 90% of the lot and building construction value and typically mature between nine to twelve months after inception, with extension periods available. At the completion of the home, the Company will provide permanent mortgage financing for the home. The construction loans in process are pledged against financing facilities with financial institutions (Note 14). Construction loans are initially recorded at the original note amount at the date of closing, net of an offsetting undrawn commitment balance. Subsequent draws reduce the undrawn commitment balance, thereby increasing the net carrying value of the construction loans. No allowance for credit losses has been recorded as of December 31, 2025 and 2024, as management has determined that all amounts are fully collectable. Note 7 – Mortgage‐Backed Securities, at Amortized Cost The Company holds GNMA Securities which are carried at amortized cost in the consolidated balance sheets. GNMA Securities totaled $191,494,086 and $217,648,252 at December 31, 2025 and 2024, respectively. Interest income is recognized based on the contractual pass‐through rate and the outstanding principal balance of the GNMA Securities. Principal repayments are recognized when received. No allowance for credit losses has been recorded as of December 31, 2025 and 2024, as management has determined that all amounts are fully collectable. GNMA Securities are pledged as collateral under the Company’s Securities Financing Arrangement (see Note 16 – Securities Financing Arrangement). 2025 2024 (Audited) (Unaudited) Notes receivable, construction loans 147,595,889$ 120,819,826$ Land/lots (1) 16,507,074 20,624,163 Undisbursed portion of construction loans in process (1) (43,835,646) (28,895,879) Deferred costs, net (4,574,181) (1,840,373) 115,693,136$ 110,707,737$
WARP SPEED HOLDINGS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS __________________________________________________________________________________________________________________________________________________________________________________________ 30 Note 8 – Derivative Instruments The following summarizes derivative instruments at December 31: Interest Rate Lock Commitments The Company’s IRLCs are not designated as hedging instruments for accounting purposes; therefore, changes in fair value are recognized in current period earnings. Realized and unrealized gains and losses from the Companyʹs non‐designated derivative instruments are included in gain on sale of mortgage loans held for sale, net of direct costs on the consolidated statements of operations. The notional amounts of MLHS not committed to investors amounted to approximately $48,985,000 and $92,821,000 at December 31, 2025 and 2024, respectively. The key unobservable inputs used in determining the fair value of IRLCs are as follows for the years ended December 31: Interest Rate Swap Future Contracts During the year ended December 31, 2025 and 2024, the Company entered into exchange‐traded interest rate swap futures contracts on the Chicago Board of Trade to hedge exposure to interest rate fluctuations associated with its variable rate loans held for investment and variable rate debt facilities. These contracts are designated as cash flow hedges under ASC 815, Derivatives and Hedging. Fair Notional Fair Notional Value Amount Value Amount Derivatives not Designated as Hedging Instruments IRLCs: Mandatory 2,409,462$ 73,720,000$ (1) 1,241,656$ 69,661,000$ (1) Best effort 372,505$ 18,770,000$ (1) 702,930$ 39,558,000$ (1) Derivatives Designated as Hedging Instruments Interest rate swap futures: Asset ‐$ ‐$ 3,216,750$ 250,000,000$ Liability (3,853,870)$ 400,000,000$ (12,595,950)$ 450,000,000$ (1) Pullthrough rate adjusted. 2025 2024 (Unaudited)(Audited) 2025 2024 2023 (Audited) (Unaudited) (Unaudited) Pull‐through rates 87.04% 88.53% 86.62% Costs to originate 0.84% 1.69% 1.39%
WARP SPEED HOLDINGS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS __________________________________________________________________________________________________________________________________________________________________________________________ 31 The objective of these hedging relationships is to mitigate the impact of changes in benchmark interest rates that could affect the timing and amount of interest income and expense. A decline in interest rates could increase prepayment activity on the Company’s loan and investment portfolios, while rising short‐ term rates could increase borrowing costs on variable‐rate debt. The swap futures are intended to offset these risks by providing gains or losses that correlate with movements in interest rates. The effective portion of changes in the fair value of the designated derivatives is recorded in OCI. As of December 31, 2025, the fair value of the designated swap futures recorded in derivative liabilities on the consolidated balance sheets was of $3,853,870. As of December 31, 2024, the fair value of the designated swap futures recorded on the consolidated balance sheets consisted of a derivative liability of $12,595,950 and a derivative asset of $3,216,750. As of December 31, 2025, 2024 and 2023, the net amounts recorded in OCI related to these cash flow hedges were ($305,193), $6,695,937 and $0, respectively. The Company assesses hedge effectiveness on a periodic basis and determined these hedging relationships were highly effective as of December 31, 2025 and 2024. Note 9 – Accounts Receivable and Advances The following summarizes accounts receivable and advances at December 31: The Company periodically evaluates the carrying value of accounts receivable and advances with delinquent balances based on specific credit evaluations and circumstances of the debtor. No allowance for credit losses has been established at December 31, 2025 and 2024, as management has determined that all amounts are fully collectible. 2025 2024 (Audited) (Unaudited) Interest receivable 6,089,089$ 6,946,521$ Accounts receivable, trade 7,461,452 11,918,981 Borrower payments 5,738,056 4,105,792 Principal remittance receivable 2,808,733 2,207,397 Due from title 1,003,857 725,687 Due from investors 1,079,474 463,646 Due from servicer 95,825 132,759 Impounds receivable 359,425 558,114 24,635,911$ 27,058,897$
WARP SPEED HOLDINGS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS __________________________________________________________________________________________________________________________________________________________________________________________ 32 Note 10 – Mortgage Servicing Rights, at Fair Value The following summarizes the activity of MSRs for the years ended December 31: At December 31, 2025, 2024 and 2023, the unpaid principal balance of mortgage loans serviced approximated $349,547,000, $244,339,000 and $468,125,000, respectively. The Company services conforming conventional loans that are sold to FNMA and FHLMC on a non‐ recourse basis. Under these arrangements, foreclosure losses are generally the responsibility of FNMA and FHLMC, and not the Company. The government loans serviced by the Company are secured through GNMA, whereby the Company is insured against loss by the Federal Housing Administration or partially guaranteed against loss by the United States Department of Veterans Affairs or the United States Department of Agriculture. The following summarizes the key unobservable inputs used in determining the fair value of the MSRs at December 31: Increases in prepayment speeds generally have an adverse effect on the value of MSRs. In a declining interest rate environment, prepayment speeds generally increase, resulting in a decrease in the estimated life and cash flows. The inverse generally occurs in a rising interest rate environment. Increases in discount rates result in a lower MSRs value and decreases in the discount rates result in a higher MSRs value. The fair value of MSRs is highly sensitive to changes in key unobservable inputs. Changes to one key unobservable input may result in changes to another and these changes may not be directly correlated. 2025 2024 2023 (Audited) (Unaudited) (Unaudited) Balance, beginning of year 2,428,655$ 4,509,169$ 3,805,128$ Additions due to loans sold, servicing retained 1,740,188 404,827 3,905,027 Deletions due to sale of MSRs (1,050,196) (3,041,118) (437,124) Valuation adjustment and deletions of MSRs 1,135,081 555,777 (2,763,862) Balance, end of year 4,253,728$ 2,428,655$ 4,509,169$ 2025 2024 2023 (Audited) (Unaudited) (Unaudited) Discount rates 11.02% ‐ 13.98% 11.20% ‐ 14.66% 11.21% ‐ 14.79% Annual prepayment speeds 11.61% ‐ 16.47% 10.40% ‐ 13.70% 12.00% ‐ 12.40% Costs of servicing $94 ‐ $132 $83 ‐ $175 $77 ‐ $145
WARP SPEED HOLDINGS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS __________________________________________________________________________________________________________________________________________________________________________________________ 33 The hypothetical effect of adverse changes in these key unobservable inputs would result in a decrease in the fair value of MSRs as follows at December 31: Sale of Mortgage Servicing Rights During the year ended December 31, 2025, the Company sold an MSR portfolio with an unpaid principal balance of approximately $106,117,000 for a sales price of $1,223,588. The Company recognized a gain on sale of $173,392, which is recorded in gain (loss) on sale of mortgage servicing rights on the consolidated statements of operations. The Company performed temporary sub‐ servicing activities with respect to the underlying loans through the established transfer date, for which the Company earned a fee and is also entitled to certain other ancillary income amounts. During the year ended December 31, 2024, the Company sold an MSR portfolio with an unpaid principal balance of approximately $314,409,000 for a sales price of $3,246,261. The Company recognized a gain on sale of $205,143, which is recorded in gain (loss) on sale of mortgage servicing rights on the consolidated statements of operations. The Company performed temporary sub‐servicing activities with respect to the underlying loans through the established transfer date, for which the Company earned a fee and is also entitled to certain other ancillary income amounts. During the year ended December 31, 2023, the Company sold an MSR portfolio with an unpaid principal balance of approximately $21,539,000 for a sales price of $220,347. The Company recognized a loss on sale of $216,777, which is recorded in gain (loss) on sale of mortgage servicing rights on the consolidated statements of operations. The Company performed temporary sub‐servicing activities with respect to the underlying loans through the established transfer date, for which the Company earned a fee and is also entitled to certain other ancillary income amounts. Note 11 – Line of Credit The Company has a line of credit with a financial institution, which expires in September 2026. Interest under the agreement is over‐night SOFR plus 3.50%. The amount available under this agreement is the lesser of $15,000,000 or sixty‐five percent of the reported book or appraised valuation of the pledged MSRs. The Company’s MSRs and servicing income is pledged as collateral under the agreement. Amounts outstanding under the line of credit totaled $13,250,000 and $12,870,000 at December 31, 2025 and 2024, respectively. The Company intends to renew the line of credit when the agreement matures. 2025 2024 2023 (Audited) (Unaudited) (Unaudited) Discount rates: Effect on value ‐ 10% adverse change (142,198)$ (111,048)$ (198,703)$ Effect on value ‐ 20% adverse change (271,798)$ (232,857)$ (418,408)$ Prepayment speeds: Effect on value ‐ 10% adverse change (147,290)$ (103,580)$ (179,637)$ Effect on value ‐ 20% adverse change (282,787)$ (217,115)$ (374,724)$ Cost of servicing: Effect on value ‐ 10% adverse change (24,582)$ (18,675)$ (43,369)$ Effect on value ‐ 20% adverse change (49,174)$ (37,335)$ (86,739)$
WARP SPEED HOLDINGS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS __________________________________________________________________________________________________________________________________________________________________________________________ 34 Note 12 – Notes Payable The Company had a note payable with a financial institution with an original balance of $4,987,870, bearing interest at one‐month SOFR plus 3.50% and maturing December 31, 2025. Interest expense related to the note was $22,297, $69,211, and $158,251 for the years ended December 31, 2025, 2024 and 2023, respectively. The amount outstanding on the note payable totaled $738,552 at December 31, 2024. The note was fully repaid in 2025. The Company has a note payable with an original balance of $5,527,138 with a financial institution. Interest under the agreement is SOFR plus 1.00%, with interest payable quarterly and principal payable upon the payoff of the mortgage loans that are pledged as collateral. Interest expense related to the note was $160,955, $236,394, and $270,278 for the years ended December 31, 2025, 2024 and 2023, respectively. The amount outstanding on the note payable totaled $1,902,971 and $3,704,082 at December 31, 2025 and 2024, respectively. Note 13 – Notes Payable, Related Party The Company issued promissory notes to investors pursuant to an offering of up to $20,000,000. The notes were issued in 2023 with total proceeds of $20,000,000. The amount outstanding on the promissory notes totaled $18,995,000 and $20,000,000 at December 31, 2025 and 2024, respectively. The notes originally had a stated term of 24 months and, pursuant to an executed extension agreement dated August 20, 2025, the maturity term was extended by an additional 24 months. The notes bear interest at a variable rate based on SOFR plus 7.00%, subject to a minimum interest rate of 12.00%. Interest is payable quarterly. Interest expense related to these notes totaled $2,367,147, $2,400,000, and $1,826,500 for the years ended December 31, 2025, 2024 and 2023, respectively. The Company had a note payable of $750,000 due to related parties as of December 31, 2024, the balance was paid in full during the year ended December 31, 2025. Certain promissory notes are held by members of the Company and are considered related party obligations. The promissory notes may be subject to amendments from time to time, as defined by the agreements.
WARP SPEED HOLDINGS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS __________________________________________________________________________________________________________________________________________________________________________________________ 35 Note 14 – Financing Facilities The Company has the following financing facility agreements with various financial institutions at December 31: (1) As part of the master participation agreement, the Company entered into a revolving subordinated loan agreement with the lender which requires the Company to disburse funds to the lender that will be used to participate in the revenue earned by the lender on certain ownership units, as defined in the agreements. The outstanding balance of the loan receivable amounted to $41,800,000 at December 31, 2025 and 2024, which is netted against the related master participation agreement debt amount at December 31, 2025 and 2024. (2) Borrowings under the repurchase facility may be used to provide financing to affiliates. (3) This facility was entered into by an affiliate that was deconsolidated during the year ended December 31, 2024. As a result, the facility is no longer reflected in the Company’s consolidated balance sheets or financing arrangements. Facility Maturity Line Type Date Amount 2025 ‐ Audited 2024 ‐ Unaudited Master participation agreement September 2026 200,000,000$ 157,347,109$ 106,998,432$ Master participation agreement September 2026 125,000,000$ 92,792,046 90,182,253 Master participation agreement (1) September 2026 249,000,000$ 182,194,755 249,252,387 Master mortgage loan repurchase agreement Due on demand 100,000,000$ 53,695,853 80,100,633 Master loan senior participation repurchase agreement Due on demand 50,000,000$ 36,891,000 45,786,900 Master mortgage loan repurchase agreement Due on demand 5,000,000$ 1,346,083 367,920 Master loan senior participation repurchase agreement (2) Due on demand 15,000,000$ 1,241,285 ‐ Master repurchase agreement (3) Due on demand 5,000,000$ ‐ 386,750 525,508,131$ 573,075,275$ Outstanding Balance
WARP SPEED HOLDINGS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS __________________________________________________________________________________________________________________________________________________________________________________________ 36 The Company maintains a master participation agreement with a related party, which expires in August 2026. The agreement allows for the purchase of mortgage loans from the Company by the related party with terms requiring that the Company subsequently resell the collateral on the facility’s behalf. As part of the master participation agreement, the Company is entitled to collect a monthly interest‐only strip of 45% of the total amount of interest accrued and paid on select mortgage loans sold to the related party. In addition to the interest‐only strip, the Company will earn a servicing fee of twenty‐five basis points, as the Company will service the loans on behalf of the related party. The master participation agreement, including sublines of credit, has a total capacity of $60,000,000. Interest is at variable rates, based upon benchmark plus a fixed margin, depending on the underlying collateral, as defined in the agreement. At December 31, 2025, the agreements bear variable interest rates ranging from ‐0.50% to 3.00%, based on applicable margins over the note rate or SOFR rate index. These agreements include interest rate floors ranging from 0.50% to 5.00%. As of December 31, 2025, the Company had MLHS, securities sold under agreements to repurchase, MLHI, REO and notes receivable, construction loans pledged as collateral under the above financing facilities, with the lines being personally guaranteed by members. The above agreements also contain covenants which include certain financial requirements, including maintenance of minimum tangible net worth, minimum liquid assets, debt to adjusted net worth ratio, maximum leverage ratio, and minimum profitability, as defined in the agreements. The Company was in compliance with all significant debt covenants at December 31, 2025. The Company intends to renew the financing facilities when they mature. Note 15 – Securities Sold Under Agreements to Repurchase and Repurchase Lines of Credit The Company has master repurchase agreements (RPFs) with a financial institution. The outstanding credit balances at December 31, 2025 and 2024 on the RPFs totaled $637,325,189 and $336,070,505, respectively, and are to be utilized for financing of previously originated mortgage loans. The RPF acts as a settlement coordinator to facilitate maintenance of collateral and transfer of payments. Under the terms of the agreements, the financial institution will advance up to the price minus a margin of 1.5% of the committed price of the loans. At the time of advance, mortgage loans are pledged to the facility along with the corresponding advance liability by assignment of trust certificates and investor take out commitments, which represents a single mortgage‐back security. The trades are collateralized by trust certificate securities which represent the ownership interest in pools of residential mortgage loans. The arrangements are accounted for as secured borrowings, and the Company retains the related mortgage loan assets or trust certificates interests on its consolidated balance sheets with a corresponding liability recorded for the advances. Interest is at a rate of 1‐month SOFR plus 1.30%. At December 31, 2025 and 2024, the Company had securities sold under agreements to repurchase with a total carrying value of $640,402,863 and $336,674,291, respectively, which includes assets measured at both amortized cost and fair value. These securities were financed through RPFs, with outstanding advances totaling $637,325,189 and $336,070,505 at December 31, 2025 and 2024, respectively. During the year ended December 31, 2025, certain gestation related collateral interests and the related repurchase financing obligations were transferred between entities within the consolidated group.
WARP SPEED HOLDINGS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS __________________________________________________________________________________________________________________________________________________________________________________________ 37 Because these transfers occurred between entities included in the consolidated financial statements, they were eliminated in consolidation and did not result in gain or loss recognition in the accompanying consolidated financial statements. During the year ended December 31, 2025, one repurchase financing arrangement was assigned and novated to a related party. The novation transferred the facility obligations to the related party, while the Company continues to maintain other repurchase financing arrangements that are accounted for as secured borrowings as described above. In connection with the novation, the Company provides an unconditional guarantee of the related party’s performance under the applicable agreements and receives a guarantee fee, as defined in the agreements. See Note 25 – Related Party Transactions and Note 21 – Commitments and Contingencies for additional information regarding the guarantee arrangement. Note 16 – Securities Financing Arrangement In 2023, Warp entered into an Agreement Regarding Sale of Securities (Securities Financing Arrangement) in connection with a refinancing and reorganization of the Company’s leverage related to (i) retained interest and cash distribution rights associated with the Company’s private label securities and (ii) GNMA Securities. Proceeds from the Securities Financing Arrangement were used to repay financing previously maintained at Calcon related to these assets. Under the Securities Financing Arrangement, a counterparty acquires certain rated private label securities and GNMA Securities and has the ability to put the securities to the Company under specified terms. Although documented as a purchase/put structure, the Company accounts for the Securities Financing Arrangement as a secured borrowing. The Securities Financing Arrangement is secured by certain rated private label securities (including retained interests associated with Series 2023‐1) and GNMA Securities (See Note 1). Accordingly, the securities remain on the consolidated balance sheets as pledged collateral and the proceeds received are recorded as a financing liability. Financing costs under the arrangement are based on SOFR and include provisions related to interest spread/interest deficit and market value/margin deficit, as defined in the agreement. The obligations under the Securities Financing Arrangements are guaranteed by certain members of Warp under a payment and performance guaranty. The outstanding balance under the Securities Financing Arrangement was $592,986,904 and $662,099,809 and is included in Securities Financing Arrangement on the consolidated balance sheets as of December 31, 2025 and 2024, respectively. Note 17 – Securitized Mortgage Trust Liabilities Securitized mortgage trust liabilities totaled $80,140,623 and $81,866,582 at December 31, 2025 and 2024, respectively, and represent the outstanding notes and certificates issued in connection with Series 2023‐ 1 that are held by investors. The securitized mortgage trust liabilities are recorded as secured borrowings in the Company’s consolidated balance sheets. The liabilities are secured by the mortgage loans held in the securitization structure and are payable from cash flows generated by the underlying mortgage loan collateral.
WARP SPEED HOLDINGS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS __________________________________________________________________________________________________________________________________________________________________________________________ 38 The securitization structure includes multiple classes or notes and certificates with differing priority of payment. Senior classes generally receive principal and interest before mezzanine and subordinate classes. Subordinate classes and residual interests generally absorb credit losses on the underlying collateral before senior and mezzanine classes and receive remaining cash flows, if any, after payment of senior and mezzanine notes and trust expenses. Certain transaction documents also provide for optional redemption and an optional clean‐up call under specified circumstances. At issuance, Series 2023‐1 included multiple classes of notes and certificates, including Class A‐1, A‐2, A‐ 3, M‐1, B‐1, B‐2, B‐3, and additional interest‐only securities (AIOS). Total notes and certificates issued were $576,176,086, of which $83,445,285 (approximately 14.5%) were sold to investors. The Company retained the remaining notes and certificates at issuance (approximately $492,730,801), which has been reduced through principal repayments. Certain retained interest and distribution rights related to Series 2023‐1 are pledged under the Company financing arrangements. See Note 16 – Securities Financing Arrangement. A retained Class B‐3 certificate with an original balance of $7,779,086 is held by Calcon and is not pledged under the Securities Financing Arrangement. The following table represents the original offered securitization notes from the Private Placement Memorandum: The following table sets forth the mortgage unpaid principal balance and the outstanding securitization notes at December 31, 2025: Issuing Trust Security Original Principal Interest Rate Series 2023‐1 Class A‐1 notes due 2054 504,154,000$ 4.50% Class A‐2 notes due 2054 30,249,000 4.80% Class A‐3 notes due 2054 9,507,000 4.80% Class M‐1 notes due 2054 11,523,000 4.80% Class B‐1 notes due 2054 7,779,000 4.80% Class B‐2 notes due 2054 5,185,000 4.80% Class B‐3 notes due 2054 7,779,086 4.80% 576,176,086$ Class of Notes Mortgage UPB Notes Percentage of collateral coverage Class A‐1 notes due 2054 414,581,708$ 8,118,537$ 2% Class A‐2 notes due 2054 30,249,000 30,249,000 100% Class A‐3 notes due 2054 9,507,000 9,507,000 100% Class M‐1 notes due 2054 11,523,000 11,523,000 100% Class B‐1 notes due 2054 7,779,000 7,779,000 100% Class B‐2 notes due 2054 5,185,000 5,185,000 100% Class B‐3 notes due 2054 7,779,086 7,779,086 100% 486,603,794$ 80,140,623$ Balance at December 31, 2025 ‐ (Audited)
WARP SPEED HOLDINGS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS __________________________________________________________________________________________________________________________________________________________________________________________ 39 The following table sets forth the mortgage unpaid principal balance and the outstanding securitization notes at December 31, 2024: Note 18 – Premium Finance Agreement In 2024, the Company entered into a premium finance arrangement with a financial institution to fund business continuation insurance, as discussed in Note 25. The arrangement financed insurance premiums totaling $1,121,830, bore interest at 3.60%, and required monthly principal and interest payments. The outstanding balance under the arrangement was $841,372 at December 31, 2024. The arrangement was repaid in full during 2025, and no amount was outstanding at December 31, 2025. Note 19 – Employee Benefit Plan The Company has a 401 (k) plan (the Plan) which covers all eligible employees who have met the minimum eligibility requirements. Employees may elect to contribute up to a maximum percentage allowable, not to exceed federal tax law limitations, which may be adjusted each year based on cost of‐ living calculations. The Company’s contributions are discretionary and are determined on an annual basis. The Company made $409,990, $421,072 and $306,815, in contributions to the Plan for the years ended December 31, 2025, 2024 and 2023, respectively. Note 20 – Employee Retention Credit The Company qualified for the employee retention credit (ERC) under the Coronavirus Aid, Relief, and Economic Security Act, a refundable payroll tax credit, and recorded an associated receivable totaling $6,222,786 during the year ended December 31, 2023. The Company received $2,100,304 during the year ended December 31, 2023 and $2,116,797 during the year ended December 31, 2025. There were no receipts for the year ended December 31, 2024. As of December 31, 2025 and 2024, the ERC receivable of $2,005,685 and 4,122,482, respectively, is included in accounts receivable and advances on the consolidated balance sheets. The remaining $2,005,685 receivable outstanding at December 31, 2025 was collected in full subsequent to year end. Class of Notes Mortgage UPB Notes Percentage of collateral coverage Class A‐1 notes due 2054 459,867,739$ 9,844,496$ 2% Class A‐2 notes due 2054 30,249,000 30,249,000 100% Class A‐3 notes due 2054 9,507,000 9,507,000 100% Class M‐1 notes due 2054 11,523,000 11,523,000 100% Class B‐1 notes due 2054 7,779,000 7,779,000 100% Class B‐2 notes due 2054 5,185,000 5,185,000 100% Class B‐3 notes due 2054 7,779,086 7,779,086 100% 531,889,825$ 81,866,582$ Balance at December 31, 2024 ‐ (Unaudited)
WARP SPEED HOLDINGS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS __________________________________________________________________________________________________________________________________________________________________________________________ 40 Note 21 – Commitments and Contingencies Commitments to Extend Credit As of December 31, 2025 and 2024, the Company had outstanding commitments to extend credit to potential borrowers for approximately $101,810,000 and $123,605,000, respectively. These commitments represent off‐balance sheet credit exposures, under which the Company may be obligated to fund loans at the prevailing interest rates and terms in effect at the time of execution. During the year ended December 31, 2025, in connection with the novation of one repurchase financing arrangement to a related party, the Company provided an unconditional guarantee of the related party’s obligations under the applicable agreements. The Company receives a guarantee fee in accordance with the agreement. The Company’s maximum potential undiscounted future payments under the guarantee is approximately $34,905,938 at December 31, 2025. Any liability recorded in connection with this guarantee was not material as of December 31, 2025. Legal The Company may be involved in various legal and regulatory proceedings, lawsuits or other claims arising in the ordinary course of business. Based on management’s knowledge, the Company is currently not subject to any material adverse litigation, nor is any material adverse litigation currently threatened against the Company. Note 22 – Leases The following table summarizes the components of the Company’s lease costs incurred during the years ended December 31: The table below summarizes other information related to the Company’s leases as of December 31: 2025 2024 2023 (Audited) (Unaudited) (Unaudited) Operating lease cost 805,416$ 996,235$ 617,521$ Short‐term lease cost 941,406 1,421,349 1,747,711 Total lease cost 1,746,822$ 2,417,584$ 2,365,232$ 2025 2024 (Audited) (Unaudited) Weighted averages: Remaining lease terms (in years) 3.42 2.15 Discount rate 6.00% 6.10% Cash payment on lease liability 546,725$ 593,255$ ROU assets obtained in exchange for new lease liability 1,391,649$ 508,029$
WARP SPEED HOLDINGS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS __________________________________________________________________________________________________________________________________________________________________________________________ 41 The Company’s lease commitments are reflected as undiscounted values and are reconciled to the discounted present value recognized on the consolidated balance sheets. The following table summarizes the minimum future commitments by year for the Company’s long‐term operating leases as of December 31, 2025: Note 23 – Self Insurance Plan The Company has engaged an insurance company which is under common ownership to provide administrative services for the Company’s self‐funded insurance plan. The Company pays the qualifying medical claims expense for all participating individuals. The Company paid claims totaling $1,675,546, $1,949,990 and $1,669,656 during the years ended December 31, 2025, 2024 and 2023, respectively, which is recorded in salaries, commissions and benefits on the consolidated statements of operations. There were no estimated claims incurred but not reported included in accounts payable and accrued expenses on the consolidated balance sheets at December 31, 2025 and 2024. Note 24 – Fair Value Measurements The Company’s consolidated financial statements include assets and liabilities measured based on their estimated fair values. Refer to Note 1 for descriptions of the fair value hierarchy, valuation techniques and key inputs used by the Company. Year Ending December 31, Amounts 2026 735,244$ 2027 456,346 2028 244,900 2029 164,790 2030 45,786 Thereafter 45,786 Total undiscounted lease payments 1,692,852 Less: imputed interest (163,921) Net lease liability 1,528,931$
WARP SPEED HOLDINGS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS __________________________________________________________________________________________________________________________________________________________________________________________ 42 Assets and Liabilities Measured at Fair Value on a Recurring Basis The following are the major categories of assets and liabilities measured at fair value on a recurring basis as of December 31, 2025: The following are the major categories of assets and liabilities measured at fair value on a recurring basis as of December 31, 2024: The changes in MSRs are presented in Note 10. The following table summarizes the changes in Level 3 assets measured at fair value on a recurring basis for the years ended December 31, 2025, 2024 and 2023: (1) Fair value changes in IRLCs represent the net change in the Company’s IRLCs recognized in earnings. Description Level 1 Level 2 Level 3 Total MLHS ‐$ 205,278,530$ ‐$ 205,278,530$ MSRs ‐$ ‐$ 4,253,728$ 4,253,728$ Securities sold under agreements to repurchase ‐$ 152,886,520$ ‐$ 152,886,520$ Derivative instruments ‐ IRLCs ‐$ ‐$ 2,781,967$ 2,781,967$ Derivative instruments ‐ interest rate swap futures (3,853,870)$ ‐$ ‐$ (3,853,870)$ Description Level 1 Level 2 Level 3 Total MLHS ‐$ 218,984,033$ ‐$ 218,984,033$ MSRs ‐$ ‐$ 2,428,655$ 2,428,655$ Securities sold under agreements to repurchase ‐$ 68,127,414$ ‐$ 68,127,414$ Derivative instruments ‐ IRLCs ‐$ ‐$ 1,944,586$ 1,944,586$ Derivative instruments ‐ interest rate swap futures 3,216,750$ ‐$ ‐$ 3,216,750$ Derivative instruments ‐ interest rate swap futures (12,595,950)$ ‐$ ‐$ (12,595,950)$ IRLCs Balance at January 1, 2023 (Unaudited) 1,405,254$ Fair value changes (1) (160,246) Balance at December 31, 2023 (Unaudited) 1,245,008$ Fair value changes (1) 699,578 Balance at December 31, 2024 (Unaudited) 1,944,586$ Fair value changes (1) 837,381 Balance at December 31, 2025 (Audited) 2,781,967$
WARP SPEED HOLDINGS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS __________________________________________________________________________________________________________________________________________________________________________________________ 43 Fair Value Option The Company has elected the fair value option for MLHS and believes this election best reflects the economic performance of the Company’s MLHS originations. Fair value changes totaling $2,474,587, $1,390,660 and $4,099,161 for the years ended December 31, 2025, 2024 and 2023, respectively, are included in gain on sale of mortgage loans held for sale, net of direct costs on the consolidated statements of operations. Fair Value of Other Financial Instruments Due to their short‐term nature, the carrying value of cash, cash equivalents, restricted cash, escrow cash, short‐term receivables, Ginnie Mae loans subject to repurchase right, notes receivable, construction loans, net, short‐term payables, notes payable, and financing facilities approximate their fair value at December 31, 2025. Note 25 – Related Party Transactions During the years ended December 31, 2025, 2024 and 2023, the Company paid $1,028,344, $1,829,759 and $2,731,356, respectively, in insurance premiums to a related insurance entity (the Insurer) to procure business continuation insurance for the Company. The policies are written on a one‐year claims made basis, with the Insurerʹs liability limited to the amounts specified in the respective issued insurance policies. Pursuant to the agreement between the Company and the Insurer, premiums remitted by the Company are required to be deposited into the Insurerʹs accounts, inaccessible to the Company. In the event of early termination of the insurance policies by the Company, any unearned insurance premiums are refundable by the Insurer. The Company has no liability for any claims made to the Insurer. As of December 31, 2025 and 2024, the unamortized prepaid balance was $0 and $1,028,344, respectively, and was recorded in prepaid expenses on the consolidated balance sheets. The 2024 premiums were financed through a premium finance arrangement discussed in Note 18. The related insurance coverage expired during 2025 and was not renewed. The Company has a consulting agreement with a management services company to provide specific strategic finance and management services. The Company recognized $888,000 in management fees for the years ended December 31, 2025, 2024 and 2023, which is included in general and administrative on the consolidated statements of operations. In addition, the agreement provides for a variable performance fee equal to 10% of pre‐tax net income, as defined in the agreement, as well as reimbursement of certain travel and other out‐of‐pocket expenses. As of December 31, 2025 and 2024, amounts payable under the agreement totaled $3,683,848 and $0, which was attributable to the accrued variable performance fee, and are included in accounts payable and accrued expenses on the consolidated balance sheets.
WARP SPEED HOLDINGS LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS __________________________________________________________________________________________________________________________________________________________________________________________ 44 During the year ended December 31, 2025, the Company assigned and novated one repurchase financing arrangement to a related party. As a result of the novation, the related party became the primary obligor under the applicable financing agreements. In connection with the novation, the Company provides an unconditional guarantee of the related party’s obligations and receives a guarantee fee in accordance with the agreement. The outstanding balance under the related repurchase financing arrangement was $34,905,938 at December 31, 2025. During the year ended December 31, 2025, the Company entered into a financing arrangement with a related entity. At December 31, 2025, amounts due from the related entity totaled $1,070,000 and is included in due from related parties on the consolidated balance sheets. These balances are expected to be repaid in accordance with the applicable agreements. The Company has Master Services Agreements (Agreement) with subsidiaries and equity method affiliates. The Agreement provides for services such as information technology (Computer and support services, information security, Server, Mainframe, Infrastructure support), compliance support, licensing support, borrowing documentation, marketing services, human resource management services, loan fulfillment services, accounting services and record keeping, vendor management, legal and compliance support, loan‐level pricing, treasury services, tax services, financial services, financial services, borrowing documentation, post‐closing services, and other assistance related to the conduct of the Company. The Company is reimbursed for various costs and expenses deemed reasonable and necessary pursuant to the Agreement. All expenses related to consolidating subsidiaries for these services are eliminated in consolidation. During the year ended December 31, 2025, the Company began providing warehouse financing to certain equity method affiliates. As of December 31, 2025, amounts outstanding totaled $1,241,285 and are included in due from related parties on the consolidated balance sheets. Note 26 – Subsequent Events Management has evaluated subsequent events through March 31, 2026, the date on which the consolidated financial statements were available to be issued.