Orion Digital Corp 6-K, filed Nov 7, 2025
Orion Digital Corp. (ORIO)
About this 6-K
Orion Digital Corp filed this 6-K on November 7, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2025
Commission File Number: 001-38409
Mogo Inc.
(formerly Mogo Finance Technology Inc.)
516-409 Granville St.
Vancouver, British Columbia
V6C 1T2, Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or
Form 40-F.
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Form 20-F |
☒Form 40-F |
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Form 6-K Exhibit Index
Exhibit Number |
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Document Description |
99.1 |
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99.2 |
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Management’s discussion and analysis for the three and nine months ended September 30, 2025 |
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99.3 |
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99.4 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Mogo Inc. |
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Date: November 7, 2025 |
By: |
/s/ Gregory Feller |
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Name: Gregory Feller |
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Title: President & Chief Financial Officer |
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Exhibit 99.1
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Page |
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F-2 |
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F-3 |
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Interim Condensed Consolidated Statements of Changes in Equity (Deficit) for the nine months ended September 30, 2025 and 2024 |
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F-4 |
Interim Condensed Consolidated Statements of Cash Flows for the three and nine months ended September 30, 2025 and 2024 |
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F-5 |
Notes to the Interim Condensed Consolidated Financial Statements |
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F-6 |
Mogo Inc.
Interim Condensed Consolidated Statements of Financial Position
(Unaudited)
(Expressed in thousands of Canadian Dollars)
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Note |
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September 30, |
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December 31, |
Assets |
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Cash and cash equivalent |
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14,891 |
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8,530 |
Restricted cash |
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3,242 |
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2,508 |
Marketable securities |
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5 |
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20,829 |
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26,085 |
Loans receivable, net |
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4 |
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59,819 |
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58,620 |
Prepaid expenses and other receivables |
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6,741 |
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11,042 |
Investment portfolio |
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14b |
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7,136 |
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11,991 |
Property and equipment |
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228 |
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364 |
Investment in sublease, net and right-of-use assets |
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733 |
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1,073 |
Intangible assets |
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6 |
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26,964 |
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31,080 |
Goodwill |
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38,355 |
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38,355 |
Total assets |
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178,938 |
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189,648 |
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Liabilities |
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Accounts payable, accruals and other |
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16,670 |
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22,181 |
Lease liabilities |
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1,074 |
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1,541 |
Credit facility |
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7 |
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50,875 |
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48,792 |
Debentures |
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8 |
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32,529 |
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35,287 |
Deferred tax liability |
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332 |
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630 |
Total liabilities |
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101,480 |
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108,431 |
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Equity |
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Share capital |
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16a |
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388,779 |
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389,717 |
Contributed surplus |
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38,898 |
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37,424 |
Foreign currency translation reserve |
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(1,838) |
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(416) |
Deficit |
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(348,381) |
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(345,508) |
Total equity |
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77,458 |
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81,217 |
Total equity and liabilities |
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178,938 |
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189,648 |
Approved on Behalf of the Board
Signed by “Greg Feller” , Director
Signed by “Christopher Payne” , Director
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
F-2
Mogo Inc.
Interim Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
(Unaudited)
(Expressed in thousands of Canadian Dollars, except per share amounts)
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Three months ended |
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Nine months ended |
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Note |
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September 30, |
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September 30, |
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September 30, |
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September 30, |
Revenue |
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Subscription and services |
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10,328 |
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10,689 |
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31,456 |
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31,816 |
Interest revenue |
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6,635 |
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6,996 |
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19,770 |
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21,347 |
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9,10a |
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16,963 |
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17,685 |
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51,226 |
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53,163 |
Cost of revenue |
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Provision for loan losses, net of recoveries |
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4 |
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4,696 |
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4,447 |
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13,920 |
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13,443 |
Transaction costs |
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480 |
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1,340 |
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1,720 |
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4,421 |
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5,176 |
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5,787 |
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15,640 |
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17,864 |
Gross profit |
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11,787 |
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11,898 |
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35,586 |
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35,299 |
Operating expenses |
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Technology and development |
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2,706 |
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2,367 |
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8,266 |
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7,937 |
Marketing |
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1,040 |
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982 |
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3,236 |
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3,223 |
Customer service and operations |
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2,664 |
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2,867 |
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8,102 |
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8,355 |
General and administration |
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3,409 |
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3,535 |
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11,032 |
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11,218 |
Stock-based compensation |
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16c |
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577 |
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579 |
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1,559 |
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1,724 |
Depreciation and amortization |
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6 |
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1,969 |
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1,966 |
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5,952 |
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6,426 |
Total operating expenses |
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11 |
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12,365 |
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12,296 |
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38,147 |
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38,883 |
Loss from operations |
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(578) |
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(398) |
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(2,561) |
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(3,584) |
Other expenses (income) |
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Credit facility interest expense |
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7 |
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1,450 |
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1,726 |
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4,286 |
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5,114 |
Debenture and other financing expense |
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8,17 |
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717 |
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791 |
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2,444 |
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2,550 |
Accretion related to debentures |
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8 |
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133 |
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170 |
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421 |
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517 |
Revaluation loss (gain) |
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12 |
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2,748 |
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5,284 |
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(3,459) |
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12,497 |
Other non-operating (income) expense |
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13 |
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(1,018) |
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(177) |
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(3,142) |
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68 |
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4,030 |
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7,794 |
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550 |
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20,746 |
Net loss before tax |
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(4,608) |
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(8,192) |
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(3,111) |
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(24,330) |
Income tax recovery |
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(99) |
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(80) |
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(238) |
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(257) |
Net loss |
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(4,509) |
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(8,112) |
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(2,873) |
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(24,073) |
Other comprehensive loss: |
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Items that are or may be reclassified subsequently to profit or loss: |
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Foreign currency translation reserve loss |
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(234) |
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(549) |
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(1,422) |
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(673) |
Other comprehensive loss |
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(234) |
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(549) |
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(1,422) |
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(673) |
Total comprehensive loss |
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(4,743) |
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(8,661) |
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(4,295) |
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(24,746) |
Net income (loss) per share |
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Basic and diluted loss per share |
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(0.19) |
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(0.33) |
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(0.12) |
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(0.99) |
Weighted average number of basic and fully diluted common shares (in 000s) |
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23,868 |
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24,383 |
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24,160 |
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24,406 |
Weighted average number of fully diluted common shares (in 000s) |
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23,868 |
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24,383 |
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24,160 |
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24,406 |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
F-3
Mogo Inc.
Interim Condensed Consolidated Statements of Changes in Equity (Deficit)
(Unaudited)
(Expressed in thousands of Canadian Dollars, except share amounts)
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Number of |
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Share |
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Contributed |
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Foreign currency translation reserve |
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Deficit |
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Total |
Balance, December 31, 2024 |
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24,281 |
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389,717 |
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37,424 |
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(416) |
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(345,508) |
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81,217 |
Net loss |
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— |
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— |
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— |
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— |
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(2,873) |
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(2,873) |
Purchase of common shares for cancellation (Note 16a) |
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(523) |
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(1,058) |
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— |
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— |
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— |
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(1,058) |
Foreign currency translation reserve |
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— |
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— |
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— |
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(1,422) |
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— |
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(1,422) |
Stock-based compensation (Note 16c) |
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— |
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— |
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1,559 |
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— |
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— |
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1,559 |
Options exercised or converted |
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19 |
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120 |
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(85) |
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— |
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— |
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35 |
Balance, Sep 30, 2025 |
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23,777 |
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388,779 |
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38,898 |
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(1,838) |
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(348,381) |
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77,458 |
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Number of |
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Share |
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Contributed |
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Foreign currency translation reserve |
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Deficit |
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Total |
Balance, December 31, 2023 |
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24,325 |
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389,806 |
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35,503 |
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243 |
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(331,828) |
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93,724 |
Net loss |
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— |
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— |
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— |
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— |
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(24,073) |
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(24,073) |
Purchase of common shares for cancellation |
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(45) |
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(104) |
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— |
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— |
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— |
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(104) |
Cancellation of replacement awards |
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(1) |
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— |
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— |
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— |
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— |
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— |
Foreign currency translation reserve |
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— |
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— |
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— |
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(673) |
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— |
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(673) |
Stock-based compensation (Note 16c) |
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— |
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— |
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1,724 |
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— |
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— |
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1,724 |
Options exercised or converted |
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2 |
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15 |
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(17) |
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— |
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— |
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(2) |
Balance, Sep 30, 2024 |
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24,281 |
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389,717 |
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37,210 |
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(430) |
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(355,901) |
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70,596 |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
F-4
Mogo Inc.
Interim Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Expressed in thousands of Canadian Dollars
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Three months ended |
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Nine months ended |
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Cash provided by (used in) the following activities: |
Note |
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September 30, |
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September 30, |
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September 30, |
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September 30, |
Operating activities |
|
|
|
|
|
|
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Net loss |
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(4,509) |
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(8,112) |
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(2,873) |
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(24,073) |
Items not affecting cash and other items: |
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|
|
|
|
|
|
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Depreciation and amortization |
6 |
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1,969 |
|
1,966 |
|
5,952 |
|
6,426 |
Provision for loan losses |
4 |
|
4,669 |
|
4,451 |
|
13,920 |
|
13,449 |
Credit facility interest expense |
7 |
|
1,450 |
|
1,726 |
|
4,286 |
|
5,114 |
Debenture and other financing expense |
8,17 |
|
699 |
|
791 |
|
2,426 |
|
2,550 |
Accretion related to debentures |
11 |
|
133 |
|
170 |
|
421 |
|
517 |
Stock-based compensation expense |
16c |
|
577 |
|
579 |
|
1,559 |
|
1,724 |
Revaluation loss (gain) |
12 |
|
2,752 |
|
5,284 |
|
(3,454) |
|
12,497 |
Other non-operating (income) expense |
13 |
|
(1,000) |
|
— |
|
(3,966) |
|
149 |
Income tax recovery |
|
|
(99) |
|
(80) |
|
(238) |
|
(257) |
|
|
|
6,641 |
|
6,775 |
|
18,033 |
|
18,096 |
Changes in: |
|
|
|
|
|
|
|
|
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Net issuance of loans receivable |
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(6,668) |
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(3,300) |
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(15,119) |
|
(12,230) |
Prepaid expenses, and other receivables and assets |
|
|
934 |
|
791 |
|
5,336 |
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(364) |
Accounts payable, accruals and other |
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(1,424) |
|
877 |
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(5,845) |
|
748 |
Restricted cash |
|
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(546) |
|
(1,385) |
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(734) |
|
(928) |
Net investment in sub-lease |
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|
112 |
|
112 |
|
336 |
|
268 |
|
|
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(951) |
|
3,870 |
|
2,007 |
|
5,590 |
Interest paid |
|
|
(2,086) |
|
(2,321) |
|
(6,492) |
|
(7,358) |
Income taxes paid |
|
|
— |
|
(19) |
|
(59) |
|
(41) |
Non-recurring cash inflow from investor rights agreement |
13 |
|
— |
|
— |
|
3,000 |
|
— |
Net cash (used in) provided by operating activities |
|
|
(3,037) |
|
1,530 |
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(1,544) |
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(1,809) |
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|
|
|
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
|
|
|
|
Investment in intangible assets |
6 |
|
(572) |
|
(890) |
|
(1,599) |
|
(2,448) |
Purchase of marketable securities |
5 |
|
(4,824) |
|
— |
|
(5,824) |
|
(816) |
Proceeds from sale of investment portfolio |
|
|
— |
|
200 |
|
715 |
|
200 |
Proceeds from sale of marketable securities |
|
|
13,972 |
|
384 |
|
15,704 |
|
1,076 |
Purchases of property and equipment |
|
|
(11) |
|
(8) |
|
(39) |
|
(8) |
Net cash provided by (used in) by investing activities |
|
|
8,565 |
|
(314) |
|
8,957 |
|
(1,996) |
|
|
|
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
|
|
|
Lease liabilities – principal payments |
|
|
(146) |
|
(144) |
|
(467) |
|
(412) |
Repayments on debentures |
8 |
|
(534) |
|
(491) |
|
(1,591) |
|
(1,686) |
Advances on credit facility |
7 |
|
1,923 |
|
— |
|
4,582 |
|
1,904 |
Repayments on credit facility |
7 |
|
— |
|
(825) |
|
(2,499) |
|
(2,243) |
Repurchase of common shares |
16a |
|
— |
|
— |
|
(1,057) |
|
(104) |
Net cash provided by (used in) financing activities |
|
|
1,243 |
|
(1,460) |
|
(1,032) |
|
(2,541) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate fluctuations on cash and cash equivalents |
|
|
(2) |
|
(14) |
|
(20) |
|
(22) |
Net decrease in cash and cash equivalent |
|
|
6,769 |
|
(258) |
|
6,361 |
|
(6,368) |
Cash and cash equivalent, beginning of period |
|
|
8,122 |
|
10,023 |
|
8,530 |
|
16,133 |
Cash and cash equivalent, end of period |
|
|
14,891 |
|
9,765 |
|
14,891 |
|
9,765 |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
F-5
Mogo Inc.
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
For the three and nine months ended September 30, 2025 and 2024
Mogo Inc. (“Mogo” or the "Company") was continued under the Business Corporations Act (British Columbia) on June 21, 2019 following the combination with Mogo Finance Technology Inc. The address of the Company's registered office is Suite 1700, Park Place, 666 Burrard Street, Vancouver, British Columbia, Canada, V6C 2X8. The Company’s common shares (the “Common Shares”) are listed on the Toronto Stock Exchange (“TSX”) and the Nasdaq Capital Market under the symbol “MOGO”.
Mogo offers simple digital solutions to help its members improve their path to wealth creation and financial freedom. Mogo offers commission-free stock trading that helps users thoughtfully invest based on a Warren Buffett approach to long-term investing while also making a positive impact with every investment. Moka offers Canadians a real alternative to mutual funds and wealth managers that overcharge and underperform with a fully managed investing solution based on the proven outperformance of an S&P 500 strategy, and at a fraction of the cost. Mogo also offers digital loans and mortgages. Through Carta Worldwide, Mogo also offers a low-cost payments platform that powers next-generation card programs for companies across Europe and Canada.
Statement of compliance
These interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting as issued by the International Accounting Standards Board® and should be read in conjunction with the Company's last annual consolidated financial statements as at and for the year ended December 31, 2024. They do not include all of the information required for a complete set of financial statements prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board®. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Company's financial position and performance since the last annual financial statements.
The Company presents its interim condensed consolidated statements of financial position on a non-classified basis in order of liquidity.
These interim condensed consolidated financial statements were authorized by the Board of Directors (the “Board”) to be issued on November 7, 2025.
These interim condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the payment of liabilities in the ordinary course of business. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due in the normal course.
Management routinely plans future activities which includes forecasting future cash flows. Management has reviewed their plan and has collectively formed a judgment that the Company has adequate resources to continue as a going concern for the foreseeable future, which management has defined as being at least 12 months from the date of approval of these interim condensed consolidated financial statements.
In arriving at this judgment, management has considered the following: (i) cash flow projections of the Company, which incorporates a rolling forecast and detailed cash flow modeling through the next 12 months from the date of approval of these interim condensed consolidated financial statements, and (ii) the base of investors and debt lenders historically available to the Company. The expected cash flows have been modeled based on anticipated revenue and profit streams with debt programmed into the model. Refer to Notes 7, 8, and 15 for details on amounts that may come due in the next 12 months.
F-6
Mogo Inc.
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
For the three and nine months ended September 30, 2025 and 2024
For these reasons, the Company continues to adopt a going concern basis in preparing the interim condensed consolidated financial statements.
Functional and presentation currency
These interim condensed consolidated financial statements are presented in Canadian dollars. The functional currency of each subsidiary is determined based on the currency of the primary economic environment in which that subsidiary operates. The functional currency of each subsidiary that is not in Canadian dollars is as follows: Carta Financial Services Ltd. (GBP), Carta Solutions Processing Services Cyprus Ltd. (EUR), Carta Solutions Processing Services Corp. (MAD), Carta Solutions Singapore PTE. Ltd. (SGD), Moka Financial Technologies Europe (EUR).
The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Company’s annual consolidated financial statements for the year ended December 31, 2024.
Significant accounting judgements, estimates and assumptions
The preparation of the interim condensed consolidated financial statements requires management to make
estimates, assumptions and judgments that affect the reported amount of assets and liabilities, the disclosure of
contingent assets and liabilities and the reported amount of revenues and expenses during the period. The critical accounting estimates and judgments have been set out in the notes to the Company’s consolidated financial statements for the year ended December 31, 2024.
During 2025, the United States government announced tariffs on imported goods. The uncertainty regarding the impact of these tariffs on the economies increases the uncertainty of estimates used in financial reporting.
New and amended standards and interpretations
Certain new or amended standards and interpretations became effective on January 1, 2025, but do not have an impact on the interim condensed consolidated financial statements of the Company.
Standards issued but not yet effective
In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements. IFRS 18 replaces IAS 1 Presentation of Financial Statements and sets out requirements for the presentation and disclosure of information in general purpose financial statements. The standard applies to annual reporting periods beginning on or after January 1, 2027 and is to be applied retrospectively, with early adoption permitted. The Company has not adopted any standards or interpretations that have been issued but are not yet effective and is currently assessing the impact on the interim financial statements.
F-7
Mogo Inc.
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
For the three and nine months ended September 30, 2025 and 2024
Loans receivable represent lines of credit advanced to customers in the normal course of business. The following table provides a breakdown of gross loans receivable and allowance for loan losses by aging bucket, which represents the Company's assessment of credit risk exposure and by their IFRS 9 – Financial Instruments expected credit loss measurement stage. The entire loan balance of a customer is aged in the same category as its oldest individual past due payment, to align with the stage groupings used in calculating the allowance for loan losses under IFRS 9. Stage 3 gross loans receivable include net balances outstanding and still anticipated to be collected for loans previously charged off (September 30, 2025 - $3,445, December 31, 2024 - $3,472). These are carried in gross receivables at the net expected collectable amount with no associated allowance.
|
|
|
|
As at September 30, 2025 |
||||||
Risk Category |
|
Days past due |
|
Stage 1 |
|
Stage 2 |
|
Stage 3 |
|
Total |
Strong |
|
Not past due |
|
61,105 |
|
— |
|
— |
|
61,105 |
Lower risk |
|
1-30 days past due |
|
3,358 |
|
— |
|
— |
|
3,358 |
Medium risk |
|
31-60 days past due |
|
— |
|
1,100 |
|
— |
|
1,100 |
Higher risk |
|
61-90 days past due |
|
— |
|
778 |
|
— |
|
778 |
Non-performing |
|
91+ days past due or bankrupt |
|
— |
|
— |
|
9,832 |
|
9,832 |
|
|
Gross loans receivable |
|
64,463 |
|
1,878 |
|
9,832 |
|
76,173 |
|
|
Allowance for loan losses |
|
(9,072) |
|
(1,442) |
|
(5,840) |
|
(16,354) |
|
|
Loans receivable, net |
|
55,391 |
|
436 |
|
3,992 |
|
59,819 |
|
|
|
|
As at December 31, 2024 |
||||||
Risk Category |
|
Days past due |
|
Stage 1 |
|
Stage 2 |
|
Stage 3 |
|
Total |
Strong |
|
Not past due |
|
58,171 |
|
— |
|
— |
|
58,171 |
Lower risk |
|
1-30 days past due |
|
2,924 |
|
— |
|
— |
|
2,924 |
Medium risk |
|
31-60 days past due |
|
— |
|
1,024 |
|
— |
|
1,024 |
Higher risk |
|
61-90 days past due |
|
— |
|
863 |
|
— |
|
863 |
Non-performing |
|
91+ days past due or bankrupt |
|
— |
|
— |
|
9,714 |
|
9,714 |
|
|
Gross loans receivable |
|
61,095 |
|
1,887 |
|
9,714 |
|
72,696 |
|
|
Allowance for loan losses |
|
(7,088) |
|
(1,336) |
|
(5,652) |
|
(14,076) |
|
|
Loans receivable, net |
|
54,007 |
|
551 |
|
4,062 |
|
58,620 |
F-8
Mogo Inc.
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
For the three and nine months ended September 30, 2025 and 2024
In determination of the Company’s allowance for loan losses, internally developed models are used to factor in credit risk related metrics, including the probability of defaults, the loss given default and other relevant risk factors. Management also considered the impact of key macroeconomic factors and determined that historic loan losses are mostly correlated with unemployment rate, inflation rate, bank prime rate and GDP growth rate. These macroeconomic factors were used to generate various forward-looking scenarios used in the calculation of allowance for loan losses. If management were to assign 100% probability to a pessimistic scenario forecast, the allowance for credit losses would have been $1,867 higher than the reported allowance for credit losses as at September 30, 2025 (December 31, 2024 – $1,404 higher).
Overall changes in the allowance for loan losses are summarized below:
|
|
Three months ended |
|
Nine months ended |
||||
|
|
September 30, |
|
September 30, |
|
September 30, |
|
September 30, |
|
|
|
|
|
|
|
|
|
Balance, beginning of the period |
|
15,774 |
|
14,214 |
|
14,076 |
|
12,555 |
Provision for loan losses |
|
|
|
|
|
|
|
|
Originations |
|
1,100 |
|
481 |
|
2,705 |
|
1,667 |
Repayments |
|
(299) |
|
(216) |
|
(957) |
|
(648) |
Re-measurement |
|
3,891 |
|
4,186 |
|
12,195 |
|
12,430 |
Charge offs |
|
(4,112) |
|
(4,778) |
|
(11,665) |
|
(12,117) |
Balance, end of the period |
|
16,354 |
|
13,887 |
|
16,354 |
|
13,887 |
F-9
Mogo Inc.
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
For the three and nine months ended September 30, 2025 and 2024
5. Marketable securities
|
|
As at |
||
|
|
September 30, |
|
December 31, |
WonderFi Technologies Inc. |
|
14,057 |
|
25,654 |
Bitcoin ETFs |
|
4,733 |
|
119 |
Others |
|
2,039 |
|
312 |
Total |
|
20,829 |
|
26,085 |
6. Intangible assets
|
|
Internally |
|
Internally |
|
Software |
|
Acquired technology assets |
|
Customer relationships |
|
Brand |
|
Regulatory licenses |
|
Total |
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2023 |
|
24,746 |
|
1,543 |
|
487 |
|
21,000 |
|
8,900 |
|
1,000 |
|
6,800 |
|
64,476 |
Additions |
|
— |
|
3,175 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
3,175 |
Impairment |
|
— |
|
(597) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(597) |
Disposals |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
Transfers |
|
2,034 |
|
(2,034) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
Effects of movement in exchange rate |
|
— |
|
— |
|
11 |
|
— |
|
— |
|
— |
|
— |
|
11 |
Balance, December 31, 2024 |
|
26,780 |
|
2,087 |
|
498 |
|
21,000 |
|
8,900 |
|
1,000 |
|
6,800 |
|
67,065 |
Additions |
|
— |
|
1,598 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
1,598 |
Impairment |
|
— |
|
(34) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(34) |
Disposals |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
Transfers |
|
1,606 |
|
(1,606) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
Effects of movement in exchange rate |
|
— |
|
6 |
|
43 |
|
— |
|
— |
|
— |
|
— |
|
49 |
Balance, September 30, 2025 |
|
28,386 |
|
2,051 |
|
541 |
|
21,000 |
|
8,900 |
|
1,000 |
|
6,800 |
|
68,678 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2023 |
|
14,526 |
|
— |
|
301 |
|
5,922 |
|
3,558 |
|
— |
|
3,607 |
|
27,914 |
Amortization |
|
3,440 |
|
— |
|
100 |
|
2,100 |
|
1,064 |
|
— |
|
1,360 |
|
8,064 |
Disposals |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
Effects of movement in exchange rate |
|
— |
|
— |
|
7 |
|
— |
|
— |
|
— |
|
— |
|
7 |
Balance, December 31, 2024 |
|
17,966 |
|
— |
|
408 |
|
8,022 |
|
4,622 |
|
— |
|
4,967 |
|
35,985 |
Amortization |
|
2,246 |
|
— |
|
51 |
|
1,575 |
|
798 |
|
— |
|
1,020 |
|
5,690 |
Disposals |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
Effects of movement in exchange rate |
|
— |
|
— |
|
39 |
|
— |
|
— |
|
— |
|
— |
|
39 |
Balance, September 30, 2025 |
|
20,212 |
|
— |
|
498 |
|
9,597 |
|
5,420 |
|
— |
|
5,987 |
|
41,714 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2024 |
|
8,814 |
|
2,087 |
|
90 |
|
12,978 |
|
4,278 |
|
1,000 |
|
1,833 |
|
31,080 |
Balance, September 30, 2025 |
|
8,174 |
|
2,051 |
|
43 |
|
11,403 |
|
3,480 |
|
1,000 |
|
813 |
|
26,964 |
Amortization of intangible assets of $1,903 and $5,690 for the three and nine months ended September 30, 2025 (September 30, 2024 – $1,886 and $6,182) is included in depreciation and amortization in the interim condensed consolidated statements of operations and comprehensive income (loss).
F-10
Mogo Inc.
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
For the three and nine months ended September 30, 2025 and 2024
7. Credit facility
The credit facility consists of a $60,000 senior secured credit facility. On February 26, 2025, the Company amended its credit facility to extend the maturity date by three years, from January 2, 2026 until January 2, 2029. Additionally, the interest rate was reduced by 100 basis points to 7% plus the greater of i) 2% and ii) the Secured Overnight Financing Rate (“SOFR”). There is a 0.33% fee on the available but undrawn portion of the $60,000 facility. The principal and interest balance outstanding for the credit facility as at September 30, 2025 was $50,875 (December 31, 2024 – $48,792).
The credit facility is subject to certain covenants and events of default. As at September 30, 2025 and December 31, 2024, the Company was in compliance with these covenants. Interest expense on the credit facility for the three and nine months ended September 30, 2025 of $1,450 and $4,286, respectively (September 30, 2024 – $1,726 and $5,114, respectively) is included in credit facility interest expense in the interim condensed consolidated statements of operations and comprehensive income (loss).
The Company has provided its senior lenders with a general security interest in all present and after acquired personal property of the Company, including certain pledged financial instruments, cash and cash equivalents.
|
|
As at |
||
|
|
September 30, |
|
December 31, 2024 |
Balance, beginning of the period |
|
48,792 |
|
49,405 |
Advances from credit facility |
|
4,582 |
|
1,904 |
Payments on credit facility |
|
(2,499) |
|
(2,517) |
Balance, end of the period |
|
50,875 |
|
48,792 |
F-11
Mogo Inc.
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
For the three and nine months ended September 30, 2025 and 2024
8. Debentures
The Company's debentures pay interest at a coupon rate between 8 - 10% per annum. Payments of interest and principal are made to debenture holders on a quarterly basis on the first business day following the end of a calendar quarter, at the Company's option either in cash or Common Shares.
The Company’s debentures balance includes the following:
|
|
As at |
||
|
|
September 30, |
|
December 31, |
Principal balance |
|
33,494 |
|
35,257 |
Discount |
|
(1,652) |
|
(701) |
|
|
31,842 |
|
34,556 |
Interest payable |
|
687 |
|
731 |
|
|
32,529 |
|
35,287 |
|
|
As at |
||
|
|
September 30, |
|
December 31, |
Balance, beginning of the period |
|
35,287 |
|
36,783 |
Principal repayments |
|
(1,591) |
|
(2,192) |
Discount accretion |
|
421 |
|
687 |
Modification |
|
(1,362) |
|
(364) |
Other |
|
(226) |
|
373 |
Balance, end of the period |
|
32,529 |
|
35,287 |
The debentures are secured by the assets of the Company, governed by the terms of a trust deed and, among other things, are subject to a subordination agreement to the credit facility which effectively extends the individual maturity dates of the debentures to January 2, 2029 being the maturity date of the credit facility.
As at March 1, 2025, the Company adjusted the amortised cost of the debentures to give effect to the amended maturity date of the Company's senior secured credit facility from January 2, 2026 to January 2, 2029. The Company determined this constituted a non-substantial modification of the existing debentures and the amortised cost of the debentures was recalculated by discounting the revised estimated future cash flows at the existing effective interest rate. The impact of the modification was recorded in revaluation gain (loss) in the interim condensed consolidated statements of operations and comprehensive income (loss).
F-12
Mogo Inc.
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
For the three and nine months ended September 30, 2025 and 2024
8. Debentures (Continued from previous page)
The outstanding debenture principal repayment dates, after giving effect to the subordination agreement referenced above, are as follows:
|
|
Principal component of quarterly payment |
|
Principal due on maturity |
|
Total |
2025 |
|
537 |
|
— |
|
537 |
2026 |
|
2,257 |
|
— |
|
2,257 |
2027 |
|
2,441 |
|
— |
|
2,441 |
2028 |
|
2,643 |
|
— |
|
2,643 |
2029 |
|
664 |
|
24,952 |
|
25,616 |
|
|
8,542 |
|
24,952 |
|
33,494 |
The debenture repayments are payable in either cash or Common Shares, at Mogo’s option. The number of Common Shares required to settle the repayments is variable based on the Company's share price at the repayment date.
9. Revenue
The following table is a provides a breakdown of the Company’s total revenues:
|
|
Three months ended |
|
Nine months ended |
||||
|
|
September 30, |
|
September 30, |
|
September 30, |
|
September 30, |
Interest revenue |
|
6,635 |
|
6,996 |
|
19,770 |
|
21,347 |
Wealth revenue |
|
3,648 |
|
2,883 |
|
10,699 |
|
7,763 |
Payments revenue |
|
2,392 |
|
2,267 |
|
7,533 |
|
6,273 |
Other subscription related revenue |
|
4,288 |
|
5,539 |
|
13,224 |
|
17,780 |
Total revenue |
|
16,963 |
|
17,685 |
|
51,226 |
|
53,163 |
F-13
Mogo Inc.
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
For the three and nine months ended September 30, 2025 and 2024
10. Geographic information
Revenue presented below has been based on the geographic location of customers.
|
|
Three months ended |
|
Nine months ended |
||||
|
|
September 30, |
|
September 30, |
|
September 30, |
|
September 30, |
Canada |
|
14,571 |
|
15,530 |
|
43,940 |
|
47,449 |
Europe |
|
2,392 |
|
2,155 |
|
7,286 |
|
5,714 |
Total |
|
16,963 |
|
17,685 |
|
51,226 |
|
53,163 |
Non-current assets presented below has been based on geographic location of the assets. Intangible assets are allocated based on the location of their legal registration.
|
|
As at |
||
|
|
September 30, |
|
December 31, |
Canada |
|
66,110 |
|
70,623 |
Europe |
|
159 |
|
233 |
Other |
|
11 |
|
16 |
Total |
|
66,280 |
|
70,872 |
F-14
Mogo Inc.
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
For the three and nine months ended September 30, 2025 and 2024
11. Expense by nature and function
The following table summarizes the Company’s operating expenses by nature:
|
|
Three months ended |
|
Nine months ended |
||||
|
|
September 30, |
|
September 30, |
|
September 30, |
|
September 30, |
Personnel expense |
|
5,521 |
|
5,145 |
|
16,960 |
|
15,430 |
Depreciation and amortization |
|
1,969 |
|
1,966 |
|
5,952 |
|
6,426 |
Hosting and software licenses |
|
1,288 |
|
1,316 |
|
4,022 |
|
4,187 |
Marketing |
|
1,041 |
|
948 |
|
3,147 |
|
3,113 |
Professional services |
|
847 |
|
676 |
|
2,084 |
|
2,435 |
Stock-based compensation |
|
577 |
|
579 |
|
1,559 |
|
1,724 |
Insurance and licenses |
|
359 |
|
415 |
|
1,167 |
|
1,301 |
Credit verification costs |
|
214 |
|
249 |
|
698 |
|
803 |
Premises |
|
164 |
|
227 |
|
541 |
|
599 |
Others |
|
385 |
|
775 |
|
2,017 |
|
2,865 |
Total |
|
12,365 |
|
12,296 |
|
38,147 |
|
38,883 |
The following table summarizes the Company’s operating expenses by function including stock-based compensation and depreciation and amortization from the interim condensed consolidated statements of operations and comprehensive income (loss):
|
|
Three months ended |
|
Nine months ended |
||||
|
|
September 30, |
|
September 30, |
|
September 30, |
|
September 30, |
Technology and development |
|
4,040 |
|
3,728 |
|
12,326 |
|
11,910 |
Marketing |
|
1,056 |
|
968 |
|
3,282 |
|
3,253 |
Customer service and operations |
|
2,761 |
|
2,970 |
|
8,401 |
|
8,745 |
General and administration |
|
4,508 |
|
4,630 |
|
14,138 |
|
14,975 |
Total |
|
12,365 |
|
12,296 |
|
38,147 |
|
38,883 |
F-15
Mogo Inc.
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
For the three and nine months ended September 30, 2025 and 2024
12. Revaluation loss (gain)
|
|
Three months ended |
|
Nine months ended |
||||
|
|
September 30, |
|
September 30, |
|
September 30, |
|
September 30, |
Change in fair value due to revaluation of derivative financial liabilities |
|
— |
|
(1) |
|
— |
|
(35) |
Realized loss (gain) on investment portfolio and marketable securities |
|
200 |
|
162 |
|
(57) |
|
235 |
Unrealized loss (gain) on investment portfolio and marketable securities |
|
3,049 |
|
5,595 |
|
(477) |
|
13,351 |
Loss (gain) on modification of debentures |
|
5 |
|
29 |
|
(1,362) |
|
(364) |
Realized foreign exchange (gain) loss |
|
(11) |
|
(6) |
|
4 |
|
35 |
Unrealized foreign exchange (gain) loss |
|
(495) |
|
(495) |
|
(1,567) |
|
(725) |
Total |
|
2,748 |
|
5,284 |
|
(3,459) |
|
12,497 |
13. Other non-operating (income) expense
|
|
Three months ended |
|
Nine months ended |
||||
|
|
September 30, |
|
September 30, |
|
September 30, |
|
September 30, |
Restructuring charges |
|
— |
|
— |
|
122 |
|
14 |
Investment related income |
|
(1,000) |
|
— |
|
(4,000) |
|
— |
Other |
|
(18) |
|
(177) |
|
736 |
|
54 |
Total |
|
(1,018) |
|
(177) |
|
(3,142) |
|
68 |
During the nine-months ended September 30, 2025, the Company entered into agreements with WonderFi Technologies Inc. (“WonderFi”), and its related shareholder groups, in exchange for required consents and waivers to amendments to legacy investor rights agreements. During the three and nine-months ended September 30, 2025 the Company recognized $1,000 and $4,000 respectively as Other Income upon satisfaction of these obligations, as the transaction is non-recurring and outside the ordinary course of operations. $1,000 was receivable as at September 30, 2025, which was received after period end.
F-16
Mogo Inc.
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
For the three and nine months ended September 30, 2025 and 2024
14. Fair value of financial instruments
(a) Accounting classifications and fair values
The following table shows the carrying amount and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. During the three and nine months ended September 30, 2025, there have not been any transfers between fair value hierarchy levels.
|
|
|
|
Carrying amount |
|
Fair value |
||||||||||||
September 30, 2025 |
|
Note |
|
FVTPL |
|
Financial asset at |
|
Other financial |
|
Total |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
Financial assets measured at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities |
|
5 |
|
20,829 |
|
— |
|
— |
|
20,829 |
|
20,829 |
|
— |
|
— |
|
20,829 |
Investment portfolio |
|
|
|
7,136 |
|
— |
|
— |
|
7,136 |
|
— |
|
— |
|
7,136 |
|
7,136 |
|
|
|
|
27,965 |
|
— |
|
— |
|
27,965 |
|
|
|
|
|
|
|
|
Financial assets not measured at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalent |
|
|
|
— |
|
14,891 |
|
— |
|
14,891 |
|
14,891 |
|
— |
|
— |
|
14,891 |
Restricted cash |
|
|
|
— |
|
3,242 |
|
— |
|
3,242 |
|
3,242 |
|
— |
|
— |
|
3,242 |
Loans receivable |
|
4 |
|
— |
|
59,819 |
|
— |
|
59,819 |
|
— |
|
|
|
59,819 |
|
59,819 |
Other receivables |
|
|
|
— |
|
5,244 |
|
— |
|
5,244 |
|
— |
|
— |
|
5,244 |
|
5,244 |
|
|
|
|
— |
|
83,196 |
|
— |
|
83,196 |
|
|
|
|
|
|
|
|
Financial liabilities not measured at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable, accruals and other |
|
|
|
— |
|
— |
|
16,433 |
|
16,433 |
|
— |
|
— |
|
16,433 |
|
16,433 |
Credit facility |
|
7 |
|
— |
|
— |
|
50,875 |
|
50,875 |
|
— |
|
50,875 |
|
— |
|
50,875 |
Debentures |
|
8 |
|
— |
|
— |
|
32,529 |
|
32,529 |
|
— |
|
— |
|
35,733 |
|
35,733 |
|
|
|
|
— |
|
— |
|
99,837 |
|
99,837 |
|
|
|
|
|
|
|
|
F-17
Mogo Inc.
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
For the three and nine months ended September 30, 2025 and 2024
14. Fair value of financial instruments (Continued from previous page)
(a) Accounting classifications and fair values (Continued from previous page)
|
|
|
|
Carrying amount |
|
Fair value |
||||||||||||
As at December 31, 2024 |
|
Note |
|
FVTPL |
|
Financial asset at amortized cost |
|
Other financial liabilities |
|
Total |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
Financial assets measured at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities |
|
5 |
|
26,085 |
|
— |
|
— |
|
26,085 |
|
26,085 |
|
— |
|
— |
|
26,085 |
Investment portfolio |
|
|
|
11,991 |
|
— |
|
— |
|
11,991 |
|
— |
|
— |
|
11,991 |
|
11,991 |
|
|
|
|
38,076 |
|
— |
|
— |
|
38,076 |
|
|
|
|
|
|
|
|
Financial assets not measured at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalent |
|
|
|
— |
|
8,530 |
|
— |
|
8,530 |
|
8,530 |
|
— |
|
— |
|
8,530 |
Restricted cash |
|
|
|
— |
|
2,508 |
|
— |
|
2,508 |
|
2,508 |
|
— |
|
— |
|
2,508 |
Loans receivable |
|
4 |
|
— |
|
72,696 |
|
— |
|
72,696 |
|
— |
|
— |
|
72,696 |
|
72,696 |
Other receivables |
|
|
|
— |
|
9,491 |
|
— |
|
9,491 |
|
— |
|
— |
|
9,491 |
|
9,491 |
|
|
|
|
— |
|
93,225 |
|
— |
|
93,225 |
|
|
|
|
|
|
|
|
Financial liabilities not measured at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable, accruals and other |
|
|
|
— |
|
— |
|
22,096 |
|
22,096 |
|
— |
|
— |
|
22,096 |
|
22,096 |
Credit facility |
|
7 |
|
— |
|
— |
|
48,792 |
|
48,792 |
|
— |
|
48,792 |
|
— |
|
48,792 |
Debentures |
|
8 |
|
— |
|
— |
|
35,287 |
|
35,287 |
|
— |
|
— |
|
33,911 |
|
33,911 |
|
|
|
|
— |
|
— |
|
106,175 |
|
106,175 |
|
|
|
|
|
|
|
|
F-18
Mogo Inc.
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
For the three and nine months ended September 30, 2025 and 2024
14. Fair value of financial instruments (Continued from previous page)
(b) Measurement of fair values:
(i) Valuation techniques and significant unobservable inputs
The following tables show the valuation techniques used in measuring Level 3 fair values for financial instruments in the interim condensed consolidated statements of financial position, as well as the significant unobservable inputs used.
Type |
Valuation technique |
Significant unobservable inputs |
Inter-relationship between significant unobservable inputs and fair value |
Investment portfolio: Equities Unlisted |
• Price of recent investments in the investee company
• Implied multiples from recent transactions of the underlying investee companies
• Offers received by investee companies
• Revenue multiples derived from comparable public companies and transactions
• Option pricing model |
• Third-party transactions
• Revenue multiples (2.3-2.7, 2024: 0.6-3.0)
• Balance sheets and last twelve-month revenues for certain of the investee companies
• Equity volatility (50-110%, 2024: 50-130%)
• Time to exit events
• Discount for lack of marketability (5-10%, 2024: 0-20%)
|
• Increases in revenue multiples increases fair value
• Increases in equity volatility can increase or decrease fair value depending on class of shares held in the investee company
• Increases in estimated time to exit event can increase or decrease fair value depending on class of shares held in the investee company
|
|
|
|
|
Partnership interest and others |
• Adjusted net book value
|
• Net asset value per unit
• Change in market pricing of comparable companies of the underlying investments made by the partnership |
• Increases in net asset value per unit or change in market pricing of comparable companies of the underlying investment made by the partnership can increase fair value |
|
|
|
|
Loans receivable non-current |
• Discounted cash flows: Considering expected prepayments and using management’s best estimate of average market interest rates with similar remaining terms. |
• Expected timing and amount of cash flows
• Discount rate |
• Changes to the expected amount and timing of cash flow changes fair value
• Increases to the discount rate can decrease fair value |
F-19
Mogo Inc.
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
For the three and nine months ended September 30, 2025 and 2024
14. Fair value of financial instruments (Continued from previous page)
(b) Measurement of fair values (Continued from previous page):
(i) Valuation techniques and significant unobservable inputs (Continued from previous page)
The following table presents the changes in fair value measurements of the Company’s investment portfolio recognized at fair value at September 30, 2025 and December 31, 2024 and classified as Level 3:
|
|
As at |
||
|
|
September 30, |
|
December 31, |
Balance, beginning of the period |
|
11,991 |
|
11,436 |
Disposal |
|
(715) |
|
(200) |
Transfer to Level 1 marketable securities |
|
(2,600) |
|
— |
Unrealized exchange (loss) gain |
|
(264) |
|
662 |
Realized loss on investment portfolio |
|
— |
|
(120) |
Unrealized (loss) gain on investment portfolio |
|
(1,276) |
|
213 |
Balance, end of the period |
|
7,136 |
|
11,991 |
In Q3 2025, one of the Company’s investments was reclassified from Level 3 to Level 1 following their public listing through a reverse takeover. The investment is now measured using quoted market prices and presented as a marketable security.
The fair value of the Company's current loans receivable, other receivables, and accounts payable, accruals and other approximates its carrying values due to the short-term nature of these instruments. The fair value of the Company's credit facility approximates its carrying amount due to its variable interest rate, which approximates a market interest rate. The fair value of the Company's debentures was determined based on a discounted cash flow analysis using observable market interest rates for instruments with similar terms.
(ii) Sensitivity analysis
For the fair value of equity securities, reasonably possible changes at the reporting date to one of the significant unobservable inputs, holding other inputs constant, would have the following effects.
|
|
|
|
Profit or loss |
||
|
|
|
|
Increase |
|
Decrease |
Investment portfolio: |
|
|
|
|
||
September 30, 2025 |
|
Adjusted market multiple (5% movement) |
|
357 |
|
(357) |
|
|
|
|
|
|
|
December 31, 2024 |
|
Adjusted market multiple (5% movement) |
|
600 |
|
(600) |
F-20
Mogo Inc.
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
For the three and nine months ended September 30, 2025 and 2024
15. Nature and extent of risk arising from financial instruments
Risk management policy
In the normal course of business, the Company is exposed to financial risk that arises from a number of sources. Management’s involvement in operations helps identify risks and variations from expectations. As a part of the overall operation of the Company, Management takes steps to avoid undue concentrations of risk. The Company manages these risks as follows:
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counter‑party to a financial instrument fails to meet its contractual obligations and arises primarily from the Company’s loans receivable. The maximum amount of credit risk exposure is limited to accounts receivable, brokerage firm receivables and the gross carrying amount of the loans receivable disclosed in these interim condensed consolidated financial statements.
The Company acts as a lender of unsecured consumer loans and lines of credit and has little concentration of credit risk with any particular individual, company or other entity, relating to these services. However, the credit risk relates to the possibility of default of payment on the Company’s loans receivable. The Company performs on‑going credit evaluations, monitors aging of the loan portfolio, monitors payment history of individual loans, and maintains an allowance for loan loss to mitigate this risk.
The credit risk decisions on the Company’s loans receivable are made in accordance with the Company’s credit policies and lending practices, which are overseen by the Company’s senior management. Credit quality of the customer is assessed based on a credit rating scorecard and individual credit limits are defined in accordance with this assessment. The consumer loans receivable is unsecured. The Company develops underwriting models based on the historical performance of groups of customer loans which guide its lending decisions. To the extent that such historical data used to develop its underwriting models is not representative or predictive of current loan book performance, the Company could suffer increased loan losses.
The Company cannot guarantee that delinquency and loss levels will correspond with the historical levels experienced and there is a risk that delinquency and loss rates could increase significantly.
Interest rate risk
Changes in market interest rates may have an effect on the cash flows associated with some financial assets and liabilities, known as cash flow risk, and on the fair value of other financial assets or liabilities, known as price risk. The Company is exposed to interest rate risk primarily relating to its credit facility that bear interest at 7% plus SOFR with a 2% SOFR floor. As at September 30, 2025, SOFR is 4.24% (December 31, 2024 – 4.49%). The debentures have fixed rates of interest and are not subject to variability in cash flows due to interest rate risk.
F-21
Mogo Inc.
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
For the three and nine months ended September 30, 2025 and 2024
15. Nature and extent of risk arising from financial instruments (Continued from previous page)
Liquidity risk
The Company’s accounts payable and accruals are substantially due within 12 months. The maturity schedule of the Company’s credit facility and debentures are described below. Management’s intention is to continue to refinance any outstanding amounts owing under the credit facility and debentures, in each case as they become due and payable. The debentures are subordinated to the credit facility which has the effect of extending the maturity date of the debentures to the later of contractual maturity or the maturity date of credit facility. See Note 7 and 8 for further details.
|
|
2025 |
|
2026 |
|
2027 |
|
2028 |
|
2029 |
|
Thereafter |
Commitments - operational |
|
|
|
|
|
|
|
|
|
|
|
|
Lease payments |
|
416 |
|
1,009 |
|
588 |
|
— |
|
— |
|
— |
Accounts payable |
|
3,419 |
|
— |
|
— |
|
— |
|
— |
|
— |
Accruals and other |
|
14,291 |
|
— |
|
— |
|
— |
|
— |
|
— |
Other purchase obligations |
|
137 |
|
584 |
|
642 |
|
221 |
|
— |
|
— |
Interest – Credit facility (Note 7) |
|
1,439 |
|
5,757 |
|
5,757 |
|
5,757 |
|
32 |
|
— |
Interest – Debentures (Note 8)(1) |
|
680 |
|
2,610 |
|
2,421 |
|
2,214 |
|
519 |
|
— |
|
|
20,382 |
|
9,960 |
|
9,408 |
|
8,192 |
|
551 |
|
— |
Commitments – principal repayments |
|
|
|
|
|
|
|
|
|
|
|
|
Credit facility (Note 7) |
|
— |
|
— |
|
— |
|
— |
|
50,875 |
|
— |
Debentures (Note 8) (1) |
|
537 |
|
2,257 |
|
2,441 |
|
2,643 |
|
25,616 |
|
— |
|
|
537 |
|
2,257 |
|
2,441 |
|
2,643 |
|
76,491 |
|
— |
Total contractual obligations |
|
20,919 |
|
12,217 |
|
11,849 |
|
10,835 |
|
77,042 |
|
— |
(1)The debenture repayments are payable in either cash or Common Shares at Mogo’s option. The number of Common Shares required to settle the repayments is variable based on the Company's share price at the repayment date.
F-22
Mogo Inc.
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
For the three and nine months ended September 30, 2025 and 2024
16. Equity
The Company’s authorized share capital is comprised of an unlimited number of Common Shares with no par value and an unlimited number of preferred shares issuable in one or more series. The Board is authorized to determine the rights and privileges and number of shares of each series of preferred shares.
As at September 30, 2025, there were 23,968,550 (December 31, 2024 – 24,472,377) Common Shares and no preferred shares issued and outstanding.
For the nine months ended September 30, 2025, the Company repurchased 523,091 Common Shares for cancellation under the share repurchase program at an average price of CAD $2.02 per share, for a total repurchase cost of $1,058.
The treasury share reserve comprises the cost of the shares held by the Company. As at September 30, 2025, the Company held 190,706 Common Shares in reserve (December 31, 2024 – 190,706).
The Company has a stock option plan (the “Plan”) that provides for the granting of options to directors, officers, employees and consultants. The exercise price of an option is set at the time that such option is granted under the Plan. The maximum number of Common Shares reserved for issuance under the Plan is the greater of i) 15% of the number of Common Shares issued and outstanding, and ii) 1,266,667.
Each option entitles the holder to receive one Common Share upon exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither right to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of expiry. Options issued under the Plan have a maximum contractual term of eight years and options issued under the Prior Plan have a maximum contractual term of ten years.
F-23
Mogo Inc.
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
For the three and nine months ended September 30, 2025 and 2024
16. Equity (Continued from previous page)
A summary of the status of the stock options and changes in the period is as follows:
|
|
Options outstanding (000s) |
|
Weighted average grant date fair value $ |
|
Weighted average exercise price $ |
|
Options exercisable (000s) |
|
Weighted average exercise price $ |
Balance, December 31, 2023 |
|
3,498 |
|
— |
|
5.56 |
|
1,499 |
|
8.18 |
Options issued |
|
270 |
|
1.67 |
|
2.15 |
|
— |
|
— |
Exercised |
|
(2) |
|
8.83 |
|
2.12 |
|
— |
|
— |
Forfeited |
|
(1,006) |
|
8.26 |
|
7.05 |
|
— |
|
— |
Balance, December 31, 2024 |
|
2,760 |
|
— |
|
2.69 |
|
1,543 |
|
3.06 |
Options issued |
|
814 |
|
1.35 |
|
1.89 |
|
— |
|
— |
Exercised |
|
(19) |
|
4.51 |
|
1.86 |
|
— |
|
— |
Forfeited |
|
(36) |
|
4.21 |
|
1.86 |
|
— |
|
— |
Balance, September 30, 2025 |
|
3,519 |
|
— |
|
2.71 |
|
2,123 |
|
2.95 |
The above noted options have expiry dates ranging from October 2025 to September 2033.
With the exception of performance-based stock options, the fair value of each option granted was estimated using the Black-Scholes option pricing model with the following assumptions:
|
|
Nine months ended |
||
|
|
September 30, |
|
September 30, |
Risk-free interest rate |
|
2.73-2.90% |
|
2.73-3.51% |
Expected life |
|
5 years |
|
5 years |
Expected volatility in market price of shares |
|
90%-92% |
|
91% |
Expected dividend yield |
|
0% |
|
0% |
Expected forfeiture rate |
|
0% - 15% |
|
0% - 15% |
These options generally vest monthly over a four-year period after an initial one-year cliff.
Volatility of the above options is based on the Company's market share price over the last 5 years.
Total stock-based compensation costs related to options for the three months ended September 30, 2025 was $577 (September 30, 2024 – $579).
F-24
Mogo Inc.
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
For the three and nine months ended September 30, 2025 and 2024
16. Equity (Continued from previous page)
(d) Warrants
|
|
Warrants outstanding (000s) |
|
Weighted average exercise price $ |
|
Warrants exercisable (000s) |
|
Weighted average exercise price $ |
Balance, December 31, 2023 |
|
358 |
|
20.53 |
|
280 |
|
25.46 |
Warrants issued |
|
500 |
|
2.15 |
|
— |
|
— |
Warrants exercised |
|
— |
|
— |
|
— |
|
— |
Warrants expired |
|
(89) |
|
51.15 |
|
(89) |
|
6.09 |
Balance, December 31, 2024 |
|
769 |
|
5.02 |
|
402 |
|
25.46 |
Warrants issued |
|
— |
|
— |
|
— |
|
— |
Warrants exercised |
|
— |
|
— |
|
— |
|
— |
Warrants expired |
|
— |
|
— |
|
— |
|
— |
Balance, September 30, 2025 |
|
769 |
|
5.02 |
|
769 |
|
5.02 |
The 768,630 warrants outstanding noted above have expiry dates ranging from September 2026 to August 2027 and do not include the stock warrants accounted for as a derivative financial liability.
The derivative financial liabilities are comprised of 1,018,519 USD stock warrants with an expiry date of June 2026 and a weighted average exercise price of $17.88. The stock warrants are classified as a liability under IFRS by the sole virtue of their exercise price being denominated in USD. As such, the warrants are subject to revaluation under the Black Scholes model at each reporting date, with gains and losses recognized to the interim condensed consolidated statements of operations and comprehensive income (loss). The balance for the current period is $nil (December 2024 - $nil).
F-25
Mogo Inc.
Notes to the Interim Condensed Consolidated Financial Statements
(Unaudited)
(Expressed in thousands of Canadian dollars, except per share amounts)
For the three and nine months ended September 30, 2025 and 2024
17. Related party transactions
Related party transactions during the three and nine months ended September 30, 2025 include transactions with debenture holders that incur interest. The related party debentures balance as at September 30, 2025, totaled $129 (December 31, 2024 – $136). The debentures bear annual coupon interest of 8.0% (December 31, 2024 – 8.0%) with interest expense for the three and nine months ended September 30, 2025, totaling $3 and $8 respectively (September 30, 2024 – $3 and $11, respectively). The related parties involved in such transactions include shareholders, officers, directors, and management, close members of their families, or entities which are directly or indirectly controlled by close members of their families. The debentures are ongoing contractual obligations that are used to fund our corporate and operational activities.
F-26
|
|
Management’s Discussion and Analysis |
Exhibit 99.2
MOGO INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE QUARTER ENDED SEPTEMBER 30, 2025
DATED: November 7, 2025
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Management’s Discussion and Analysis |
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Management’s Discussion and Analysis |
MANAGEMENT’S DISCUSSION AND ANALYSIS
This Management’s Discussion and Analysis (“MD&A”) is current as of November 7, 2025, and presents an analysis of the financial condition of Mogo Inc. and its subsidiaries (collectively referred to as “Mogo” or the “Company”) as at and for the three and nine months ended September 30, 2025 compared with the corresponding periods in the prior year. This MD&A should be read in conjunction with the Company’s interim condensed consolidated financial statements and the related notes thereto for the three and nine months ended September 30, 2025. The financial information presented in this MD&A is derived from our interim condensed consolidated financial statements prepared in accordance with International Accounting Standard 34 Interim Financial Reporting as issued by the International Accounting Standards Board. The Company was continued under the Business Corporations Act (British Columbia) on June 21, 2019, in connection with the business combination with Mogo Finance Technology Inc. (“Mogo Finance”). The transaction was accounted for as a business combination, with Mogo Finance as the accounting acquirer. Accordingly, the consolidated financial statements and this MD&A reflect the continuing financial statements of Mogo Finance.
This MD&A is the responsibility of management. The board of directors of Mogo (the “Board”) has approved this MD&A after receiving the recommendation of the Company’s Audit Committee, which is comprised exclusively of independent directors, and the Company’s Disclosure Committee.
Unless otherwise noted or the context indicates otherwise “we”, “us”, “our”, the “Company” or “Mogo” refer to Mogo Inc. and its direct and indirect subsidiaries. The Company presents its consolidated financial statements in Canadian dollars. Amounts in this MD&A are stated in Canadian dollars unless otherwise indicated.
This MD&A may refer to trademarks, trade names and material which are subject to copyright, which are protected under applicable intellectual property laws and are the property of Mogo. Solely for convenience, our trademarks, trade names and copyrighted material referred to in this MD&A may appear without the ® or © symbol, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks, trade names and copyrights. All other trade‑marks used in this MD&A are the property of their respective owners.
The Company’s continuous disclosure materials, including interim filings, audited annual consolidated financial statements, annual information form and annual report on Form 20-F can be found on SEDAR+ at www.sedarplus.com, with the Company’s filings with the United States Securities and Exchange Commission at www.sec.gov, and on the Company’s website at www.mogo.ca.
This MD&A makes reference to certain non‑IFRS financial measures. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. These measures are provided as additional information to complement the IFRS financial measures contained herein by providing further metrics to understand the Company’s results of operations from management’s perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. We use non‑IFRS financial measures, including adjusted revenue, adjusted EBITDA, adjusted net income (loss) and cash provided by (used in) operating activities before investment in gross loans receivable, to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS financial measures. We also use non‑IFRS financial measures in order to facilitate operating performance comparisons from period to period, prepare annual operating budgets and assess our ability to meet our capital expenditure and working capital requirements. See “Key Performance Indicators” and “Non‑IFRS Financial Measures”.
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Management’s Discussion and Analysis |
Caution Regarding Forward-Looking Statements
This MD&A contains forward‑looking statements that relate to the Company’s current expectations and views of future events. In some cases, these forward‑looking statements can be identified by words or phrases such as “outlook”, “may”, “might”, “will”, “expect”, “anticipate”, “estimate”, “intend”, “plan”, “indicate”, “seek”, “believe”, “predict” or “likely”, or the negative of these terms, or other similar expressions intended to identify forward‑looking statements. The Company has based these forward‑looking statements on its current expectations and projections about future events and financial trends that it believes might affect its financial condition, results of operations, business strategy and financial needs. These forward‑looking statements include, among other things, statements relating to the Company’s expectations (including our financial outlook) regarding its revenue, expenses and operations, key performance indicators, provision for loan losses (net of recoveries), anticipated cash needs and its need for additional financing, completion of announced transactions, funding costs, ability to extend or refinance any outstanding amounts under the Company’s credit facility, ability to protect, maintain and enforce its intellectual property, plans for and timing of expansion of its product and services, future growth plans, ability to attract new members and develop and maintain existing customers, ability to attract and retain personnel, expectations with respect to advancement of its product offering, competitive position and the regulatory environment in which the Company operates, anticipated trends and challenges in the Company’s business and the markets in which it operates, third‑party claims of infringement or violation of, or other conflicts with, intellectual property rights, the resolution of any legal matters, and the acceptance by the Company’s consumers and the marketplace of new technologies and solutions.
Forward-looking statements, including our financial outlook, are based on certain assumptions and analyses made by the Company in light of the experience and perception of historical trends, current conditions and expected future developments and other factors it believes are appropriate and are subject to risks and uncertainties. Although we believe that the assumptions underlying these statements are reasonable, they may prove to be incorrect, and we cannot assure that actual results will be consistent with these forward-looking statements. Our financial outlook is intended to provide further insight into our expectations for results in 2025 and may not be appropriate for other purposes. This outlook involves numerous assumptions, particularly around member growth and take up of products and services, and we believe it is prepared on a reasonable basis reflecting management’s best estimates and judgements. However, given the inherent risks, uncertainties and assumptions, any investors or other users of this document should not place undue reliance on these forward-looking statements.
Whether actual results, performance or achievements will conform to the Company’s expectations and predictions is subject to a number of known and unknown risks, uncertainties, assumptions and other factors that are discussed in greater detail in the “Risk Factors” section of the Company’s current annual information form available at www.sedarplus.com and at www.sec.gov, which risk factors are incorporated herein by reference.
The forward-looking statements made in this MD&A relate only to events or information as of the date of this MD&A and are expressly qualified in their entirety by this cautionary statement. Except as required by law, we do not assume any obligation to update or revise any of these forward-looking statements to reflect events or circumstances after the date of this MD&A, including the occurrence of unanticipated events. An investor should read this MD&A with the understanding that our actual future results may be materially different from what we expect.
[The rest of this page left intentionally blank]
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Management’s Discussion and Analysis |
Company Overview
Mogo Inc. is a financial technology company with three distinct business lines: wealth, lending, and payments; and a capital strategy anchored by Bitcoin. Our mission is to provide consumers with innovative financial solutions that drive long-term financial health and success. We operate with a differentiated approach in each business, leveraging technology, behavioral science, and financial tools to create unique value propositions in our respective markets. Our wealth and lending businesses are focused on the Canadian market, where we are the only subprime consumer lender that also offers a holistic wealth and investing solution. This unique integration is designed to help consumers transition from borrowing and debt to long-term wealth building. Separately, our payments business is operated through Carta Worldwide ("Carta"), a wholly owned subsidiary, that provides modern card issuing and processing solutions, primarily in Europe.
The following key corporate changes, transactions and material contracts are referred to, and assist in understanding this MD&A:
Business Developments
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Management’s Discussion and Analysis |
Wealth revenue includes Mogo’s Intelligent Investing suite of products, including Moka and the Mogo trading app, while Payments revenue consists of the transactional processing revenue of Carta Worldwide. The introduction of this additional disclosure reflects the increasing scale of Mogo’s wealth and payments businesses, and management’s expectation that they will be key drivers of future revenue growth.
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Management’s Discussion and Analysis |
Financial Highlights
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Management’s Discussion and Analysis |
Financial Outlook
The outlook that follows constitutes forward-looking information within the meaning of applicable securities laws, and is based on a number of assumptions and subject to a number of risks. Actual results could vary materially as a result of numerous factors, including certain risk factors, many of which are beyond Mogo’s control. Please refer to page 4 for more information on forward-looking statements.
Mogo reiterated its revenue guidance for fiscal 2025 as outlined with its year-end financial results while increasing its full-year 2025 Adjusted EBITDA(1) guidance. Key elements of this include the following:
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Management’s Discussion and Analysis |
Financial Performance Review
The following provides insight on the Company’s financial performance by illustrating and providing commentary on its key performance indicators and operating results.
Key Performance Indicators
The key performance indicators that we use to manage our business and evaluate our financial results and operating performance consist of: Mogo members, revenue, subscription and services revenue, net (loss) income, net cash used in operating activities, adjusted revenue(1), adjusted EBITDA(1), adjusted net income (loss)(1) and cash provided by operating activities before investment in gross loans receivable(1). We evaluate our performance by comparing our actual results to prior period results.
The tables below provide a summary of key performance indicators for the applicable reported periods:
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As at |
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September 30, |
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September 30, |
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Change % |
Key Business Metrics |
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Mogo Members (000s) |
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2,292 |
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2,168 |
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6% |
($000s, except percentages) |
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Three months ended |
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Nine months ended |
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September 30, |
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September 30, |
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Change % |
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September 30, |
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September 30, |
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Change % |
IFRS Measures |
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Revenue |
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$16,963 |
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$17,685 |
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(4)% |
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$51,226 |
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$53,163 |
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(4)% |
Subscription and services revenue |
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10,328 |
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10,689 |
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(3)% |
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31,456 |
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31,816 |
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(1)% |
Wealth revenue |
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3,648 |
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2,883 |
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27% |
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10,699 |
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7,763 |
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38% |
Payments revenue |
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2,392 |
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2,267 |
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6% |
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7,533 |
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6,273 |
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20% |
Net loss |
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(4,509) |
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(8,112) |
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(44)% |
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(2,873) |
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(24,073) |
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(88)% |
Net cash (used in) provided by operating activities |
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(3,037) |
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1,530 |
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n/a |
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(1,544) |
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(1,809) |
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(15)% |
Other Key Performance Indicators(1) |
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Adjusted revenue |
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16,963 |
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16,690 |
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2% |
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50,633 |
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49,448 |
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2% |
Adjusted EBITDA |
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1,968 |
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2,147 |
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(8)% |
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4,950 |
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4,566 |
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8% |
Adjusted net loss |
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(3,381) |
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(6,297) |
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(46)% |
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(1,724) |
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(17,201) |
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(90)% |
Cash provided by operations before investment in gross loans receivable |
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3,631 |
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4,830 |
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(25)% |
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13,575 |
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10,421 |
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30% |
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Management’s Discussion and Analysis |
Mogo members(1)
Our total member base grew to 2,292,000 members as at September 30, 2025, from 2,168,000 members as at September 30, 2024, representing an increase of approximately 6% or 124,000 net members. From Q2 2025, net members increased by 38,000 in Q3 2025. The growth in our member base reflects the continued adoption of our products by new members.
Revenue
Three months ended Q3 2025 vs Q3 2024
Total revenue decreased to $17.0 million for the three months ended September 30, 2025 compared to $17.7 million in the same period last year reflecting the Company's exit of the legacy institutional brokerage business as previously announced. This was offset by growth in the Company's wealth and payments revenue.
Nine months ended Q3 2025 vs Q3 2024
Total revenue decreased to $51.2 million for the nine months ended September 30, 2025 compared to $53.2 million in the same period last year. This decrease is attributable to the same reasons noted above.
Subscription and services revenue
Three months ended Q3 2025 vs Q3 2024
Subscription and services revenue decreased to $10.3 million for the three months ended September 30, 2025 compared to $10.7 million in the same period last year. Wealth revenue increased to $3.6 million, representing a 27% or $0.8 million increase from $2.9 million in the same period last year. Additionally, the Company's payments revenue increased to $2.4 million representing a 6% or $0.1 million increase from $2.3 million in the same period last year. These increases were offset by a decrease in other subscription related revenue primarily as a result of the Company existing the legacy institutional brokerage business in the quarter.
Nine months ended Q3 2025 vs Q3 2024
Subscription and services revenue decreased to $31.5 million for the nine months ended September 30, 2025 compared to $31.8 million in the same period last year. Wealth revenue increased to $10.7 million representing a 38% or $2.9 million increase from $7.8 million in the same period last year. The Company's payments revenue increased to $7.5 million representing a 20% or $1.3 million increase from $6.3 million in the same period last year. These increases were offset by a decrease in other subscription related revenue primarily as a result of the Company existing the legacy institutional brokerage business in the quarter.
Net loss
Three months ended Q3 2025 vs Q3 2024
Net loss was $4.5 million for three months ended September 30, 2025, which is a decrease compared to net loss of $8.1 million in the same period last year. The decrease in net loss is primarily due to the $3.0 million revaluation loss on investment portfolio and marketable securities in the quarter compared to a $5.6 million loss in the same period in the prior year and other income related to agreements entered with WonderFi and its related shareholder groups to amend investor rights agreements (“IRAs”).
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Management’s Discussion and Analysis |
Nine months ended Q3 2025 vs Q3 2024
Net loss was $2.9 million for the nine months ended September 30, 2025, which is a decrease in net loss of $21.2 million compared to net loss of $24.1 million in the same period last year. This is primarily due to the same reason noted above.
Net cash (used in) provided by operating activities
Three months ended Q3 2025 vs Q3 2024
Net cash used in operating activities was ($3.0) million for the three months ended September 30, 2025, which is a change of $4.6 million compared to cash provided by operating activities of $1.5 million in the same period last year. This change was primarily due to an increase in the net issuance of loan receivable.
Nine months ended Q3 2025 vs Q3 2024
Net cash used in operating activities was ($1.5) million for the nine months ended September 30, 2025, which is an improvement of $0.3 million compared to net cash used in operating activities of ($1.8) million in the same period last year. The change was primarily due to an increase in the net issuance of loan receivable offset by a cash inflow related to the IRA amendments as previously discussed.
Adjusted revenue(1)
Three months ended Q3 2025 vs Q3 2024
Adjusted revenue was $17.0 million for the three months ended September 30, 2025, an increase of $0.3 million compared to $16.7 million in the same period last year. This increase was primarily due to increases in the Company's wealth and payments revenue as noted above in subscription and services revenue.
Nine months ended Q3 2025 vs Q3 2024
Adjusted revenue was $50.6 million for the nine months ended September 30, 2025, an increase of $1.2 million compared to $49.4 million in the same period last year. This increase was primarily due to the same reasons noted above.
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Management’s Discussion and Analysis |
Adjusted EBITDA(1)
Three months ended Q3 2025 vs Q3 2024
Adjusted EBITDA was $2.0 million for the three months ended September 30, 2025, a decrease of $0.1 million compared with an adjusted EBITDA of $2.1 million in the same period last year. Adjusted EBITDA has decreased in the current period due to continued investments made to the Company's wealth products.
Nine months ended Q3 2025 vs Q3 2024
Adjusted EBITDA was $5.0 million for the nine months ended September 30, 2025, an increase of $0.4 million compared with an adjusted EBITDA of $4.6 million in the same period last year. This is due primarily to increases in wealth and payments revenues offset by investments made to the Company's wealth products.
Adjusted net loss(1)
Three months ended Q3 2025 vs Q3 2024
Adjusted net loss was $3.4 million for the three months ended September 30, 2025, an improvement of $2.9 million compared with an adjusted net loss of $6.3 million in the same period last year. This change is due primarily to the $3.0 million revaluation loss on investment portfolio and marketable securities in the quarter compared to a $5.6 million loss in the same period in the prior year.
Nine months ended Q3 2025 vs Q3 2024
Adjusted net loss was $1.7 million for the nine months ended September 30, 2025, which is an improvement of $15.5 million compared with an adjusted net loss of $17.2 million in the same period last year. This is due primarily to the $0.5 million revaluation gain on investment portfolio and marketable securities in the current period compared to a $13.6 million loss in the same period in the prior year.
Cash provided by operating activities before investment in gross loans receivable(1)
Three months ended Q3 2025 vs Q3 2024
Cash provided by operating activities before investment in gross loans receivable was $3.6 million for the three months ended September 30, 2025, which is a $1.2 million decrease compared to $4.8 million in the same period last year. The change was primarily due to changes in working capital management.
Nine months ended Q3 2025 vs Q3 2024
Cash provided by operating activities before investment in gross loans receivable was $13.6 million for the nine months ended September 30, 2025, which is a $3.2 million improvement compared to $10.4 million in the same period last year. The change was primarily due to a cash inflow related to the IRA amendments as previously discussed.
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Management’s Discussion and Analysis |
Non-IFRS Financial Measures
This MD&A makes reference to certain non-IFRS financial measures. Adjusted revenue, adjusted EBITDA, adjusted net income (loss) and cash provided by operating activities before investment in gross loans receivable are non-IFRS financial measures. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of the Company’s results of operations from management’s perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS.
We use non‑IFRS financial measures to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS financial measures. We believe that securities analysts, investors and other interested parties frequently use non‑IFRS financial measures in the evaluation of issuers.
Our management also uses non‑IFRS financial measures in order to facilitate operating performance comparisons from period to period, prepare annual operating budgets and assess our ability to meet our capital expenditure and working capital requirements. These non-IFRS financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for an analysis of our results under IFRS. There are a number of limitations related to the use of non‑IFRS financial measures versus their nearest IFRS equivalents. Investors are encouraged to review our financial statements and disclosures in their entirety and are cautioned not to put undue reliance on any non‑IFRS financial measure and view it in conjunction with the most comparable IFRS financial measures. In evaluating these non‑IFRS financial measures, readers should be aware that in the future we will continue to incur expenses similar to those adjusted in these non-IFRS financial measures.
Adjusted revenue
Adjusted revenue is a non-IFRS financial measure that we calculate as total revenue less revenue from the legacy institutional brokerage business which we exited in Q1 2025. Adjusted revenue is a measure used by management and the Board to understand and evaluate trends within our core continuing lines of business. The following table presents a reconciliation of adjusted revenue to total revenue, the most comparable IFRS financial measure, for each of the periods indicated:
($000s) |
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Three months ended |
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Nine months ended |
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September 30, |
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September 30, |
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September 30, |
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September 30, |
Total revenue |
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$16,963 |
|
$17,685 |
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$51,226 |
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$53,163 |
Less: legacy institutional brokerage business revenue |
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— |
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(995) |
|
(593) |
|
(3,715) |
Adjusted revenue |
|
16,963 |
|
16,690 |
|
50,633 |
|
49,448 |
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Management’s Discussion and Analysis |
Adjusted EBITDA
Adjusted EBITDA is a non-IFRS financial measure that we calculate as net (loss) income before tax excluding depreciation and amortization, stock-based compensation, credit facility interest expense, debenture and other financing expense, accretion related to debentures, revaluation (gain) loss, and other non-operating income (expense). Adjusted EBITDA is a measure used by management and the Board to understand and evaluate our core operating performance and trends.
The following table presents a reconciliation of adjusted EBITDA to net income (loss) income before tax, the most comparable IFRS financial measure, for each of the periods indicated:
($000s) |
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Three months ended |
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Nine months ended |
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September 30, |
|
September 30, |
|
September 30, |
|
September 30, |
Net loss before tax |
|
$(4,608) |
|
$(8,192) |
|
$(3,111) |
|
$(24,330) |
Credit facility interest expense |
|
1,450 |
|
1,726 |
|
4,286 |
|
5,114 |
Debenture and other financing expense |
|
717 |
|
791 |
|
2,444 |
|
2,550 |
Accretion related to debentures |
|
133 |
|
170 |
|
421 |
|
517 |
Stock-based compensation |
|
577 |
|
579 |
|
1,559 |
|
1,724 |
Depreciation and amortization |
|
1,969 |
|
1,966 |
|
5,952 |
|
6,426 |
Revaluation loss (gain) |
|
2,748 |
|
5,284 |
|
(3,459) |
|
12,497 |
Other non-operating (income) expense |
|
(1,018) |
|
(177) |
|
(3,142) |
|
68 |
Adjusted EBITDA |
|
1,968 |
|
2,147 |
|
4,950 |
|
4,566 |
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Management’s Discussion and Analysis |
Adjusted net loss
Adjusted net loss is a non-IFRS financial measure that we calculate as net income (loss) before tax excluding stock-based compensation, depreciation and amortization, revaluation (gain) loss excluding those on marketable securities and investment portfolio, and other non-operating income (expense). This measure differs from adjusted EBITDA in that adjusted net income (loss) includes credit facility interest expense, debenture and other financing expense, and thus comprises more elements of the Company’s overall net profit or loss. Adjusted net income (loss) is a measure used by management and the Board to evaluate the Company’s core financial performance.
Adjusted net loss has been redefined in the year to include revaluation (gain) loss on marketable securities and investment portfolio, which were previously excluded from this non-IFRS measure. This change reflects a refinement in our approach to presenting adjusted net income (loss), aligned with the evolution of our business strategy. A key component of our capital strategy is the integration of crypto assets and other strategic investments into our core business model, as we continue to diversify and enhance shareholder value through both operating performance and investment returns.
As our investment activities become increasingly embedded in our business operations, the historical exclusion of gains and losses on these investments from adjusted net loss is no longer considered reflective of how management evaluates overall business performance. Management believes that including these gains and losses provides a more comprehensive and transparent view of the Company’s consolidated financial results, consistent with how we internally assess performance and communicate our strategic direction to stakeholders.
Prior period comparatives have been restated to reflect this change in definition.
The following table presents a reconciliation of adjusted net income (loss) to net income (loss) before tax, the most comparable IFRS financial measure, for each of the periods indicated:
($000s) |
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Three months ended |
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Nine months ended |
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September 30, |
|
September 30, |
|
September 30, |
|
September 30, |
Net loss before tax |
|
$(4,608) |
|
$(8,192) |
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$(3,111) |
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$(24,330) |
Add back: |
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|
|
|
|
|
|
|
Stock-based compensation |
|
577 |
|
579 |
|
1,559 |
|
1,724 |
Depreciation and amortization |
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1,969 |
|
1,966 |
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5,952 |
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6,426 |
Revaluation loss (gain) |
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2,748 |
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5,284 |
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(3,459) |
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12,497 |
Other non-operating (income) expense |
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(1,018) |
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(177) |
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(3,142) |
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68 |
Less: Revaluation loss (gain) related to marketable securities and investments |
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3,049 |
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5,757 |
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(477) |
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13,586 |
Adjusted net loss |
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(3,381) |
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(6,297) |
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(1,724) |
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(17,201) |
15 | Page
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Management’s Discussion and Analysis |
Cash provided by operating activities before investment in gross loans receivable
Cash provided by operating activities before investment in gross loans receivable is a non-IFRS financial measure that we calculate as cash used in operating activities, less net issuance of loans receivables. The Company requires net cash outflows in order to grow its gross loans receivable, which in turn generates future growth in interest revenue. These net cash outflows are presented within the operating activities section of the consolidated statement of cash flows, whereas the economic benefits are realized over the longer term. Consequently, we consider cash provided by operating activities before investment in gross loans receivable to be a useful measure in understanding the cash flow trends inherent to our existing scale of operations, by separating out the portion of cash flows related to investment in portfolio growth.
The following table presents a reconciliation of cash provided by operating activities before investment in gross loans receivable, the most comparable IFRS financial measure, for each of the periods indicated:
($000s) |
|
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|
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|||
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|
Three months ended |
|
Nine months ended |
||||
|
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September 30, |
|
September 30, |
|
September 30, |
|
September 30, |
Net cash (used in) provided by operating activities |
|
$(3,037) |
|
$1,530 |
|
$(1,544) |
|
$(1,809) |
Net issuance of loans receivable |
|
(6,668) |
|
(3,300) |
|
(15,119) |
|
(12,230) |
Cash provided by operations before investment in gross loans receivable |
|
3,631 |
|
4,830 |
|
13,575 |
|
10,421 |
Mogo members
Mogo members is not a financial measure. Mogo members refers to the number of individuals who have signed up for one or more of our products and services including: MogoMoney, MogoTrade, Moka services, our premium account subscription offerings, unique content, or events. People cease to be Mogo members if they do not use any of our products or services for 12 months and have a deactivated account. Reported Mogo members may overstate the number of unique individuals who actively use our products and services within a 12-month period, as one individual may register for multiple accounts whether inadvertently or in a fraudulent attempt. Customers are Mogo members who have accessed one of our revenue generating products, including MogoMoney, MogoTrade, Moka services and our premium account subscription offerings. Management believes that the size of our Mogo member base is one of the key drivers of the Company’s future performance. Our goal is to continue to grow and monetize our member base as we build our digital financial platform, launch new products and strive to build the largest digital financial brand in Canada.
16 | Page
|
|
Management’s Discussion and Analysis |
Results of Operations
The following table sets forth a summary of our results of operations for the three and nine months ended September 30, 2025:
($000s, except per share amounts) |
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
Nine months ended |
||||
|
|
September 30, |
|
September 30, |
|
September 30, |
|
September 30, |
Total revenue |
|
$16,963 |
|
$17,685 |
|
$51,226 |
|
$53,163 |
Cost of revenue |
|
5,176 |
|
5,787 |
|
15,640 |
|
17,864 |
Gross profit |
|
11,787 |
|
11,898 |
|
35,586 |
|
35,299 |
Technology and development |
|
2,706 |
|
2,367 |
|
8,266 |
|
7,937 |
Marketing |
|
1,040 |
|
982 |
|
3,236 |
|
3,223 |
Customer service and operations |
|
2,664 |
|
2,867 |
|
8,102 |
|
8,355 |
General and administration |
|
3,409 |
|
3,535 |
|
11,032 |
|
11,218 |
Stock-based compensation |
|
577 |
|
579 |
|
1,559 |
|
1,724 |
Depreciation and amortization |
|
1,969 |
|
1,966 |
|
5,952 |
|
6,426 |
Total operating expenses |
|
12,365 |
|
12,296 |
|
38,147 |
|
38,883 |
Loss from operations |
|
(578) |
|
(398) |
|
(2,561) |
|
(3,584) |
Credit facility interest expense |
|
1,450 |
|
1,726 |
|
4,286 |
|
5,114 |
Debenture and other financing expense |
|
717 |
|
791 |
|
2,444 |
|
2,550 |
Accretion related to debentures |
|
133 |
|
170 |
|
421 |
|
517 |
Revaluation loss (gain) |
|
2,748 |
|
5,284 |
|
(3,459) |
|
12,497 |
Other non-operating (income) expense |
|
(1,018) |
|
(177) |
|
(3,142) |
|
68 |
|
|
4,030 |
|
7,794 |
|
550 |
|
20,746 |
Net loss before tax |
|
(4,608) |
|
(8,192) |
|
(3,111) |
|
(24,330) |
Income tax recovery |
|
(99) |
|
(80) |
|
(238) |
|
(257) |
Net loss |
|
(4,509) |
|
(8,112) |
|
(2,873) |
|
(24,073) |
Other comprehensive loss: |
|
|
|
|
|
|
|
|
Foreign currency translation reserve loss |
|
(234) |
|
(549) |
|
(1,422) |
|
(673) |
Other comprehensive loss |
|
(234) |
|
(549) |
|
(1,422) |
|
(673) |
Total comprehensive loss |
|
(4,743) |
|
(8,661) |
|
(4,295) |
|
(24,746) |
|
|
|
|
|
|
|
|
|
Adjusted EBITDA(1) |
|
1,968 |
|
2,147 |
|
4,950 |
|
4,566 |
Adjusted net loss(1) |
|
(3,381) |
|
(6,297) |
|
(1,724) |
|
(17,201) |
Basic income (loss) per share |
|
(0.19) |
|
(0.33) |
|
(0.12) |
|
(0.99) |
Diluted income (loss) per share |
|
(0.19) |
|
(0.33) |
|
(0.12) |
|
(0.99) |
17 | Page
|
|
Management’s Discussion and Analysis |
Key Income Statement Components
Total revenue
The following table summarizes total revenue for the three and nine months ended September 30, 2025:
($000s, except percentages) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
Nine months ended |
|
|
||||
|
|
September 30, |
|
September 30, |
|
Change % |
|
September 30, |
|
September 30, |
|
Change % |
Subscription and services revenue |
|
$10,328 |
|
$10,689 |
|
(3)% |
|
$31,456 |
|
$31,816 |
|
(1)% |
Interest revenue |
|
6,635 |
|
6,996 |
|
(5)% |
|
19,770 |
|
21,347 |
|
(7)% |
Total revenue |
|
16,963 |
|
17,685 |
|
(4)% |
|
51,226 |
|
53,163 |
|
(4)% |
($000s, except percentages) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
Nine months ended |
|
|
||||
|
|
September 30, |
|
September 30, |
|
Change % |
|
September 30, |
|
September 30, |
|
Change % |
Subscription and services revenue |
|
|
|
|
|
|
|
|
|
|
|
|
Wealth revenue |
|
$3,648 |
|
$2,883 |
|
27% |
|
$10,699 |
|
$7,763 |
|
38% |
Payments revenue |
|
2,392 |
|
2,267 |
|
6% |
|
7,533 |
|
6,273 |
|
20% |
Other subscription related revenue |
|
4,288 |
|
5,539 |
|
(23)% |
|
13,224 |
|
17,780 |
|
(26)% |
Total subscription and services revenue |
|
10,328 |
|
10,689 |
|
(3)% |
|
31,456 |
|
31,816 |
|
(1)% |
Interest revenue |
|
6,635 |
|
6,996 |
|
(5)% |
|
19,770 |
|
21,347 |
|
(7)% |
Total revenue |
|
16,963 |
|
17,685 |
|
(4)% |
|
51,226 |
|
53,163 |
|
(4)% |
Subscription and services revenue – represents wealth, payments and other subscription related revenue. Wealth revenue includes fees related to Mogo's Intelligent Investing platform, including Moka and the Mogo trading app. Wealth also includes portfolio management fees from our asset management business. Payments revenue consists of the transaction processing fees and other charges related to Carta. Other subscription related revenue includes premium account fees, loan insurance revenue, referral fee revenue, partner lending fees, legacy institutional brokerage revenue and other fees and charges.
Interest revenue – represents interest on our line of credit loan products.
Wealth revenue was $3.6 million for the three months ended September 30, 2025, which is a $0.8 million increase compared to $2.9 million in the same period last year. Wealth revenue was $10.7 million for the nine months ended September 30, 2025 which is a $2.9 million increase compared to $7.8 million in the same period last year. These increases are driven by continuous enhancements to the new Intelligent Investing value proposition in the year and the resulting adjustments to our pricing model to reflect this.
Payments revenue was $2.4 million for the three months ended September 30, 2025, which is a $0.1 million increase from $2.3 million in the same period last year. Payment revenue was $7.5 million for the nine months ended September 30, 2025 which is a $1.3 million increase compared to $6.3 million in the same period last year. These increases are primarily due to growth in European transaction volume, offset by decreases in Canadian volume.
Other subscription related revenue was $4.3 million for the three months ended September 30, 2025, which is a $1.3 million decrease compared to $5.5 million in the same period last year. Other subscription related revenue was $13.2 million for the nine months ended September 30, 2025 which is a $4.6 million decrease compared to $17.8 million in the same period last year. The decrease is primarily as a result of the Company exiting the low margin legacy institutional brokerage business in the quarter.
Please refer to the “Key Performance Indicators” section for additional commentary on total revenue and subscription and services revenue.
Cost of revenue
The following table summarizes the cost of revenue for the three and nine months ended September 30, 2025:
18 | Page
|
|
Management’s Discussion and Analysis |
($000s, except percentages) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
Nine months ended |
|
|
||||
|
|
September 30, |
|
September 30, |
|
Change % |
|
September 30, |
|
September 30, |
|
Change % |
Provision for loan losses, net of recoveries |
|
$4,696 |
|
$4,447 |
|
6% |
|
$13,920 |
|
$13,443 |
|
4% |
Transaction costs |
|
480 |
|
1,340 |
|
(64)% |
|
1,720 |
|
4,421 |
|
(61)% |
Cost of revenue |
|
5,176 |
|
5,787 |
|
(11)% |
|
15,640 |
|
17,864 |
|
(12)% |
As a percentage of total revenue |
|
31% |
|
33% |
|
|
|
31% |
|
34% |
|
|
Cost of revenue consists of provision for loan losses, net of recoveries, and transaction costs. Provision for loan losses, net of recoveries, represents the amounts charged against income during the period to maintain an adequate allowance for loan losses. Our allowance for loan losses represents our estimate of the expected credit losses (“ECL”) inherent in our portfolio and is based on various factors including the composition of the portfolio, delinquency levels, historical and current loan performance, expectations of future performance, and general economic conditions.
Transaction costs are expenses that relate directly to the onboarding and processing of new customers (excluding marketing), including expenses such as loan system transaction fees, transaction processing costs related to the Carta business and other transaction costs related to Moka and MogoTrade.
Cost of revenue was $5.2 million for the three months ended September 30, 2025, a decrease of $0.6 million compared to the same period in the prior year. Cost of revenue was $15.6 million for the nine months ended September 30, 2025, a decrease of $2.2 million compared to $17.9 million in the same period last year.
Provision for loan losses, net of recoveries, has increased slightly for the three and nine months ended September 30, 2025 compared to the same periods in the prior year. The increase was due to growth in the average overall loans outstanding. This was offset by stronger underlying credit performance relative to the same period last year.
Transaction costs have decreased for the three and nine months ended September 30, 2025 compared to the same periods in the prior year, primarily due to the increase in revenue in the current period. The decrease is primarily as a result of the Company exiting the low margin legacy institutional brokerage business in the quarter.
We believe we are adequately provisioned to absorb reasonably possible future material shocks to the loan book as a result of macroeconomic factors such as inflation and the interest rate environment. Please note that IFRS 9 requires the use of forward-looking indicators when measuring ECL, which can result in upfront recognition of expenses prior to any actual occurrence of a default event. We have applied a probability weighted approach in applying these forward-looking indicators to measure incremental ECL. This approach involved multiple stress scenarios and a range of potential outcomes. Factors considered in determining the range of ECL outcomes include varying degrees of possible length and severity of a recession, the effectiveness of collection strategies implemented to assist customers experiencing financial difficulty, and the level of loan protection insurance held by customers within our portfolio. We will continue to revisit assumptions under this methodology in upcoming quarters as economic conditions evolve.
19 | Page
|
|
Management’s Discussion and Analysis |
Technology and development expenses
The following table provides the technology and development expenses for the three and nine months ended September 30, 2025:
($000s, except percentages) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
Nine months ended |
|
|
||||
|
|
September 30, |
|
September 30, |
|
Change % |
|
September 30, |
|
September 30, |
|
Change % |
Technology and development |
|
2,706 |
|
2,367 |
|
14% |
|
8,266 |
|
7,937 |
|
4% |
As a percentage of total revenue |
|
16% |
|
13% |
|
|
|
16% |
|
15% |
|
|
Technology and development expenses consist primarily of personnel and related costs of our product development, business intelligence, and information technology infrastructure employees. Associated expenses include hosting costs and software licenses, professional services, expenses related to the development of new products and technologies and maintenance of existing technology assets.
Technology and development expenses were $2.7 million for the three months ended September 30, 2025, which is a $0.3 million increase compared to $2.4 million in the same period last year. Technology and development expenses were $8.3 million for the nine months ended September 30, 2025, which is slight increase compared to $7.9 million in the same period last year. This is due to an increased investment in product development in the current year.
We believe our investments into the development of our digital wealth platform will strengthen Mogo’s product service offerings and drive long-term member and revenue growth.
Marketing expenses
The following table provides the marketing expenses for the three and nine months ended September 30, 2025:
($000s, except percentages) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
Nine months ended |
|
|
||||
|
|
September 30, |
|
September 30, |
|
Change % |
|
September 30, |
|
September 30, |
|
Change % |
Marketing |
|
$1,040 |
|
$982 |
|
6% |
|
$3,236 |
|
$3,223 |
|
0% |
As a percentage of total revenue |
|
6% |
|
6% |
|
|
|
6% |
|
6% |
|
|
Marketing expenses consist of salaries and personnel‑related costs, direct marketing and advertising costs related to online and offline customer acquisition (paid search advertising, search engine optimization costs, and direct mail), public relations, promotional event programs and corporate communications.
Marketing expenses were consistent for the three and nine months ended September 30, 2025 compared to the same periods last year.
20 | Page
|
|
Management’s Discussion and Analysis |
Customer service and operations expenses
The following table provides the customer service and operations (“CS&O”) expenses for the three and nine months ended September 30, 2025:
($000s, except percentages) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
Nine months ended |
|
|
||||
|
|
September 30, |
|
September 30, |
|
Change % |
|
September 30, |
|
September 30, |
|
Change % |
Customer service and operations |
|
$2,664 |
|
$2,867 |
|
(7)% |
|
$8,102 |
|
$8,355 |
|
(3)% |
As a percentage of total revenue |
|
16% |
|
16% |
|
|
|
16% |
|
16% |
|
|
CS&O expenses consist primarily of salaries and personnel‑related costs for customer support, payment processing and collections employees. Associated expenses include third-party expenses related to credit data sources and collections.
CS&O decreased for the three months ended September 30, 2025. This decrease is primarily due to efficiency gains utilizing AI and automation in CS&O.
CS&O expenses remained relatively consistent for the nine months ended September 30, 2025 compared to the same period last year.
General and administration expenses
The following table provides the general and administration (“G&A”) expenses for the three and nine months ended September 30, 2025:
($000s, except percentages) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
Nine months ended |
|
|
||||
|
|
September 30, |
|
September 30, |
|
Change % |
|
September 30, |
|
September 30, |
|
Change % |
General and administration |
|
$3,409 |
|
$3,535 |
|
(4)% |
|
$11,032 |
|
$11,218 |
|
(2)% |
As a percentage of total revenue |
|
20% |
|
20% |
|
|
|
22% |
|
21% |
|
|
G&A expenses consist primarily of salary and personnel related costs for our corporate, finance and accounting, credit analysis, underwriting, legal and compliance, fraud detection and human resources employees. Additional expenses include consulting and professional fees, insurance, legal fees, occupancy costs, and other corporate expenses.
G&A expenses were $3.4 million for the three months ended September 30, 2025, which is a $0.1 million decrease compared to $3.5 million in the same period last year. G&A expenses were $11.0 million for the nine months ended September 30, 2025 which is a decrease of $0.2 million compared to $11.2 million in the same period last year. These decreases were due to decreases in operational costs from streamlined vendor management.
21 | Page
|
|
Management’s Discussion and Analysis |
Stock-based compensation and depreciation and amortization
The following table summarizes the stock-based compensation and depreciation and amortization. Expenses for the three and nine months ended September 30, 2025 were as follows:
($000s, except percentages) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
Nine months ended |
|
|
||||
|
|
September 30, |
|
September 30, |
|
Change % |
|
September 30, |
|
September 30, |
|
Change % |
Stock-based compensation |
|
$577 |
|
$579 |
|
(0)% |
|
$1,559 |
|
$1,724 |
|
(10)% |
Depreciation and amortization |
|
1,969 |
|
1,966 |
|
0% |
|
5,952 |
|
6,426 |
|
(7)% |
|
|
2,546 |
|
2,545 |
|
0% |
|
7,511 |
|
8,150 |
|
(8)% |
As a percentage of total revenue |
|
15% |
|
14% |
|
|
|
15% |
|
15% |
|
|
Stock-based compensation represents the fair value of stock options granted to employees and directors measured using the Black-Scholes valuation model and amortized over the vesting period of the options. Depreciation and amortization is principally related to the amortization of intangible assets relating to internally capitalized development costs related to our technology platform, and technology, licenses and customer relationships acquired in the acquisitions of Carta, Moka and Fortification in 2021. Stock-based compensation and depreciation and amortization are all non-cash expenses.
Stock-based compensation remained consistent at $0.6 million in the three months ended September 30, 2025 compared to the same period last year. Stock-based compensation remained relatively consistent at $1.6 million in the nine months ended September 30, 2025 compared to $1.7 million in the same period last year.
Depreciation and amortization remained consistent at $2.5 million in the three months ended September 30, 2025 compared to the same period last year. Depreciation and amortization decreased to $7.5 million in the nine months ended September 30, 2025 compared to $8.2 million in the same period last year. There was a decrease in additions to intangibles compared to the same periods in the prior year resulting in a reduction in depreciation and amortization expense.
Credit facility interest expense
The following table provides a breakdown of credit facility interest expense for the three and nine months ended September 30, 2025:
($000s, except percentages) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
Nine months ended |
|
|
||||
|
|
September 30, |
|
September 30, |
|
Change % |
|
September 30, |
|
September 30, |
|
Change % |
Credit facility interest expense |
|
$1,450 |
|
$1,726 |
|
(16)% |
|
$4,286 |
|
$5,114 |
|
(16)% |
As a percentage of total revenue |
|
9% |
|
10% |
|
|
|
8% |
|
10% |
|
|
Credit facility interest expense relates to the costs incurred in connection with our credit facility. It includes interest expense and the amortization of deferred financing costs.
Credit facility interest expense decreased for the three and nine months ended September 30, 2025 compared to the same period last year. The decrease is primarily due to lower interest rate in the current year.
22 | Page
|
|
Management’s Discussion and Analysis |
Other expenses (income)
The following table provides a breakdown of other expenses (income), excluding credit facility interest expense, by type for the three and nine months ended September 30, 2025:
($000s, except percentages) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
Nine months ended |
|
|
||||
|
|
September 30, |
|
September 30, |
|
Change % |
|
September 30, |
|
September 30, |
|
Change % |
Debenture and other financing expense |
|
$717 |
|
$791 |
|
(9)% |
|
$2,444 |
|
$2,550 |
|
(4)% |
Accretion related to debentures |
|
133 |
|
170 |
|
(22)% |
|
421 |
|
517 |
|
(19)% |
Revaluation loss (gain) |
|
2,748 |
|
5,284 |
|
(48)% |
|
(3,459) |
|
12,497 |
|
n/a |
Other non-operating (income) expense |
|
(1,018) |
|
(177) |
|
475% |
|
(3,142) |
|
68 |
|
n/a |
Total other expenses (income) |
|
2,580 |
|
6,068 |
|
(57)% |
|
(3,736) |
|
15,632 |
|
n/a |
As a percentage of total revenue |
|
15% |
|
34% |
|
|
|
(7)% |
|
29% |
|
|
Total other (income) expenses was expense of $2.6 million for the three months ended September 30, 2025, which is a decrease of $3.5 million compared to an expense of $6.1 million for the same period last year. The change from other expense to other income was primarily driven by a decrease in revaluation loss in the current period compared to the prior period.
Total other (income) expenses was income of $3.7 million for the nine months ended September 30, 2025, which is a change of $19.4 million compared to an expense of $15.6 million for the same period last year. The change from other expense to other income was primarily driven by a revaluation gain in the current period compared to a loss in the prior period as well as other income recognized in the current year.
Revaluation gains and losses was a $2.7 million loss for the three months ended September 30, 2025 compared to a $5.3 million loss in the same period last year. The variance is primarily attributable to a loss in investment portfolio and marketable securities of $3.0 million in the current period, compared to $5.6 million loss in the same period last year. Revaluation gains and losses was a $3.5 million gain for the nine months ended September 30, 2025 compared to a $12.5 million loss in the same period last year. The variance is primarily attributable to a gain in investment portfolio and marketable securities of $0.5 million in the current year, compared to $13.6 million loss in the same period last year.
Other non-operating (income) expense for the three and nine months ended September 30, 2025 consists primarily of income related to agreements to the IRA amendments as previously noted.
Debenture and other financing expense primarily consists of interest expense related to our debentures and interest expense related to our lease liabilities resulting from the adoption of IFRS 16. Debenture and other financing expense remained relatively consistent for the three and nine months ended September 30, 2025.
23 | Page
|
|
Management’s Discussion and Analysis |
Selected Quarterly Information
($000s, except per share amounts) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2025 |
|
2024 |
|
2023 |
||||||||||
|
Third |
|
Second |
|
First |
|
Fourth |
|
Third |
|
Second |
|
First |
|
Fourth |
Income Statement Highlights |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue |
$16,963 |
|
$16,933 |
|
$17,330 |
|
$18,042 |
|
$17,685 |
|
$17,553 |
|
$17,925 |
|
$17,157 |
Loss from operations |
(578) |
|
(603) |
|
(1,379) |
|
(124) |
|
(398) |
|
(1,296) |
|
(1,889) |
|
(222) |
Other (expenses) income , including taxes |
(3,931) |
|
14,111 |
|
(10,492) |
|
10,519 |
|
(7,714) |
|
(11,055) |
|
(1,721) |
|
8,733 |
Net (loss) income |
(4,509) |
|
13,508 |
|
(11,871) |
|
10,395 |
|
(8,112) |
|
(12,351) |
|
(3,610) |
|
8,511 |
Net income (loss) per common share (basic) |
(0.19) |
|
0.56 |
|
(0.49) |
|
0.43 |
|
(0.33) |
|
(0.51) |
|
(0.15) |
|
0.34 |
Net income (loss) per common share (fully diluted) |
(0.19) |
|
0.56 |
|
(0.49) |
|
0.43 |
|
(0.33) |
|
(0.51) |
|
(0.15) |
|
0.34 |
Non-IFRS Financial Measures(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted revenue |
16,963 |
|
16,933 |
|
16,739 |
|
16,447 |
|
16,690 |
|
16,315 |
|
16,443 |
|
15,666 |
Adjusted EBITDA |
1,968 |
|
1,933 |
|
1,050 |
|
2,083 |
|
2,147 |
|
1,372 |
|
1,048 |
|
2,743 |
Adjusted net (loss) income |
(3,381) |
|
13,212 |
|
(11,296) |
|
13,325 |
|
(6,297) |
|
(10,231) |
|
(673) |
|
13,489 |
Cash provided by operations before investment in gross loans receivable |
3,631 |
|
6,175 |
|
3,770 |
|
4,120 |
|
4,830 |
|
3,777 |
|
1,815 |
|
4,676 |
Key Quarterly Trends
From Q4 2023 revenues have generally trended upwards, representing a return to growth in the Company’s primary revenue streams of wealth, payments, and lending. There was a decline between Q4 2024 and Q2 2025 as we exited the low margin legacy institutional brokerage business. Total revenue remained consistent in Q3 2025 compared to the prior quarter.
Loss from operations increased in the first half of 2024 compared to Q4 2023 due to higher growth investment in our wealth and payments business segments. The Company also experiences seasonally higher expenses in Q1 compared to Q4 contributing to the increase in net loss. Loss from operations decreased further in Q3 and Q4 2024 as a result of increased revenues and efficiency improvements in the second half of 2024. Loss from operations increased in Q1 2025 due to an increase in operating expenses and decreased in Q2 and Q3 2025 due to increases in gross profits and reducing operating expense levels.
In 2023, changes in other expenses primarily related to losses on investments and restructuring charges. In Q4 2023, there was a significant increase in other income primarily due to a revaluation gain on our investment in WonderFi. In 2024 and 2025 fluctuations in the revaluation of WonderFi contributed significantly to movements in other income (expenses).
Adjusted EBITDA improved in Q4 2023, as we placed a significant emphasis on operating efficiency and margin improvement. Adjusted EBITDA was lower in Q1 and Q2 2024, as we shifted our balance back towards driving revenue growth while maintaining positive Adjusted EBITDA. Adjusted EBITDA increased in the second half of 2024, primarily driven by higher revenues in each of our core business segments of wealth, payments, and lending, and better operating efficiencies resulting in lower operating expenses. Adjusted EBITDA decreased in Q1 2025, consistent with the increase in loss from operations noted above and increased in Q2 2025 and Q3 2025 due to increases in gross profits and reducing operating expense levels.
24 | Page
|
|
Management’s Discussion and Analysis |
Key Balance Sheet Components
The following table provides a summary of the key balance sheet components as at September 30, 2025 and December 31, 2024:
($000s) |
|
As at |
||
|
|
September 30, |
|
December 31, |
Cash and cash equivalent |
|
$14,891 |
|
$8,530 |
Total assets |
|
178,938 |
|
189,648 |
Total liabilities |
|
101,480 |
|
108,431 |
Total assets decreased by $10.7 million during the nine months ended September 30, 2025. The decrease is primarily attributable to decreases in prepaid expenses, and other receivables and assets as a result of exiting the legacy institutional brokerage business as well as monetization of marketable securities and investment portfolio resulting in increased cash.
Total liabilities decreased by $7.0 million during the nine months ended September 30, 2025. The decrease is primarily due to a decrease in accounts payable, accruals and other as a result of exiting the legacy institutional brokerage business as well as a decrease in debentures.
Loans receivable
The following table provides a breakdown of loans receivable as at September 30, 2025 and December 31, 2024:
($000s) |
|
As at |
||
|
|
September 30, |
|
December 31, |
Gross loans receivable |
|
$76,173 |
|
$72,696 |
Allowance for loan losses |
|
(16,354) |
|
(14,076) |
Net loans receivable |
|
59,819 |
|
58,620 |
The gross loans receivable portfolio was $76.2 million as at September 30, 2025, which is an increase of $3.5 million compared to the balance as at December 31, 2024.
The following table provides a reconciliation of changes in our loan loss allowance for the period ended September 30, 2025 and the year ended December 31, 2024:
($000s) |
|
As at |
||
|
|
September 30, |
|
December 31, |
Allowance for loan losses, beginning of period |
|
$14,076 |
|
$12,555 |
Provision for loan losses |
|
13,943 |
|
18,414 |
Loans charged-off |
|
(11,665) |
|
(16,893) |
Allowance for loan losses, end of period |
|
16,354 |
|
14,076 |
The allowance for loan losses is reported on the Company’s balance sheet and is netted against gross loans receivable to arrive at the net loans receivable. The allowance for loan losses represents our estimate of the ECL inherent in our loan portfolio. Refer to Note 4 of the interim condensed consolidated financial statements for a breakdown of gross loans receivable and allowance for loan losses by aging category based on their IFRS 9 ECL measurement stage. The Company assesses its allowance for loan losses at each reporting date. Changes in the provision for loan losses, net of recoveries, are recorded as a cost of revenue in the interim condensed consolidated statements of operations and comprehensive income (loss).
The allowance for loan losses as a percentage of gross loans receivable increased to 21.5% as at September 30, 2025 from 19.4% as at December 31, 2024. This is largely due to an increase in the Company’s provisioning for macroeconomic factors in the current period, to account for increased uncertainty created by the U.S. tariffs and various counter tariffs.
25 | Page
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|
Management’s Discussion and Analysis |
The allowance methodology includes a factor in respect of potential future losses arising from macroeconomic indicators, which is a requirement under IFRS 9 to consider forward-looking indicators in determining the allowance. We believe that the related allowance is adequate to absorb reasonably possible changes to economic conditions that impact the loan book. It should be noted that this allowance has already been reflected in our provision for loan losses in the interim condensed consolidated statements of operations and comprehensive income (loss). Refer to the “Cost of revenue” section above for further discussion on the provision for loan losses.
The Company reserves and charges off consumer loan amounts to the extent that there is no reasonable expectation of recovery once the loan or a portion of the loan has been classified as past due for more than 180 consecutive days. Recoveries on loan amounts previously charged off are credited against loans receivable and provision for loan losses when collected.
In the opinion of management, the Company has provided adequate allowances to absorb expected credit losses inherent in its loan portfolio based on available and relevant information affecting the loan portfolio at each balance sheet date. The Company cannot guarantee that delinquency and loss levels will correspond with the historical levels experienced and there is a risk that delinquency and loss rates could change significantly.
Transactions with Related Parties
Related party transactions during the three and nine months ended September 30, 2025 include transactions with debenture holders that incur interest. The related party debentures balance as at September 30, 2025 totaled $0.1 million (September 30, 2024 – $0.3 million). The debentures bear annual coupon interest of 8.0% ( September 30, 2024 – 8.0%) with interest expense for the three and nine months ended September 30, 2025 totaling $3,000 and $8,000 respectively (September 30, 2024 – $3,000 and $11,000 respectively). The related parties involved in such transactions include shareholders, officers, directors, and management, close members of their families, or entities which are directly or indirectly controlled by close members of their families. The debentures are ongoing contractual obligations that are used to fund our corporate and operational activities.
26 | Page
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Management’s Discussion and Analysis |
Off‑Balance Sheet Arrangements
The Company has no off‑balance sheet arrangements that have, or are likely to have, a current or future material effect on our consolidated financial position, financial performance, liquidity, capital expenditures or capital resources.
Liquidity and Capital Resources
The Company’s objectives when managing capital are to maintain financial flexibility in order to preserve its ability to meet financial obligations and continue as a going concern, and to deploy capital to provide future investment return to its shareholders. A detailed description of the Company’s approach to capital management and risk management policy for managing liquidity risk is outlined in Note 24 in the Company’s annual consolidated financial statements for the year ended December 31, 2024. The Company has assessed that it has adequate resources to continue as a going concern for the foreseeable future, which management has defined as being at least the next 12 months. The Company monitors its cash position and cash flow on a regular basis, and may monetize certain marketable securities and investments in the next 12 months to reinforce its cash position, should management consider it necessary.
To date the Company has funded its lending and investing activities, expenses and losses primarily through the proceeds of its initial public offering which raised $50 million in 2015, subsequent issuances of common shares of the Company, convertible debentures, warrants, prior private placements of preferred shares, placements of debentures, credit facilities, and cash from operating activities. The business combination between the Company and Mogo Finance Technology Inc. in the second quarter of 2019 also added to the Company’s capital resources and strengthened its financial position with an investment portfolio and marketable securities which the Company is actively seeking to monetize. Following investments made after the business combination, the value of Mogo’s investments and marketable securities, including our investment in WonderFi, was $28.0 million as at September 30, 2025.
We manage our liquidity by continuously monitoring revenues, expenses and cash flow compared to budget. Our principal cash requirements are for working capital, loan capital and investing activities. Our future financing requirements will depend on many factors including our growth rate, product development investments, increase in marketing activities, investment levels in our gross loans receivables, the macroeconomic conditions and their impact on loan performance, and potential mergers, strategic investments and acquisitions activity. Management expects that they will be able to refinance any outstanding amounts owing under the credit facility or our long-term debentures and may at times consider the issuance of shares in satisfaction of amounts owing under debentures, in each case as they become due and payable. The debentures are subordinated to the credit facility.
On November 6, 2023, due to the expiry of our previous short-form base shelf prospectus, we filed a new short-form base shelf prospectus with the securities commissions in each of the provinces and territories of Canada, except Quebec. This shelf prospectus allows Mogo to offer common shares, preferred shares, debt securities, and warrants to purchase common shares, preferred shares or debt securities up to an aggregate offering price of USD $250,000,000 for the 25-month period after filing.
In order to support its growth strategy, the Company gives consideration to additional financing options including accessing the capital markets for additional equity or debt, monetization of our investment portfolio and marketable securities, increasing the amount of long-term debt outstanding or increasing availability under existing or new credit facilities.
Although we are not currently party to any material undisclosed agreement and do not have any understanding with any third parties with respect to potential material investments in, or material acquisitions of, businesses or technologies, we may enter into these types of arrangements in the future, which could also require us to seek additional equity or debt financing. Additional funds may not be available on terms favourable to us or at all.
In February 2025, we amended our credit facility. The amendment changed the effective interest rate from 8% plus SOFR, to 7% plus SOFR, and extends the maturity date from January 2026 to January 2029.
27 | Page
|
|
Management’s Discussion and Analysis |
Cash Flow Summary
The following table provides a summary of cash inflows and outflows by activity for the three and nine months ended September 30, 2025 and 2024:
($000s) |
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
Nine months ended |
||||
|
|
September 30, |
|
September 30, |
|
September 30, |
|
September 30, |
Cash provided by operating activities before changes in working capital (1) |
|
$4,555 |
|
$4,435 |
|
$14,482 |
|
$10,697 |
Other changes in working capital (1) |
|
(924) |
|
395 |
|
(907) |
|
(276) |
Cash provided by operating activities before changes in loans receivable |
|
3,631 |
|
4,830 |
|
13,575 |
|
10,421 |
Cash invested in loans receivable |
|
(6,668) |
|
(3,300) |
|
(15,119) |
|
(12,230) |
Cash (used in) provided by operating activities |
|
(3,037) |
|
1,530 |
|
(1,544) |
|
(1,809) |
Cash provided by (used in) investing activities |
|
8,565 |
|
(314) |
|
8,957 |
|
(1,996) |
Cash provided by (used in) financing activities |
|
1,243 |
|
(1,460) |
|
(1,032) |
|
(2,541) |
Effect of exchange rate fluctuations |
|
(2) |
|
(14) |
|
(20) |
|
(22) |
Net increase (decrease) in cash for the period |
|
6,769 |
|
(258) |
|
6,361 |
|
(6,368) |
Cash provided by (used in) operating activities
Our operating activities consist of our subscription and services revenue inflows, our cash operating and interest expense outflows, as well as the funding and servicing of our loan products, including the receipt of principal and interest payments from our loan customers, and payment of associated direct costs and receipt of associated fees.
Cash provided by operating activities before investment in gross loans receivables was $3.6 million for the three months ended September 30, 2025, which is a $1.2 million decrease compared to $4.8 million in the same period last year. Cash provided by operating activities before investment in gross loans receivables was $13.6 million for the nine months ended September 30, 2025, which is a $3.2 million improvement compared to $10.4 million in the same period last year. The change was primarily due to a cash inflow related to the IRA amendments as previously discussed, as well as changes in working capital management.
Cash invested in loans receivable was a $6.7 million outflow in the three months ended September 30, 2024 compared to a $3.3 million outflow in the same period last year. Management maintains complete discretion over the ability to manage this as either a usage of cash or an inflow of cash from period to period.
Cash used in operating activities was ($3.0) million for the three months ended September 30, 2025, which is a change of $4.6 million compared to net cash provided by operating activities of $1.5 million in the same period last year. Cash used in operating activities was ($1.5) million for the nine months ended September 30, 2025, which is a decrease of $0.3 million compared to cash used in operating activities of ($1.8) million in the same period last year. The change was primarily due to an increase in cash invested in loans receivable.
Cash provided by (used in) investing activities
Our investing activities consist primarily of capitalization of software development costs, purchases of property, equipment and software, investment and sale of our digital assets, monetization of our investment portfolio and marketable securities. The cash flow may vary from period to period due to the timing of the expansion of our operations, changes in employee headcount and the development cycles of our internal‑use technology.
Cash provided by investing activities in the three months ended September 30, 2025 was $8.6 million compared to cash used in investing activities of ($0.3) million in the same period last year. Cash provided by investing activities in the nine months ended September 30, 2025 was $9.0 million compared to cash used in investing activities ($2.0) million in the same period last
28 | Page
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|
Management’s Discussion and Analysis |
year. The increase in cash provided by investing activities is primarily due to inflows from the monetization of marketable securities in the current year.
Cash provided by (used in) financing activities
Historically, our financing activities have consisted primarily of the issuance of our common shares, debentures, convertible debentures, and borrowings and repayments on our credit facilities.
Cash provided by financing activities in the three months ended September 30, 2025 was $1.2 million compared to used in financing activities of ($1.5) million for the same period last year. The increase is due to $1.9 million of net draws on the Company's credit facility in current period compared to $0.8 million of net repayments in the prior period. Cash used in financing activities in the nine months ended September 30, 2025 was ($1.0) million compared to cash used in financing activities of ($2.5) million for the same period last year. This is primarily due to $2.1 million of net draws on the Company's credit facility in current year offset by the repurchase of common shares, compared to $0.3 million of net repayments in the prior period.
Contractual Obligations
The following table shows contractual obligations as at September 30, 2025. Management will continue to refinance any outstanding amounts owing under the credit facility or our long-term debentures as they become due and payable.
($000s) |
|
2025 |
|
2026 |
|
2027 |
|
2028 |
|
2029 |
|
Thereafter |
Commitments - operational |
|
|
|
|
|
|
|
|
|
|
|
|
Lease payments |
|
416 |
|
1,009 |
|
588 |
|
— |
|
— |
|
— |
Accounts payable |
|
3,419 |
|
— |
|
— |
|
— |
|
— |
|
— |
Accruals and other |
|
14,291 |
|
— |
|
— |
|
— |
|
— |
|
— |
Other purchase obligations |
|
137 |
|
584 |
|
642 |
|
221 |
|
— |
|
— |
Interest – credit facility |
|
1,439 |
|
5,757 |
|
5,757 |
|
5,757 |
|
32 |
|
— |
Interest – Debentures(1) |
|
680 |
|
2,610 |
|
2,421 |
|
2,214 |
|
519 |
|
— |
|
|
20,382 |
|
9,960 |
|
9,408 |
|
8,192 |
|
551 |
|
— |
Commitments – principal repayments |
|
|
|
|
|
|
|
|
|
|
|
|
Credit facility |
|
— |
|
— |
|
— |
|
— |
|
50,875 |
|
— |
Debentures (1) |
|
537 |
|
2,257 |
|
2,441 |
|
2,643 |
|
25,616 |
|
— |
|
|
537 |
|
2,257 |
|
2,441 |
|
2,643 |
|
76,491 |
|
— |
Total contractual obligations |
|
20,919 |
|
12,217 |
|
11,849 |
|
10,835 |
|
77,042 |
|
— |
Disclosure of Outstanding Shares
The authorized capital of Mogo consists of an unlimited number of common shares without par value and an unlimited number of preferred shares, issuable in one or more series. As of November 7, 2025, no preferred shares have been issued and the following common shares, and rights to acquire common shares were outstanding:
Class of Security |
|
Number outstanding (in 000s) as at November 7, 2025 |
Common shares |
|
23,968,550 |
Stock options |
|
3,427 |
Restricted share units |
|
- |
Common share purchase warrants (2) |
|
1,788 |
29 | Page
|
|
Management’s Discussion and Analysis |
Risk Management
In the normal course of business, the Company is exposed to financial risk that arises from a number of sources. Management’s involvement in operations helps identify risks and variations from expectations. As a part of the overall operation of the Company, management takes steps to avoid undue concentrations of risk. The Company’s significant risk and related policies are described further in the notes to the Company’s annual consolidated financial statements for the year ended December 31, 2024 and interim condensed consolidated financial statements for the three and nine months ended September 30, 2025.
Other risks
As part of the Federal Budget released in March 2023, the Government of Canada announced its intention to amend section 347 of the Criminal Code and reduce the maximum allowable interest rate from 60% to 35% annual percentage rate ("APR"). On May 31, 2024, the governor general in counsel announced that the amendments to section 347 of the Criminal Code reducing the maximum criminal interest rate to 35 percent APR would be effective January 1, 2025. Agreements entered into before the coming into force date of January 1, 2025 are not impacted. The new reduced rate is only applicable to agreements entered into as of January 1, 2025. The Company has made the necessary adjustments to product offerings to comply with the new rate requirements.
As changes in our business environment or investment strategy occur, we may adjust our strategies to meet these changes, which may include restructuring a particular business or asset or refocusing on different sectors of our investment portfolio and marketable securities. In addition, external events, including changing technology, changing consumer patterns, changing market sentiment, and changes in macroeconomic condition, including the volatility and uncertainty in financial markets (including cryptocurrency markets), may impair the value of some or all of our assets or require us to take a charge against such assets, including our investment in WonderFi. When these changes or events occur, we may need to write down the value of certain assets or the overall value of our investment portfolio and marketable securities. We may also make investments in existing or new businesses in order to build on or diversify our investment portfolio and marketable securities. Some of these investments may have short-term returns that are negative or low and the ultimate prospects of those investments in our portfolio may be uncertain, volatile or may not develop at a rate that supports our level of investment. In any of these events, we may have significant charges associated with the write-down of assets or certain asset classes such as cryptocurrency or technology company investments.
Other risks facing our business, and that could cause actual results to differ materially from current expectations may include, but are not limited to, risks and uncertainties that are discussed in greater detail in the "Risk Factors" section of our current annual information form for the year ended December 31, 2024 and elsewhere in this MD&A.
Capital management
Our objective in managing our capital is financial stability and sufficient liquidity to increase shareholder value through organic growth and investment in technology, marketing and product development. Our senior management team is responsible for managing the capital through regular review of financial information to ensure sufficient resources are available to meet operating requirements and investments to support our growth strategy. The Board is responsible for overseeing this process. In order to maintain or adjust our capital structure, we may issue new shares, repurchase shares, approve special dividends, or issue debt.
Critical Accounting Estimates
The preparation of the consolidated financial statements requires management to make estimates, assumptions and judgments that affect the reported amount of assets and liabilities, and the reported amount of revenues and expenses during the period. Actual results may differ from these estimates. Estimates, assumptions, and judgments are reviewed on an ongoing basis. Revisions to accounting estimates are recognized on a prospective basis beginning from the period in which they are revised.
Significant estimates and judgments include the determination of allowance for loan losses, fair value of privately held investments, valuation of goodwill acquired in business combinations, and impairment testing of intangible assets and goodwill which are described further in the notes to the Company’s consolidated financial statements for the year ended December 31, 2024 and interim condensed consolidated financial statements for the three and nine months ended September 30, 2025.
30 | Page
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|
Management’s Discussion and Analysis |
Changes in Accounting Policies including Initial Adoption
Material accounting policies
The accounting policies are described in the Company's annual consolidated financial statements for the year ended December 31, 2024.
New and amended standards and interpretations
Certain new or amended standards and interpretations became effective on January 1, 2025, but do not have an impact on the interim condensed consolidated financial statements of the Company.
Standards issued but not yet effective
In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements. IFRS 18 replaces IAS 1 Presentation of Financial Statements and sets out requirements for the presentation and disclosure of information in general purpose financial statements. The standard applies to annual reporting periods beginning on or after January 1, 2027 and is to be applied retrospectively, with early adoption permitted. The Company has not adopted any standards or interpretations that have been issued but are not yet effective and is currently assessing the impact on the interim financial statements.
Controls and Procedures
The Company’s Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") are responsible for establishing and maintaining disclosure controls and procedures for the Company. The Company maintains a set of disclosure controls and procedures designed to provide reasonable assurance that information required to be publicly disclosed is recorded, processed, summarized and reported on a timely basis. The CEO and CFO have evaluated the design of the Company’s disclosure controls and procedures at the end of the quarter and based on the evaluation, the CEO and CFO have concluded that the disclosure controls and procedures are effectively designed.
Internal Controls over Financial Reporting
The Company’s internal controls over financial reporting (“ICFR”) are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company’s management is responsible for establishing and maintaining adequate ICFR for the Company. Management, including the CEO and CFO, does not expect that the Company’s ICFR will prevent or detect all errors and all fraud or will be effective under all future conditions. A control system is subject to inherent limitations and even those systems determined to be effective can provide only reasonable, but not absolute, assurance that the control objectives will be met with respect to financial statement preparation and presentation. The Company’s management under the supervision of the CEO and CFO has evaluated the design of the Company’s ICFR based on the Internal Control – Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission. During the three and nine months ended September 30, 2025, there were no changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
31 | Page
Exhibit 99.3
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, David Feller, Chief Executive Officer of Mogo Inc., certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the "Interim filings") of Mogo Inc. (the "issuer") for the interim period ended September 30, 2025.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the Interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4. Responsibility: The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer and I have, as at the end of the period covered by the interim filings
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared: and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1 Control framework: The control framework the issuer's other certifying officer and I used to design the issuer's ICFR is the Internal Control – Integrated Framework (COSO Framework 2013) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).
5.2 ICFR - material weakness relating to design: N/A
5.3 Limitation on scope of design: N/A
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on July 1, 2025 and ended on September 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
Date: November 7, 2025
“David Feller”
______________________
David Feller
Chief Executive Officer
Exhibit 99.4
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Gregory Feller, Chief Financial Officer of Mogo Inc., certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the "Interim filings") of Mogo Inc. (the "issuer") for the interim period ended September 30, 2025.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the Interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4. Responsibility: The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer and I have, as at the end of the period covered by the interim filings
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared: and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1 Control framework: The control framework the issuer's other certifying officer and I used to design the issuer's ICFR is the Internal Control – Integrated Framework (COSO Framework 2013) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).
5.2 ICFR - material weakness relating to design: N/A
5.3 Limitation on scope of design: N/A
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on July 1, 2025 and ended on September 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
Date: November 7, 2025
“Gregory Feller”
_______________________
Gregory Feller
Chief Financial Officer