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 March 2026

Commission File Number: 001-38409

Orion Digital Corp.

(formerly Mogo Inc.)

516-409 Granville St.

Vancouver, British Columbia

V6C 1T2, Canada

(Address of principal executive offices)

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

Form 40-F.

	☒Form 20-F	Form 40-F

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

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

Form 6-K Exhibit Index

Exhibit<br><br>Number		Document Description
99.1		Audited consolidated financial statements for the years ended ended December 31, 2025 and 2024
99.2		Management’s discussion and analysis for the year ended December 31, 2025

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.

	Mogo Inc.
Date: March 12, 2026	By:	/s/ Gregory Feller
		Name: Gregory Feller
		Title: President & Chief Financial Officer

EX-99.1

Exhibit 99.1

		Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Statements of Financial Position as at December 31, 2025 and December 31, 2024		F-7
Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2025, December 31, 2024 and December 31, 2023		F-8
Consolidated Statements of Changes in Equity (Deficit) for the years ended December 31, 2025, December 31, 2024 and December 31, 2023		F-9
Consolidated Statements of Cash Flows for the years ended December 31, 2025, December 31, 2024 and December 31, 2023		F-10
Notes to the Consolidated Financial Statements		F-11

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Orion Digital Corp.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial position of Orion Digital Corp. (formerly, Mogo Inc.) (the “Company") as of December 31, 2025 and 2024 and the related consolidated statements of operations and comprehensive income (loss), changes in equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024 and the results of its consolidated operations and its consolidated cash flows for the years then ended, in conformity with IFRS® Accounting Standards as issued by the International Accounting Standards Board.

We have also audited the reclassification of prior year presentation change in the disaggregation of revenue described in Note 12 to the consolidated financial statements as of December 31, 2023. In our opinion, such reclassification have been properly applied. We were not engaged to audit, review or apply any procedures to the 2023 consolidated financial statements of the Company other than with respect to the reclassification, and accordingly, we do not express an opinion or any other form of assurance on the 2023 consolidated financial statements taken as a whole.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

MNP LLP<br><br>Suite 2400 - 609 Granville Street, PO Box 10203 LCD Pacific Centre	1.877.688.8408 T: 604.685.8408 F: 604

Assessment of Allowances for Loan Losses

Loans receivable, net represent lines of credit advanced to customers in the normal course of business. The Company applies a three-stage approach to measure the allowances for loan losses, using an expected credit loss approach pursuant to the provisions of IFRS 9 Financial Instruments expected credit losses (“ECL”) framework. The Company’s ECL approach involves the application of a probability-weighted estimate of future credit losses, post-charge off recoveries and trends in forward-looking macroeconomic factors. The Company’s allowance for loan losses as of December 31, 2025 was $16,982 thousand. Refer to Notes 3c and 3(o)(i) and 4 of the consolidated financial statements for further details.

We considered this a critical audit matter, as auditing the allowances for loan losses represented an area of significant risk of material misstatement given the magnitude of the effect of the provision on net earnings and the high degree of estimation uncertainty in determining the allowance recorded. Assessing the allowance for loan losses required significant auditor judgment to assess the measurement uncertainty and evaluate the sufficiency of audit evidence obtained. The procedures associated with the ECL estimate required significant audit effort, including the involvement of internal specialists.

We responded to this critical audit matter by performing procedures in relation to the allowances for loan losses. Our audit work in relation to this included, but was not restricted to the following:

• Evaluated the design and implementation of certain internal controls over management's review of the ECL model, which includes their review of forward-looking information and the time periods used to determine the expected probability of a default event.
• Assessed whether the methodology and assumptions used in the ECL model are consistent with IFRS 9 Financial Instruments and obtained audit evidence supporting assumptions where relevant.
• Evaluated the reasonableness of the segregation and application of the current and historical loan data used by the Company in developing the ECL estimate.
• Engaged internal specialists to develop an independent macroeconomic model, using independent sources, to assess the reasonability of management’s model and the macroeconomic factors and assessment of trends (scenarios) applied by management.
• Assessed the reasonableness of key inputs and significant judgements qualitative adjustments considered based on the loan portfolio and significant assumptions in the context of the IFRS 9 Financial Instruments ECL framework.
• Assessed the appropriateness of the disclosures relating to the allowance for loan losses in the notes to the consolidated financial statements.

Assessment of Fair Value of Private Company Investments

The Company has investments in private companies where fair value is based on unobservable inputs and are classified as Level 3 financial instruments. The valuation of these investments is inherently subjective due to the absence of quoted market values. Management uses valuation techniques that require significant unobservable inputs, requiring management's estimation and judgement. Significant unobservable inputs used in the valuation of such investments but not restricted to, third-party transactions, revenues of investee company, revenue multiples, equity volatility, time to exit events and discount for lack of marketability. Refer to Notes 3c, 3(o)(ii) and 21 of the consolidated financial statements for further details.

We considered this a critical audit matter, as auditing the fair value of private company investments based on valuation techniques that require significant unobservable inputs requires a high degree of auditor judgment and increased audit effort, where the use of different valuation techniques and assumptions could produce significantly different estimates of fair value.

We responded to this critical audit matter by performing procedures in relation to the fair value of private company investments held at year end. Our audit work in relation to this included, but was not restricted to the following:

• Evaluated the design and implementation of certain internal controls over the Company’s process for determining the fair value of private company investments, including controls related to the determination of the valuation techniques and significant unobservable inputs.
• On a sample basis, we independently obtained financial information of investee companies, and/or other publicly available financial information to corroborate fair value determined by management and potential bias in the accounting estimates.

Suite 2400 - 609 Granville Street, PO Box 10203 LCD Pacific Centre
1.877.688.8408 T: 604.685.8408 F: 604.685.8594 MNP.ca

• Involved internal specialists in evaluating the reasonableness of the valuation methodologies, inputs and assumptions in the valuation of private company investments based on industry data and other benchmarks.
• Assessed the appropriateness of the disclosures relating to the significant unobservable inputs used in the valuation of private company investments in the notes to the consolidated financial statements.

Assessment of Impairment of Goodwill and Indefinite Life Intangible Assets

The Company performs impairment testing related to non-financial assets with indefinite life whenever events or changes in circumstances indicate that the carrying value of a cash generating unit (“CGU”) might exceed its recoverable amount. In addition, the Company performs impairment testing on an annual basis. The Company performed impairment tests that was allocated to its CGUs at December 31, 2025 and the recoverable amount was determined using a value in use method. Refer to Notes 3(f), 3(o)(iii) and 20 of the consolidated financial statements for further details.

We considered this a critical audit matter, as there was a high degree of auditor judgment required to evaluate the significant assumptions used in determining the recoverable amount including, but not restricted to, forecasted revenue, earnings before interest, taxes, depreciation and amortization, long term growth rates, and discount rates. The sensitivity of reasonable changes to the significant assumptions could have a significant impact on the determination of the recoverable amount of the CGUs and the Company’s determination of impairment. This resulted in an increased extent of audit effort, including the involvement of internal specialists.

We responded to this critical audit matter by performing procedures over the impairment of goodwill and indefinite life intangible assets. Our audit work in relation to this included, but was not restricted to, the following:

• Evaluated the design and implementation of certain internal controls over the impairment process, including the controls related to the significant assumptions used in determining the recoverable amount.
• Assessed management’s determination of CGUs, the allocation of goodwill to the identified CGUs and the application of an appropriate valuation methodology to test for impairment.
• Performed ‘retrospective review’ to compare management’s assumptions in prior year expected future cash flows to the actual results to assess the Company’s budgeting process and ability to accurately forecast.
• Evaluated the reasonableness of significant assumptions, such as forecasted revenue, earnings before interest, taxes, depreciation and amortization and long-term growth rates, used in the cash flow model by comparing these assumptions to historical and actual performance, approved budgets, and consistency with industry data. We also considered whether the assumptions were consistent with evidence obtained in other areas of the audit.
• Involved internal specialists in evaluating the appropriateness of management’s valuation methodology and assessing the reasonability of the discount rate and other inputs used in the impairment analysis based on industry data and other benchmarks.
• Assessed the appropriateness of the disclosures relating to the assumptions used in the impairment assessment in the notes to the consolidated financial statements.

Chartered Professional Accountants
We have served as the Company's auditor since 2024
Vancouver, Canada
March 12, 2026
Suite 2400 - 609 Granville Street, PO Box 10203 LCD Pacific Centre
---	---
1.877.688.8408 T: 604.685.8408 F: 604.685.8594 MNP.ca

KPMG LLP

PO Box 10426 777 Dunsmuir Street

Vancouver BC V7Y 1K3

Canada

Telephone (604) 691-3000

Fax (604) 691-3031

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Orion Digital Corp. (formerly Mogo Inc.):

Opinion on the Consolidated Financial Statements

We have audited, before the effects of the adjustments to retrospectively change the disaggregation of revenue described in note 12, the consolidated statements of operations and comprehensive income (loss), changes in equity (deficit), and cash flows of Orion Digital Corp. (formerly Mogo Inc.) and subsidiaries (the Company) for the year ended December 31, 2023, and the related notes (collectively, the consolidated financial statements). The 2023 consolidated financial statements before the effects of the adjustments described in note 12 are not presented herein. In our opinion, before the effects of the adjustments to retrospectively change the disaggregation of revenue described in note 12, the consolidated financial statements present fairly, in all material respects, the financial performance of the Company and its cash flows for the year ended December 31, 2023, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively change the disaggregation of revenue described in Note 12 and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied. Those adjustments were audited by other auditors.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Orion Digital Corp. (formerly Mogo Inc.)

Page 2

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ KPMG LLP

Chartered Professional Accountants

We served as the Company’s auditor from 2019 to 2024.

Vancouver, Canada

March 20, 2024

Orion Digital Corp.

Consolidated Statements of Financial Position

(Expressed in thousands of Canadian Dollars)

		Note		December 31, <br>2025				December 31, <br>2024
Assets
Cash and cash equivalent					17,702				8,530
Restricted cash					2,462				2,508
Marketable securities		6			14,591				26,085
Loans receivable, net		4			60,650				58,620
Prepaid expenses and other receivables		5			6,495				11,042
Investment portfolio		21			6,484				11,991
Property and equipment					175				364
Investment in sublease, net and right-of-use assets		8			724				1,073
Intangible assets		7			25,996				31,080
Goodwill		20			38,355				38,355
Total assets					173,634				189,648
Liabilities
Accounts payable, accruals and other		9			16,461				22,181
Lease liabilities		8			1,020				1,541
Credit facility		10			51,713				48,792
Debentures		11			31,886				35,287
Deferred tax liability		17			233				630
Total liabilities					101,313				108,431
Equity
Share capital		23a			388,730				389,717
Contributed surplus					39,117				37,424
Foreign currency translation reserve					(1,483	)			(416	)
Deficit					(354,043	)			(345,508	)
Total equity					72,321				81,217
Total equity and liabilities					173,634				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 consolidated financial statements.

F-7

Orion Digital Corp.

Consolidated Statements of Operations and Comprehensive Income (Loss)

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

				Year ended
		Note		December 31, <br>2025				December 31, <br>2024				December 31, <br>2023
Revenue
Subscription and services					42,330				43,108				38,785
Interest revenue					26,287				28,098				26,436
		12,13a			68,617				71,206				65,221
Cost of revenue
Provision for loan losses, net of recoveries		4			18,499				18,415				13,208
Transaction costs					2,370				6,111				5,354
					20,869				24,526				18,562
Gross profit					47,748				46,680				46,659
Operating expenses
Technology and development					11,220				10,635				10,591
Marketing					4,110				4,061				3,340
Customer service and operations					11,164				10,878				10,602
General and administration					14,127				14,457				14,457
Stock-based compensation		23c			1,778				1,938				2,478
Depreciation and amortization		7,8			7,998				8,419				9,067
Total operating expenses		14			50,397				50,388				50,535
Loss from operations					(2,649	)			(3,708	)			(3,876	)
Other expenses (income)
Credit facility interest expense		10			5,721				6,702				6,064
Debenture and other financing expense		11,24			3,184				3,324				3,519
Accretion related to debentures		11			553				687				958
Revaluation gain		15			(5	)			(1,322	)			(9,628	)
Share of loss in investment accounted for using the equity method					—				—				8,267
Other non-operating (income) expense		16			(3,231	)			922				5,231
					6,222				10,313				14,411
Net loss before tax					(8,871	)			(14,021	)			(18,287	)
Income tax recovery		17			(336	)			(341	)			(400	)
Net loss					(8,535	)			(13,680	)			(17,887	)
Other comprehensive loss:
Items that are or may be reclassified subsequently to profit or loss:
Foreign currency translation reserve loss					(1,067	)			(659	)			(316	)
Other comprehensive loss					(1,067	)			(659	)			(316	)
Total comprehensive loss					(9,602	)			(14,339	)			(18,203	)
Net loss per share		18
Basic loss per share					(0.35	)			(0.56	)			(0.72	)
Weighted average number of basic and fully diluted common shares (in 000s)					24,094				24,400				24,853
Weighted average number of fully diluted common shares (in 000s)					24,094				24,400				24,853

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

F-8

Orion Digital Corp.

Consolidated Statements of Changes in Equity (Deficit)

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

		Number of<br>shares, net of treasury shares (000s)					Share<br>capital				Contributed<br>surplus				Foreign currency translation reserve				Deficit				Total
Balance, December 31, 2024			24,281					389,717				37,424				(416	)			(345,508	)			81,217
Net loss			—					—				—				—				(8,535	)			(8,535	)
Purchase of common shares for cancellation (Note 23a)			(548	)				(1,107	)			—				—				—				(1,107	)
Foreign currency translation reserve			—					—				—				(1,067	)			—				(1,067	)
Stock-based compensation (Note 23c)			—					—				1,778				—				—				1,778
Options exercised or converted			19					120				(85	)			—				—				35
Balance, December 31, 2025			23,752					388,730				39,117				(1,483	)			(354,043	)			72,321
		Number of<br>shares, net of treasury shares (000s)					Share<br>capital				Contributed<br>surplus				Foreign currency translation reserve				Deficit				Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Balance, December 31, 2023			24,325					389,806				35,503				243				(331,828	)			93,724
Net loss			—					—				—				—				(13,680	)			(13,680	)
Purchase of common shares for cancellation			(45	)				(104	)			—				—				—				(104	)
Cancellation of replacement awards			(1	)				—				—				—				—				—
Foreign currency translation reserve			—					—				—				(659	)			—				(659	)
Stock-based compensation (Note 23c)			—					—				1,938				—				—				1,938
Options exercised or converted			2					15				(17	)			—				—				(2	)
Balance, December, 2024			24,281					389,717				37,424				(416	)			(345,508	)			81,217
		Number of<br>shares, net of treasury shares (000s)					Share<br>capital				Contributed<br>surplus				Foreign currency translation reserve				Deficit				Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Balance, December 31, 2022			24,892					391,243				33,025				559				(313,941	)			110,886
Net loss			—					—				—				—				(17,887	)			(17,887	)
Purchase of common shares for cancellation			(474	)				(1,193	)			—				—				—				(1,193	)
Cancellation of replacement awards			(3	)				—				—				—				—				—
Foreign currency translation reserve			—					—				—				(316	)			—				(316	)
Warrants issued			—					—				21				—				—				21
Stock-based compensation			—					—				2,457				—				—				2,457
Options and RSUs exercised or converted			(90	)				(244	)			—				—				—				(244	)
Balance, December 31, 2023			24,325					389,806				35,503				243				(331,828	)			93,724

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

F-9

Orion Digital Corp.

Consolidated Statements of Cash Flows

(Expressed in thousands of Canadian Dollars)

			Year ended
Cash provided by (used in) the following activities:	Note		December 31, <br>2025				December 31, <br>2024				December 31, <br>2023
Operating activities
Net loss				(8,535	)			(13,680	)			(17,887	)
Items not affecting cash and other items:
Depreciation and amortization	7,8			7,998				8,419				9,067
Provision for loan losses	4			18,499				18,414				13,778
Credit facility interest expense	10			5,721				6,702				6,064
Debenture and other financing expense	11,24			3,212				3,324				3,518
Accretion related to debentures	11			553				687				958
Share of loss in investment accounted for using the equity method				—				—				8,267
Stock-based compensation expense	23c			1,778				1,938				2,478
Revaluation gain	15			(5	)			(1,322	)			(9,628	)
Other non-operating (income) expense	16			34				1,007				3,408
Income tax recovery	17			(397	)			(341	)			(400	)
				28,858				25,148				19,623
Changes in:
Net issuance of loans receivable				(20,529	)			(15,810	)			(18,655	)
Prepaid expenses, and other receivables and assets	5			4,547				2,022				(2,167	)
Accounts payable, accruals and other	9			(6,026	)			(2,203	)			1,901
Restricted cash				46				(771	)			(159	)
Net investment in sub-lease	8			446				381				13
				7,342				8,767				556
Interest paid				(8,247	)			(9,982	)			(9,668	)
Income taxes paid				(59	)			(56	)			(55	)
Net cash used in operating activities				(964	)			(1,271	)			(9,167	)
Investing activities
Investment in intangible assets	7			(2,609	)			(3,175	)			(3,206	)
Purchase of marketable securities				(5,824	)			(816	)			—
Proceeds from sale of investment portfolio				715				200				334
Proceeds from sale of marketable securities				19,483				1,076				—
Purchases of property and equipment				(49	)			(79	)			(214	)
Net cash provided by (used in) investing activities				11,716				(2,794	)			(3,086	)
Financing activities
Lease liabilities – principal payments				(604	)			(608	)			(571	)
Repayments on debentures	11			(2,333	)			(2,192	)			(2,393	)
Advances on credit facility	10			4,942				1,904				5,344
Repayments on credit facility	10			(2,499	)			(2,517	)			(2,119	)
Repurchase of common shares	23a			(1,107	)			(104	)			(1,122	)
Proceeds from exercise of options				35				—				—
Net cash used in financing activities				(1,566	)			(3,517	)			(861	)
Effect of exchange rate fluctuations on cash and cash equivalents				(14	)			(21	)			(21	)
Net increase (decrease) in cash and cash equivalent				9,172				(7,603	)			(13,135	)
Cash and cash equivalent, beginning of period				8,530				16,133				29,268
Cash and cash equivalent, end of period				17,702				8,530				16,133

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

F-10

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

• Nature of operations

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

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

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

On August 14, 2023, the Company completed a share consolidation of its share capital on the basis of one post-consolidation common share of Orion Digital for each three pre-consolidation common shares of Orion Digital (the "Share Consolidation"). Outstanding stock options and outstanding warrants were similarly adjusted by the Share Consolidation ratio. The Share Consolidation resulted in 74,610,924 pre-consolidation common shares issued and outstanding on August 11, 2023, being consolidated into 24,870,308 post-consolidation common shares on August 14, 2023. In accordance with the Share Consolidation, all common shares and per-share amounts for the prior periods disclosed herein reflect the post-Share Consolidation shares unless otherwise specified.

• Basis of presentation

Statement of compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board®. The policies applied in these consolidated financial statements were based on International Financial Reporting Standards as issued by the International Accounting Standards Board issued and applicable at December 31, 2025.

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

These consolidated financial statements were authorized by the Board of Directors (the “Board”) to be issued on March 12, 2026.

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

F-11

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

Basis of consolidation

The Company has consolidated the assets, liabilities, revenues and expenses of all its subsidiaries and its parent entity. The consolidated financial statements include the accounts of the Company, and its direct and indirect wholly-owned subsidiaries, Mogo Finance Technology Inc., Mogo Financial (Alberta) Inc., Mogo Financial (B.C.) Inc., Mogo Financial Inc., Mogo Financial (Ontario) Inc., Mogo Mortgage Technology Inc., Mogo Technology Inc. (a US subsidiary), Mogo Blockchain Technology Inc., Mogo Wallet Inc. (formerly Mogo Wealth Technology Inc.), Thurlow Management Inc., Carta Solutions Holding Corp., Carta Solutions Processing Services (Cyprus) Ltd., Carta Financial Services Ltd. (a UK subsidiary), Carta Solutions Processing Services Corp., Carta Solutions Processing Services Corp. (a Morocco subsidiary), Carta Solutions Singapore PTE. Ltd. (a Singapore subsidiary), Carta Worldwide Inc., Carta Americas Inc. (a US subsidiary), Moka Financial Technologies Inc., Moka Financial Technologies Europe (a France subsidiary), Mogo Asset Management Inc. (formerly Tactex Asset Management Inc.), Tactex Advisors Inc. (a US subsidiary), NumberJacks Services Inc., and MogoTrade Inc. (formerly known as Fortification). The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies.

Subsequent to year end Mogo Asset Management Inc., MogoTrade Inc. and Moka Financial Technologies Inc. changed their names to IntelligentInvesting Wealth Management Inc., IntelligentInvesting Securities Inc., and IntelligentInvesting Financial Technologies Inc. respectively.

Subsidiaries are entities controlled by the Company. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

An entity is consolidated if the Company concludes that it controls the entity. The following circumstances may indicate a relationship in which, in substance, Orion Digital controls and therefore consolidates the entity:

• The Company has power over the entity whereby the Company has the ability to direct the relevant activities (i.e., the activities that affect the entity’s returns);
• The Company is exposed, or has rights, to variable returns from its involvement with the entity; and
• The Company has the ability to use its power over the entity to affect the amount of the entity’s returns.

All inter‑company balances, income and expenses and unrealized gains and losses resulting from inter‑company transactions are eliminated in full.

F-12

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

• Material accounting policies

The Company has consistently applied the following accounting policies to all periods presented in these consolidated financial statements, unless mentioned otherwise.

• Revenue recognition

Revenue consists of subscription and services revenue and interest revenue. Subscription and services revenue includes revenue generated from the Company’s wealth and payments businesses, and other subscription and services revenue. Interest revenue is comprised of revenue generated from the Company’s consumer lending portfolio.

Subscription and services revenue

Subscription and services revenue is comprised primarily of revenue generated from the Company’s wealth and payments businesses and includes subscription revenue, payments revenue, management fee revenue and brokerage revenue. Subscription and services revenue is measured based on the consideration specified in a contract with customers. The Company recognizes revenue over time as the customer simultaneously receives and consumes the benefits of the services provided.

Subscription revenue

The Company earns subscription revenue through its subscription-based offerings including its digital wealth and investing products, loan protection services, and premium account services which include access to the Company's investing products. Loan protection services consist of commissions earned on loan insurance offered by a third party in which Orion Digital acts as the agent to customers who enroll in these services.

The Company’s subscription revenues are derived from contracts with individual users. Loan protection services and premium account services are billed in advance of the start of their monthly subscription and revenues are recognized ratably over each monthly subscription period.

Investing products are billed at the end of each period and revenues are recognized over time as the service is provided, these revenues are included in the wealth category in Note 12.

Payments revenue

The Company’s payments revenue is derived from long-term processing contracts with financial and non-financial institutions. Payments revenue is generated primarily from processing fees charged for transaction authorization and processing service, including maintenance fees, provided through the Company’s payments infrastructure platform with fees typically based on the number of transactions processed and/or cards boarded by the Company’s customers. Customer payment terms range from 30 to 60 days from the invoice date.

Payments revenue typically includes a performance obligation to provide processing services to its customers. The Company has determined that payments services represent a stand-ready series of distinct daily services that are substantially the same, with the same pattern of service performed for the customer. As a result, the Company has determined that payments revenue arrangements represent an individual performance obligation. The Company recognizes revenue in the amount to which it has the right to invoice to customers, as this amount corresponds directly with the value of the services provided.

F-13

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

• Material accounting policies (Continued from previous page)
• Revenue recognition (Continued from previous page)

In addition, the Company may charge certain one-time setup fees related to onboarding customers to the processing platform. These fees are recognized partly upon customer acceptance and partly over the contract period on a straight-line basis, commencing when services to set up the customer have been completed.

Management fee revenue

Revenue from management services consists of management fees earned through investment advisory services and from investment fund management. The Company recognizes management fee revenue over time as the funds are managed for customers. Payment is due at the time of assessment. These revenues are included in the wealth category in Note 12.

Brokerage revenue

Brokerage revenue relates to the Company’s legacy institutional brokerage activities. Brokerage revenue arising from negotiating or participating in the negotiation of a transaction acting as the principal on behalf of a third party, such as an agreement to acquire shares or other securities or to buy or sell businesses, is recognized at the closing of the underlying transaction. Fee revenue or components thereof are recognized at the point in time when the related transaction is executed.

Interest revenue

Interest revenue represents interest on the Company's consumer lending portfolio. Interest is recognized on an effective interest basis during the period, and fees are recognized when assessed to the customer either bi-weekly or monthly. The Company calculates the effective interest rate on credit impaired loans net of the expected credit losses. Payment is due at the time of assessment.

b) Cost of revenue

Cost of revenue consists of provision for loan losses and transaction costs. Transaction costs are costs which are directly attributable and scale proportionally to revenue. Costs which do not meet these criteria are considered operating expenses. Transactions costs include commissions and fees paid to third parties, and expenses that relate directly to the acquisition and processing of new customers (excluding marketing) and include expenses such as data aggregation costs, payment facilitation costs, credit scoring fees, and loan system transaction fees.

F-14

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

3.  Material accounting policies (Continued from previous page)
   

• Financial instruments

Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred, and the Company has transferred substantially all risks and rewards of ownership. Financial liabilities are derecognized when the obligation specified in the contract is discharged, cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the consolidated statements of operations and comprehensive income (loss).

Classification and measurement of financial assets and financial liabilities

At initial recognition, the Company measures a financial asset at its fair value. For financial assets not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset, are added to its initial carrying value. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss. Financial liabilities are recognized initially at fair value and are classified as amortized cost or as fair value through profit or loss (“FVTPL”). A financial liability is classified as at FVTPL if it is classified as held-for trading, it is a derivative or it is designated as such on initial recognition.

The Company classifies its financial assets between those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss), and those to be measured at amortized cost. Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as FVTPL:

• it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
• its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt investment is measured at fair value through other comprehensive income (“FVOCI”) if it meets both of the following conditions and is not designated as at FVTPL:

• it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
• its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL.

Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss. Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense is recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.

F-15

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

• Material accounting policies (Continued from previous page)
• Financial instruments (Continued from previous page)

The Company’s financial instruments measured at amortized cost include cash and cash equivalent, restricted cash, loans receivable, brokerage firm receivables, accounts and other receivables, accounts payable and accruals, client liabilities, lease liabilities, credit facility, and debentures.

Brokerage firm receivables are client funds held at brokerages. Client liabilities are client funds held by the Company in trust or at brokerages. These funds are held to be utilized for client investments.

Accounts receivable is recorded net of a provision for doubtful accounts. To determine the provision management applies a simplified approach and measures the loss allowance at an amount equal to the lifetime expected credit losses.

The Company’s financial instruments measured at FVTPL include marketable securities and investment portfolio.

Realized gains or losses on the disposal of investments are determined based on the cost. Unrealized gains or losses on investments and derivative instruments are determined based on the change in fair value at each reporting period.

Impairment of financial assets

Expected credit loss model

The expected credit loss (“ECL”) model is a three-stage impairment approach used to measure the allowance for loan losses on loans receivable at each reporting period date. Loans are classified under one of three stages based on changes in credit quality since initial recognition. Stage 1 loans consist of performing loans that have not had a significant increase in credit risk since initial recognition. Loans that have experienced a significant increase in credit risk since initial recognition are classified as Stage 2, and loans considered to be credit-impaired are classified as Stage 3. The Company routinely refinances its existing customers (through an extension of further credit or funding under an existing line), and accordingly, does not consider a refinancing to be an indicator of increased credit risk. The allowance for loan losses on both Stage 2 and Stage 3 loans is measured at lifetime ECLs. The allowance for loan losses on Stage 1 loans is measured at an amount equal to 12-month ECLs, representing the portion of lifetime ECLs expected to result from default events possible within 12 months of the reporting date. The Company’s measurement of ECLs is impacted by forward looking indicators (“FLIs”) including the consideration of forward macroeconomic conditions. Management has applied a probability weighted approach to the measurement of ECL as at December 31, 2025, involving multiple scenarios and FLIs. Refer to Note 4 for more details.

Assessment of significant increase in credit risk

Significant increases in credit risk are assessed based on changes in probability of default of loans receivable subsequent to initial recognition. The Company uses past due information to determine whether credit risk has increased significantly since initial recognition. Loans receivable are considered to have experienced a significant increase in credit risk and are reclassified to Stage 2 if a contractual payment is more than 30 days past due as at the reporting date.

The Company defines default as the earlier of when a contractual loan payment is more than 90 days past due or when a loan becomes insolvent as a result of customer bankruptcy. Loans that have experienced a default event are considered to be credit-impaired and are reclassified as Stage 3 loans.

F-16

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

• Material accounting policies (Continued from previous page)
• Financial instruments (Continued from previous page)

Measurement of expected credit losses

ECLs are measured as the calculated expected value of cash shortfalls over the remaining life of a loan receivable, using a probability-weighted approach that reflects reasonable and supportable information about historical loss rates, post-charge off recoveries, current conditions and forward-looking indicators such as unemployment rates, inflation rates, bank prime rates and GDP growth rates. The measurement of ECLs primarily involves using this information to determine both the expected probability of a default event occurring and expected losses resulting from such default events. Loans are grouped according to product type, customer tenure and aging for the purpose of assessing ECLs. Historical loss rates and probability weights are re-assessed quarterly and subject to management review.

• Intangible assets

Intangible assets are measured at cost less accumulated amortization and impairment losses. Intangible assets include internally generated and acquired software, acquired technology assets, regulatory licenses, and customer relationships with finite useful lives. Acquired brand and trade names are considered to have indefinite useful lives. Internally generated software costs primarily consist of salaries and payroll-related costs for employees directly involved in the development efforts and fees paid to outside consultants.

Amortization is recorded at rates intended to amortize the cost of the intangible assets over their estimated useful lives as follows:

		Rate
Software - Internally generated		5 years straight line
Software licenses		5 years straight line
Technology assets - Acquired		10 years straight line
Customer relationships		7 to 10 years straight line
Regulatory licenses		5 years straight line
Brand and trade name		Indefinite

Development costs, including those related to the development of software, are recognized as an intangible asset when the Company can demonstrate:

• the technical feasibility of completing the intangible asset so that it will be available for use or sale;
• its intention to complete and its ability to use or sell the asset;
• how the asset will generate future economic benefits;
• the availability of resources to complete the asset; and
• the ability to measure reliably the expenditure during development.

Following initial recognition of the development expenditure as an asset, the cost model is applied requiring the asset to be carried at cost less any accumulated amortization and accumulated impairment losses. Amortization of the asset begins when development is complete, and the asset is available for use. During the period of development, the asset is tested for impairment annually.

F-17

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

• Material accounting policies (Continued from previous page)

e) Goodwill

Goodwill represents the future economic benefits arising from a business combination that are not individually identified and separately recognized. Goodwill is measured at cost less accumulated impairment losses. Goodwill is tested for impairment annually or when indicators of impairment exist.

f) Impairment of non-financial assets

At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash‑generating units (“CGUs”) to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual CGUs, or otherwise they are allocated to the smallest group of CGUs for which a reasonable and consistent allocation basis can be identified.

For impairment testing purposes, the Company evaluates the following CGU or Groups of CGUs:

• Carta; and
• Remaining Orion Digital related entities.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.

The recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre‑tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset or CGU is estimated to be less than its carrying amount, the carrying amount of the asset or CGU is reduced to its recoverable amount. An impairment loss is recognized immediately in the consolidated statements of operations and comprehensive income (loss).

Other than for goodwill, where an impairment loss subsequently reverses, the carrying amount of the asset or CGU is increased to the revised estimate of its recoverable amount, such that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset or CGU in prior years. A reversal of an impairment loss is recognized in the consolidated statements of operations and comprehensive income (loss).

g) Foreign currency translation

The 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. Transactions in foreign currencies are initially recorded in the respective functional currencies at the rate prevailing at the date of the transaction. Monetary items are translated into the functional currency at the exchange rate in effect as at the date of the statement financial position and non-monetary items are translated as at the rate of exchange in effect when the assets were acquired or the obligation was incurred. Revenue and expenses are translated into Canadian dollars using average monthly exchange rates.

F-18

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

• Material accounting policies (Continued from previous page)

g) Foreign currency translation (Continued from previous page)

Foreign exchange gains or losses are recorded to revaluation loss (gain) in the consolidated statements of operations and comprehensive income (loss). The functional currency of each subsidiary that is not in Canadian dollars is as follows: Carta Financial Services Ltd. (British pound sterling (GBP)), Carta Solutions Processing Services Cyprus Ltd. (Euro (EUR)), Carta Solutions Processing Services Corp. (Moroccan Dirham (MAD)), Carta Solutions Singapore PTE. Ltd. (Singapore Dollar (SGD)), Carta Americas Inc. (United States dollar (USD)), Moka Financial Technologies Europe (EUR), and Tactex Advisors Inc. (USD).

h) Foreign operations

The assets and liabilities of foreign operations are translated to the presentation currency using exchange rates at the reporting date. The revenue and expenses of foreign operations are translated to the presentation currency using exchange rates at the dates of the transactions. Foreign currency differences are recognized in foreign current translation reserve within other comprehensive income.

Foreign exchange gains or losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely to occur in the foreseeable future and which in substance is considered to form part of the net investment in the foreign operation, are recognized in other comprehensive income in the translation reserve.

i) Income taxes

Income tax expense is comprised of current and deferred tax. Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

Deferred tax assets are recognized to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized.

j) Share-based payments

The Company measures equity settled stock options granted to directors, officers, employees and consultants based on their fair value at the grant date and recognizes compensation expense over the vesting period. Measurement inputs include the Company’s share price on the measurement date, the exercise price of the option or warrant, the expected volatility of the Company’s shares, the expected life of the options or warrants, and the risk-free rate of return. Dividends are not factored in as the Company does not expect to pay dividends in the foreseeable future. Expected forfeitures are estimated at the date of grant and subsequently adjusted if further information indicates actual forfeitures may vary from the original estimate.

Share-based payment arrangements with non-employees in which the Company receives goods or services as consideration for its own equity instruments are accounted for as equity-settled share-based payments transactions. The share-based payments are measured based on the fair value of the goods or services received if the fair value can be reliably measured. Otherwise, the share-based payments are measured based on the fair value of the share-based awards using the black scholes model which incorporates expected life, risk free interest rate, volatility, exercise price, and fair value of the underlying equity instrument at the time the goods or services are received

F-19

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

• Material accounting policies (Continued from previous page)

k) Earnings per share

The computation of earnings per share is based on the weighted average number of shares outstanding during the period and profit attributable to the common shareholders. Diluted earnings per share are computed in a similar way to basic earnings per share except that the weighted average shares outstanding are increased to include the additional effects of all dilutive potential common shares assuming the exercise of share options or warrants.

l) Investment in associate

An associate is an entity over which the Company has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

Any investments in associates are accounted for using the equity method. Under the equity method, the investment in an associate is initially recognized at cost. The carrying amount of the investment is adjusted to recognize changes in the Company’s share of the profit or loss and other comprehensive income of the associate since the acquisition date. Goodwill relating to the associate is included in the carrying amount of the investment and is not tested for impairment separately.

The consolidated statements of operations and comprehensive income (loss) reflects the Company’s share of the results of operations of the associate. Unrealized gains and losses resulting from transactions between the Company and the associate are eliminated to the extent of the interest in the associate.

The aggregate of the Company’s share of an associate’s profit or loss after tax is shown on the face of the consolidated statements of operations and comprehensive income (loss) as a separate line item. The financial statements of the associate are prepared for the same reporting period as the Company. When necessary, adjustments are made to bring the accounting policies in line with those of the Company. After application of the equity method, the Company determines whether it is necessary to recognize an impairment loss on its investment in its associate. At each reporting date, the Company determines whether there is objective evidence that the investment in the associate is impaired. If there is such evidence, the Company calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value, and then recognizes the loss within its share of profit or loss of an associate in the consolidated statements of operations and comprehensive income (loss).

If significant influence over an entity is lost, the Company recognizes a gain or loss in profit or loss and will then account for the investment as a financial instrument, as outlined in Note 3(c).

m) Cash and cash equivalents and restricted cash

Cash and cash equivalent in the consolidated statements of financial position and cash flows is comprised of cash held at financial institutions, cash held on hand and short-term highly liquid deposits with an original maturity of three months or less that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value. Restricted cash is cash subject to restrictions that prevents its use for current purposes.

n) Cash Flow Classification

The Company classifies cash flows from investments, such as dividends, interest, and other investment-related income not related to the disposition of an investment, as operating cash flows because such amounts enter into the determination of profit or loss.

F-20

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

3. Material accounting policies (Continued from previous page)

o) Leases

The Company has lease agreements for its office spaces. The Company assesses at the lease commencement date whether it is reasonably certain to exercise the extension option. The Company re-assesses whether it is reasonably certain to exercise the options if there is a significant event or significant change in circumstances within its control.

Right-of-use assets

Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any re-measurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct cost incurred, and lease payments made at or before the commencement date less any lease incentives received. The right-of-use assets are depreciated on a straight-line basis over the lease term. Right-of-use assets are subject to an evaluation of impairment if any indicators of impairment are noted.

Lease liabilities

The Company recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payment includes fixed payments (including in-substance fixed payments). Variable payments other than those that depend on an index or a rate are recorded in general and administration expenses as incurred.

In calculating the present value of lease payments, the Company uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is re-measured if there is a modification, a change in the lease term or a change in the in-substance fixed lease payments.

Subleases

For subleases classified as a finance lease, the Company de-recognizes the right-of-use asset relating to the head lease and recognizes a net investment in the sublease. Any difference between the right-of-use asset and the net investment in the finance sublease is recognized in profit or loss. The Company measures the net investment in the sublease at an amount equal to the present value of the lease payments of the underlying right-of-use asset. The net investment in the sublease lease is depreciated on a straight-line basis over the lease term.

Short-term leases and leases of low-value assets

The Company applies the short-term lease recognition exemption to its short-term leases of properties (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered of low value. Lease payments on short-term leases and leases of low-value assets are recognized as expenses in the period incurred.

F-21

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

• Material accounting policies (Continued from previous page)

p) Significant accounting judgements, estimates and assumptions

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 year. 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.

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

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

Significant accounting judgements

The following are the critical judgements, apart from those involving estimations that have been made in the process of applying the Company’s accounting policies, which have the most significant effect on the amounts recognized in the consolidated financial statements.

Expected credit losses

In applying its accounting policy for the expected credit loss model, the Company applies judgment in defining significant increase in defaults, and its write-offs policy. Refer to Note 4 for further details.

Operating segments

The Company does not present segmented information as it has determined that its operations fall under one segment. The chief operating decision maker assesses performance and determines resource allocation on a consolidated level.

Assessment of the going concern

Based on cash flow forecasts, the Company believes that it will have sufficient liquidity to operate and discharge its liabilities as they become due. Development of these forecasts required management to make subjective estimates and assumptions related to forecasted revenue and loan growth rates, and access to undrawn funds under existing credit facilities for financing new loans.

Significant accounting estimates and assumptions

These estimates and assumptions are based on management’s historical experience, best knowledge of current events, conditions and actions that the Company may undertake in the future and other factors that management believes are reasonable under the circumstances.

F-22

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

• Material accounting policies (Continued from previous page)

p) Significant accounting judgements, estimates and assumptions (Continued from previous page)

These estimates and assumptions are reviewed periodically, and the effect of a change in accounting estimate or assumption is recognized prospectively by including it in the consolidated statements of operations and comprehensive income (loss) in the period of the change and in any future periods affected.

The areas where estimates and assumptions have the most significant effect on the amounts recognized in the consolidated financial statements include the following:

(i) Provision for loan losses, net of recoveries

The provision for loan losses consists of amounts charged to the consolidated statements of operations and comprehensive income (loss) during the period to maintain an adequate allowance for loan losses. The Company's allowance for loan losses represents its estimate of the expected credit losses expected from its existing loan portfolio and is based on a variety of factors, including the composition and quality of the portfolio, loan-specific information gathered through collection efforts, delinquency levels, estimate of impaired loans recoveries, historical charge-off and loss experience, the Company's expectations of future loan performance, and general forward-looking macroeconomic conditions. The methodology and assumptions used in setting the loan loss allowance are reviewed regularly to reduce any difference between loss estimates and actual loss experience.

The determination of the recoverable amount on charged-off loans represents a component of the allowance for expected credit losses and involves a significant accounting estimate. Impaired loans are loans for which the Company has determined there is no reasonable expectation of full recovery. The Company recognizes the portion of the receivable expected to be collected based on estimated future cashflows and may continue collection activities to recover a portion of the contractual cashflows. The estimation of recoverable amounts is subject to inherent uncertainty because it requires management to assess the timing and amount of future cash flows that may be collected after charge-off, which are not directly observable and may vary from actual outcomes.

In determining the recoverable amount on charged-off loans, management applies judgement and uses historical recovery experience, delinquency status, and origination period, adjusted as appropriate to reflect current conditions and forward-looking information. The estimate reflects management’s expectations regarding future recoveries, including the probability of collection, expected cash recovery rates, and the estimated timing of recoveries. These assumptions are reviewed regularly and updated based on recent collection performance and other relevant information.

(ii) Fair value of privately held investments

Estimating fair value requires that significant judgment be applied to each individual investment. For privately held investments, the fair value of each investment is measured using the most appropriate valuation methodology or combination of methodologies in the judgment of management in light of the specific nature, facts and circumstances surrounding that investment. This may take into consideration, but not be limited to, one or more of the following: valuations of recent or in-progress funding rounds, forward revenue and earnings projections, comparable peer valuation multiples, and the initial cost base of the investment. Actual results could differ significantly from these estimates.

(iii) Impairment testing of intangible assets and goodwill

Management is required to use judgement in determining the CGUs and reviewing impairment indicators. Management reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. Management must apply a range of assumptions and considers estimated cashflows based on actual operating results as well as industry and market trends. These projections are inherently uncertain due to market and economic factors.

F-23

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

3. Material accounting policies (Continued from previous page)

q) 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 consolidated financial statements of the Company.

Standards issued but not yet effective

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

In May 2024, the International Accounting Standards Board issued narrow-scope amendments to IFRS 9 Financial Instruments and related disclosure requirements in IFRS 7, effective for annual periods beginning on or after January 1, 2026. The amendments clarify the recognition and derecognition criteria for financial assets and liabilities and introduce an optional accounting policy choice to derecognise financial liabilities settled through electronic payment systems before the settlement date, provided specific criteria are met. Financial assets continue to be derecognised when contractual rights to the cash flows expire or the asset is transferred. The Company is currently assessing the impact of these amendments on its consolidated financial statements and does not expect their adoption to have a material effect.

F-24

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

• Loans receivable

Loans receivable represent lines of credit advanced to customers in the normal course of business. The following table provides a breakdown of gross loans receivable and allowance for loan losses by aging bucket, which represents the Company's assessment of credit risk exposure and by their IFRS 9 – Financial Instruments expected credit loss measurement stage. Stage 3 gross loans receivable include net balances outstanding and still anticipated to be collected for loans previously charged off (December 31, 2025 - $3,517, December 31, 2024 - $3,472). These are carried in gross receivables at the net expected collectable amount with no associated allowance.

				As at December 31, 2025
Risk Category		Days past due		Stage 1				Stage 2				Stage 3				Total
Strong		Not past due			61,350				—				—				61,350
Lower risk		1-30 days past due			4,173				—				—				4,173
Medium risk		31-60 days past due			—				1,147				—				1,147
Higher risk		61-90 days past due			—				898				—				898
Non-performing		91+ days past due or bankrupt			—				—				10,064				10,064
		Gross loans receivable			65,523				2,045				10,064				77,632
		Allowance for loan losses			(9,481	)			(1,634	)			(5,867	)			(16,982	)
		Loans receivable, net			56,042				411				4,197				60,650
				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-25

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

4. Loans receivable (Continued from previous page)

In determination of the Company’s allowance for loan losses, internally developed models are used to factor in credit risk related metrics, including the probability of defaults, the loss given default and other relevant risk factors. Management also considered the impact of key macroeconomic factors and determined that historic loan losses are mostly correlated with unemployment rate, inflation rate, bank prime rate and GDP growth rate. These macroeconomic factors were used to generate various forward-looking scenarios used in the calculation of allowance for loan losses. If management were to assign 100% probability to a pessimistic scenario forecast, the allowance for credit losses would have been $1,002 higher than the reported allowance for credit losses as at December 31, 2025 (December 31, 2024 – $1,404 higher). The following table provides a reconciliation of the allowance for loan losses:

		As at December 31, 2025
		Stage 1				Stage 2				Stage 3				Total
Balance as at January 1, 2025			7,088				1,336				5,652				14,076
Increase in allowance from new originations			3,699				—				—				3,699
Decrease in allowance from principal payments			(1,248	)			13				(31	)			(1,266	)
Change in measurement of allowance			2,382				172				(56	)			2,498
Re-measurement of transfers			(117	)			1,409				14,065				15,357
Transfer to (from)
Stage 1 – 12-month ECLs			127				(118	)			(9	)			—
Stage 2 – Lifetime ECLs			(310	)			311				(1	)			—
Stage 3 – Lifetime ECLs			(2,140	)			(1,489	)			3,640				11
Gross charge-offs (excluding recoveries)			—				—				(17,393	)			(17,393	)
Balance as at December 31, 2025			9,481				1,634				5,867				16,982
		As at December 31, 2024
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
		Stage 1				Stage 2				Stage 3				Total
Balance as at January 1, 2024			6,445				1,266				4,844				12,555
Increase in allowance from new originations			2,676				—				—				2,676
Decrease in allowance from principal payments			(1,004	)			9				(103	)			(1,098	)
Change in measurement of allowance			1,025				83				100				1,208
Re-measurement of transfers			(80	)			1,188				14,518				15,626
Transfer to (from)
Stage 1 – 12-month ECLs			96				(96	)			—				—
Stage 2 – Lifetime ECLs			(231	)			232				(1	)			—
Stage 3 – Lifetime ECLs			(1,839	)			(1,346	)			3,187				2
Gross charge-offs (excluding recoveries)			—				—				(16,893	)			(16,893	)
Balance as at December 31, 2024			7,088				1,336				5,652				14,076

F-26

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

5. Prepaid expenses and other receivables

		As at
		December 31, <br>2025				December 31, <br>2024
Prepaid expenses			1,649				1,551
Accounts receivable			3,461				2,498
Brokerage firm receivables			584				5,287
Deposits and other receivables			801				1,706
Total			6,495				11,042

Accounts receivable of $3,461 as at year ended December 31, 2025 of which $2,879 is current and $582 is greater than 30 days.

• Marketable securities

Set out below are the carrying amounts of the Company’s marketable securities recognized and the movements during the year ended December 31, 2025 and 2024:

		As at
		December 31, <br>2025				December 31, <br>2024
WonderFi Technologies Inc.			8,698				25,654
Bitcoin ETFs			3,563				119
Others			2,330				312
Total			14,591				26,085

F-27

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

7. Intangible assets

		Internally<br>generated technology– <br>completed			Internally<br>generated technology–<br>in progress			Software<br>licenses			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	)		—			—			—			—			—			—
Foreign exchange translation			—			—			11			—			—			—			—			11
Balance, December 31, 2024			26,780			2,087			498			21,000			8,900			1,000			6,800			67,065
Additions			—			2,609			—			—			—			—			—			2,609
Impairment			—			(34	)		—			—			—			—			—			(34	)
Derecognition – fully amortized assets			—			—			(535	)		—			—			—			—			(535	)
Transfers			2,295			(2,295	)		—			—			—			—			—			—
Foreign exchange translation			—			5			37			—			—			—			—			42
Balance, December 31, 2025			29,075			2,372			—			21,000			8,900			1,000			6,800			69,147
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			—			—			—			—			—			—			—			—
Foreign exchange translation			—			—			7			—			—			—			—			7
Balance, December 31, 2024			17,966			—			408			8,022			4,622			—			4,967			35,985
Amortization			3,047			—			96			2,101			1,065			—			1,361			7,670
Derecognition – fully amortized assets			—			—			(535	)		—			—			—			—			(535	)
Foreign exchange translation			—			—			31			—			—			—			—			31
Balance, December 31, 2025			21,013			—			—			10,123			5,687			—			6,328			43,151
Net book value
Balance, December 31, 2024			8,814			2,087			90			12,978			4,278			1,000			1,833			31,080
Balance, December 31, 2025			8,062			2,372			—			10,877			3,213			1,000			472			25,996

Amortization of intangible assets of $7,670 for the year ended December 31, 2025 (December 31, 2024 – $8,064) is included in depreciation and amortization in the consolidated statements of operations and comprehensive income (loss).

Impairment charges of $34 were recognized in other non-operating expense for the year ended December 31, 2025 (December 31, 2024 – $597).

F-28

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

8. Leases

During the year, the Company has not made any re-assessments related to extension options. Information about leases for which the Company is a lessee is presented below:

Amount recognized in the consolidated statements of financial position:

(i) Right-of-use assets and lease liabilities

The right-of-use assets are included in the investment in sublease on the statement of financial position. Set out below are the carrying amounts of the Company’s right-of-use assets and lease liabilities recognized and the movements during the year ended December 31, 2025 and 2024:

		Right-of-use assets				Lease liabilities
Balance, as at December 31, 2023			670				2,709
Modification of lease			(477	)			(560	)
Depreciation			(109	)			—
Interest expense			—				140
Payments			—				(748	)
Balance, as at December 31, 2024			84				1,541
Additions			83				83
Depreciation			(88	)			—
Interest expense			—				77
Payments			—				(681	)
Balance, as at December 31, 2025			79				1,020

(ii) Investment in Sublease, net

		As at
		December 31, <br>2025				December 31, <br>2024
Balance, beginning of the period			989				1,228
Interest accretion			105				142
Payments from sublessor			(449	)			(381	)
Balance, end of the period			645				989

F-29

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

8. Leases (Continued from previous page)

Amount recognized in the consolidated statements of operations and comprehensive income (loss):

		Year ended
		December 31, <br>2025				December 31, <br>2024				December 31, <br>2023
Depreciation of right-of-use assets			89				107				304
Interest expense on lease liabilities			77				140				178
Expenses relating to short term leases			412				508				449
Impairment			—				—				669
Variable lease payments			82				123				429
Total			660				878				2,029

Depreciation of right-of-use assets is included in depreciation and amortization expense. Interest expense related to lease liabilities is included in debenture and other financing expense.

The Company in its cash flow has classified cash payment related to principal portion of $604 (December 31, 2024 – $608) of lease payments as financing activities and cash payments related to interest portion of $77 (December 31, 2024 – $140) as operating activities.

9. Accounts payable and accruals

		As at
		December 31, <br>2025				December 31, <br>2024
Accounts payables			3,352				4,515
Accrued expenses			6,432				7,458
Accrued wages and other benefits			2,607				1,262
Client liabilities			3,046				7,795
Other			1,024				1,151
Total			16,461				22,181

F-30

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

10. Credit facility

The credit facility consists of a $60,000 senior secured credit facility. On February 26, 2025, the Company amended its credit facility to extend the maturity date by three years, from January 2, 2026 until January 2, 2029. As part of the amendment, certain financial covenants were modified, and the interest rate was reduced by 100 basis points to 7% plus the greater of i) 2% and ii) the Secured Overnight Financing Rate (“SOFR”). There is a 0.33% fee on the available but undrawn portion of the $60,000 facility. Availability under the facility is determined monthly based on the level of eligible loan receivables. Borrowing capacity fluctuates with the amount of eligible loans, and any borrowings in excess of the eligible loan receivables must be repaid in accordance with the terms of the agreement. The principal and interest balance outstanding for the credit facility as at December 31, 2025 was $51,713 (December 31, 2024 – $48,792).

The credit facility is subject to certain covenants and events of default. As at December 31, 2025 and December 31, 2024, the Company was in compliance with these covenants. Interest expense on the credit facility for the year ended December 31, 2025 of $5,721 (December 31, 2024 – $6,702) is included in credit facility interest expense in the consolidated statements of operations and comprehensive income (loss). Interest payments are due semi-monthly.

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.

The Company has pledged financial instruments as collateral against its credit facilities. Borrowing capacity under the facility is influenced by the composition of these assets. Under the terms of the general security agreement, assets pledged as collateral primarily include loans receivable with a carrying amount equal to $60,650 (December 31, 2024 – $58,620) and cash and cash equivalents with a balance of $586 (December 31, 2024 – $254).

		As at
		December 31, <br>2025				December 31, 2024
Balance, beginning of the period			48,792				49,405
Advances from credit facility			4,942				1,904
Payments on credit facility			(2,499	)			(2,517	)
Interest payable			478				—
Balance, end of the period			51,713				48,792

F-31

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

11. 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.

		As at
		December 31, <br>2025				December 31, <br>2024
Principal balance			32,685				35,257
Discount			(1,501	)			(701	)
			31,184				34,556
Interest payable			702				731
			31,886				35,287
		As at
---	---	---	---	---	---	---	---	---
		December 31, <br>2025				December 31, <br>2024
Balance, beginning of the period			35,287				36,783
Principal repayments			(2,333	)			(2,192	)
Discount accretion			553				687
Modification			(1,345	)			(364	)
Other			(276	)			373
Balance, end of the period			31,886				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 which is 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 consolidated statements of operations and comprehensive income (loss).

F-32

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

11. Debentures (Continued from previous page)

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

		Principal component of quarterly payment				Principal due on maturity				Total
2026			2,249				—				2,249
2027			2,434				—				2,434
2028			2,635				—				2,635
2029			662				24,705				25,367
			7,980				24,705				32,685

The debenture repayments are payable in either cash or Common Shares at Orion Digital'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.

12. Revenue

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

		Year ended
		December 31, <br>2025				December 31, <br>2024				December 31, <br>2023
Interest revenue			26,287				28,098				26,436
Wealth revenue			14,542				10,670				9,203
Payments revenue			9,906				8,634				7,166
Other Subscription and Services revenue			17,882				23,804				22,416
Total revenue			68,617				71,206				65,221

F-33

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

13. Geographic information
    

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

		Year ended
		December 31, <br>2025				December 31, <br>2024				December 31, <br>2023
Canada			58,958				63,314				59,104
Europe			9,659				7,892				6,117
Total			68,617				71,206				65,221

b) 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
		December 31, <br>2025				December 31, <br>2024
Canada			65,134				70,623
Europe			100				233
Other			16				16
Total			65,250				70,872

F-34

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

14. Expense by nature and function

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

		Year ended
		December 31, <br>2025				December 31, <br>2024				December 31, <br>2023
Personnel expense			22,697				20,349				20,226
Depreciation and amortization			7,998				8,419				9,067
Hosting and software licenses			5,765				5,530				5,355
Marketing			3,937				3,915				3,120
Professional services			2,755				2,757				2,414
Stock-based compensation			1,778				1,938				2,479
Insurance and licenses			1,511				1,595				2,000
Credit verification costs			980				1,092				1,256
Premises			702				752				1,029
Others			2,274				4,041				3,589
Total			50,397				50,388				50,535

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

		Year ended
		December 31, <br>2025				December 31, <br>2024				December 31, <br>2023
Technology and development			16,623				15,902				15,906
Marketing			4,158				4,105				3,379
Customer service and operations			11,524				11,359				11,351
General and administration			18,092				19,022				19,899
Total			50,397				50,388				50,535

F-35

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

15. Revaluation loss (gain)

		Year ended
		December 31, <br>2025				December 31, <br>2024				December 31, <br>2023
Revaluation gain on derivative financial liabilities			—				(35	)			(379	)
Realized loss on investment portfolio and marketable securities			508				20				340
Unrealized loss (gain) on investment portfolio and marketable securities			1,903				(209	)			(9,659	)
Unrealized (gain) loss on debentures			(1,345	)			(364	)			32
Realized foreign exchange (gain) loss			(4	)			34				46
Unrealized foreign exchange gain			(1,067	)			(768	)			(8	)
Total			(5	)			(1,322	)			(9,628	)

16. Other non-operating expense (income)
    

		Year ended
		December 31, <br>2025				December 31, <br>2024				December 31, <br>2023
Restructuring charges			122				128				4,519
Impairment of intangible assets			—				597				—
Income from investor arrangements			(4,000	)			—				—
Other			647				197				712
Total			(3,231	)			922				5,231

During the year ended December 31, 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 year ended December 31, 2025 the Company recognized $4,000 as Other Income upon satisfaction of these obligations, as the transaction is non-recurring and outside the ordinary course of operations. The related cash inflows are included in operating cash flows for the year.

F-36

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

17. Income taxes
    

• Provision for income taxes

The major components of provision for income taxes are as follows:

		Year ended
		December 31, <br>2025				December 31, <br>2024				December 31, <br>2023
Current tax expense			60				52				19
Deferred tax recovery			(396	)			(393	)			(419	)
Income tax recovery			(336	)			(341	)			(400	)

The reconciliation of the provision for income taxes to the amount of income taxes calculated using statutory income tax rates applicable to the Company in Canada is as follows:

		Year ended
		December 31, <br>2025				December 31, <br>2024				December 31, <br>2023
Canadian federal and provincial recovery of income taxes using statutory rate of 27% (2024 – 27%, 2023 – 27%)			(2,395	)			(2,486	)			(4,938	)
Change in recognized taxable temporary differences			(512	)			(1,052	)			(1,297	)
Change in unrecognized deductible temporary differences and unused tax losses			2,237				2,280				4,680
Impact of rate differences between jurisdictions			(284	)			258				293
Permanent differences and other			618				659				862
Income tax recovery			(336	)			(341	)			(400	)

• Deferred tax assets

The Company’s deferred tax assets are as follows:

		As at
		December 31, <br>2025				December 31, <br>2024
Non-capital losses			4,084				5,765
Total			4,084				5,765

F-37

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

17. Income taxes (Continued from previous page)
    

• Deferred tax liabilities

The Company’s deferred tax liabilities are as follows:

		As at
		December 31, <br>2025				December 31, <br>2024
Intangible assets			4,120				6,096
Right-of-use assets			197				290
			4,317				6,386

• Deductible temporary differences and unused tax losses

Deferred tax assets have not been recognized because it is not probable that future taxable profit will be available against which the Company can use the benefits therefrom.

The Company has deductible temporary differences for which no deferred tax assets are recognized as follows:

		As at
		December 31, <br>2025				December 31, <br>2024
Unused tax losses			220,815				234,902
Property and equipment			5,778				5,715
Lease liability			1,020				1,541
Equity investments			4,236				4,236
Intangible assets			40,263				30,768
Investment accounted for using the equity method			78,463				78,463
Debentures			117				1,782
Financing costs			330				885
Research and development expenditures			3,006				3,006
Investment in subsidiaries			3,742				3,752
Capital losses			6,984				5,886
EIFEL Carryforward Pool			8,402				—
			373,156				370,936

F-38

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

17. Income taxes (Continued from previous page)
    

• Deductible temporary differences and unused tax losses (Continued from previous page)

The Company’s non-capital losses expire as follows:

		As at
		December 31, <br>2025				December 31, <br>2024
Expires 2026			70				804
Expires 2027			717				717
Expires 2028			480				480
Expires 2029			2,731				2,731
Expires 2030			2,102				2,102
Expires 2031			1,391				1,391
Expires 2032			3,763				4,755
Expires 2033			6,057				9,292
Expires 2034			7,412				10,359
Expires 2035			14,382				14,208
Expires 2036			21,683				25,575
Expires 2037			24,370				27,374
Expires 2038			25,611				27,650
Expires 2039			7,115				20,109
Expires 2040			12,035				16,371
Expires 2041			24,069				24,493
Expires 2042			31,686				32,595
Expires 2043			16,841				17,659
Expires 2044			12,073				17,561
Expires 2045			6,228				—
			220,816				256,226

F-39

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

18. Loss per share
    

The following reflects consolidated comprehensive loss and weighted average number of shares used in the basic and diluted loss per share computations:

		Year ended
		December 31, <br>2025				December 31, <br>2024				December 31, <br>2023
Net loss attributed to shareholders			(8,535	)			(13,680	)			(17,887	)
Basic weighted average number of shares (in 000s)			24,094				24,400				24,853
Basic and diluted loss per share			(0.35	)			(0.56	)			(0.72	)

The outstanding stock options and warrants were excluded from the calculation of diluted loss per share because their effect is anti-dilutive.

19. Capital management

The Company’s objectives when managing capital are to maintain financial flexibility in order to preserve its ability to meet financial obligations and continue as a going concern, and to deploy capital to provide future investment return to its shareholders.

The Company sets the amount and type of capital required relative to its assessment of risk and makes adjustments when necessary to respond to changes to economic conditions, the risk characteristics of the underlying assets, and externally imposed capital requirements. In order to maintain or modify its capital structure, the Company may issue new shares, seek other forms of financing, or sell assets to reduce debt.

The Company manages the following as capital:

		As at
		December 31, <br>2025				December 31, <br>2024
Share capital			388,730				389,717
Contributed surplus			39,117				37,424
Deficit			(354,043	)			(345,508	)
Credit facility			51,713				48,792
Debentures			31,886				35,287

There have been no changes in the Company’s definition of capital, capital management objectives, policies and processes during the year. There are certain capital requirements of the Company resulting from the Company’s credit facility that include financial covenants and ratios. Management uses these capital requirements in the decisions made in managing the level and make-up of the Company’s capital structure. The Company was in compliance with all of the financial covenants as at December 31, 2025 and December 31, 2024.

F-40

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

20. Goodwill and indefinite-life intangible assets

Goodwill and indefinite-life intangible assets are attributed to CGUs or groups of CGUs to which they relate. Annual impairment testing was performed as at December 31, 2025 for goodwill and indefinite-life intangible assets by comparing the carrying value of net assets within the CGU to the recoverable amount of that CGU. Management tested the individual CGUs, being the Carta and the remaining Orion Digital related entities CGU.

The recoverable amount of the CGUs to which goodwill and indefinite life intangibles are allocated were determined based on a value in use assessment using Level 3 inputs in a discounted cash flow analysis

Management applied a range of assumptions in assessing the value in use of the Carta and Orion Digital CGUs. The significant assumptions applied in the determination of the recoverable amount are described below:

• Cash flows: Cash flows: Estimated cash flows were projected based on actual operating results from internal sources, estimated loan origination and volume growth, as well as industry and market trends. Estimated cash flows are primarily driven by forecasted revenues and operating costs. The forecast period was for 5 years with a terminal value calculation thereafter.

• Terminal value growth rate: The terminal growth rate is based on historical and projected economic indicators, including the gross domestic product growth rate and takes into consideration factors including the nature of industry and level of market maturity. A rate of 7% was applied in the assumption.

• Pre-tax discount rate: The pre-tax discount rate is reflective of the CGUs Weighted Average Cost of Capital (“WACC”). The WACC was estimated based on the risk-free rate, equity risk premium, beta adjustment to the equity risk premium based on a direct comparison approach, an unsystematic risk premium, and an after-tax cost of debt based on the interest rate of the Company’s debts. The range of pre-tax discount rates applied were 10-14% for the Orion Digital CGU and Carta CGU respectively.

• Tax rate: The tax rates used in determining the future cash flows were those substantively enacted at the respective valuation date.

As a result of the impairment test as at December 31, 2025, management concluded that the recoverable amount of each respective CGU was higher than the carrying value of its net assets in each of the range of assumptions noted above. Therefore, no impairment was recognized on goodwill and indefinite life intangible assets for the year ended December 31, 2025.

As at December 31, 2025, the carrying value of goodwill and indefinite life intangible assets attributable to the Carta CGU is $24,315 and $1,000, respectively (December 31, 2024 – $24,315 and $1,000, respectively). The carrying value of goodwill attributable to the remaining Orion Digital related entities CGU is $14,040 (December 31, 2024 – $14,040). The amounts by which the value in use of the CGUs exceeded their carrying value were $27,916 and $240,908 for the Carta and Orion Digital CGUs, respectively. A 4.6% increase in the pretax discount rates would be required in order for the CGUs’ recoverable amount to be equal to their carrying value.

F-41

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

21. Fair value of financial instruments

The fair value of a financial instrument is the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants which takes place in the principal (or most advantageous) market at the measurement date. The fair value of a liability reflects its non-performing risk. Assets and liabilities recorded at fair value in the consolidated statements of financial position are measured and classified in a hierarchy consisting of three levels for disclosure purposes. The three levels are based on the priority of the inputs to the respective valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). An asset or liability's classification within the fair value hierarchy is based on the lowest level of significant input to its valuation. The input levels are defined as follows:

• Level 1: Unadjusted quoted prices in an active market for identical assets and liabilities.
• Level 2: Quoted prices in markets that are not active or inputs that are derived from quoted prices of similar (but not identical) assets or liabilities in active markets.
• Level 3: Unobservable inputs that are supported by little or no market activity and are significant to the estimated fair value of the assets or liabilities.
• Valuation process

The Company maximizes the use of quoted prices from active markets, when available. A market is regarded as active if transactions take place with sufficient frequency and volume to provide pricing information on an ongoing basis. Where independent quoted market prices are not available, the Company uses quoted market prices for similar instruments, other third-party evidence or valuation techniques.

The fair value of financial instruments determined using valuation techniques include the use of recent arm’s length transactions and discounted cash flow analysis for investments in unquoted securities, discounted cash flow analysis for derivatives, third-party pricing models or other valuation techniques commonly used by market participants and utilize independent observable market inputs to the maximum extent possible.

The use of valuation techniques to determine the fair value of a financial instrument requires management to make assumptions such as the amount and timing of future cash flows and discount rates and incorporate the Company’s estimate of assumptions that a market participant would make when valuing the instruments.

F-42

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

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

• 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 year ended December 31, 2025 and 2024, there have not been any transfers between fair value hierarchy levels except for the transfers indicated in Note 21(c)(i) related to the investment portfolio.

				Carrying amount												Fair value
December 31, 2025		Note		FVTPL			Financial asset at<br>amortized cost			Other financial<br>liabilities			Total			Level 1			Level 2			Level 3			Total
Financial assets measured at fair value
Marketable securities		6			14,591			—			—			14,591			14,591			—			—			14,591
Investment portfolio					6,484			—			—			6,484			—			—			6,484			6,484
					21,075			—			—			21,075
Financial assets not measured at fair value
Cash and cash equivalent					—			17,702			—			17,702			17,702			—			—			17,702
Restricted cash					—			2,462			—			2,462			2,462			—			—			2,462
Loans receivable		4			—			60,650			—			60,650			—						60,650			60,650
Other receivables					—			4,846			—			4,846			—			—			4,846			4,846
					—			85,660			—			85,660
Financial liabilities not measured at fair value
Accounts payable, accruals and other					—			—			16,298			16,298			—			—			16,298			16,298
Credit facility		10			—			—			51,713			51,713			—			51,713			—			51,713
Debentures		11			—			—			31,886			31,886			—			—			29,735			29,735
					—			—			99,897			99,897

F-43

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

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

• 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		6			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			—			58,620			—			58,620			—			—			58,620			58,620
Other receivables					—			9,491			—			9,491			—			—			9,491			9,491
					—			79,149			—			79,149
Financial liabilities not measured at fair value
Accounts payable, accruals and other					—			—			22,096			22,096			—			—			22,096			22,096
Credit facility		10			—			—			48,792			48,792			—			48,792			—			48,792
Debentures		11			—			—			35,287			35,287			—			—			33,911			33,911
					—			—			106,175			106,175

F-44

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

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

• 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 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<br><br><br><br>• Implied multiples from recent transactions of the underlying investee companies<br><br><br><br>• Offers received by investee companies<br><br><br><br>• Revenue multiples derived from comparable public companies and transactions<br><br><br><br>• Option pricing model	• Third-party transactions<br><br><br><br>• Revenue multiples (2.3-2.7, 2024: 1.9-3.0)<br><br><br><br>• Balance sheets and last twelve-month revenues for certain of the investee companies<br><br><br><br>• Equity volatility (50-110%, 2024: 50-130%)<br><br><br><br>• Time to exit events<br><br><br><br>• Discount for lack of marketability (5-10%, 2024: 0-20%)	• Increases in revenue multiples increases fair value<br><br>• Increases in equity volatility can increase or decrease fair value depending on class of shares held in the investee company<br><br>• 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<br><br><br><br>• Change in market pricing of comparable companies of the underlying investments made by the partnership	• Increases in net asset value per unit or change in market pricing of comparable companies of the underlying investment made by the partnership can increase fair value

F-45

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

21. Fair value of financial instruments (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 December 31, 2025 and December 31, 2024 and classified as Level 3:

		As at
		December 31, <br>2025				December 31, <br>2024
Balance, beginning of the period			11,991				11,436
Disposal			(715	)			(200	)
Transfer to Level 1 marketable securities			(2,600	)			—
Unrealized exchange (loss) gain			(353	)			662
Realized loss on investment portfolio			—				(120	)
Unrealized (loss) gain on investment portfolio			(1,839	)			213
Balance, end of the period			6,484				11,991

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

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

(ii) Sensitivity analysis

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

				Profit or loss
				Increase				Decrease
Investment portfolio:
December 31, 2025		Adjusted market multiple (5% movement)			324				(324	)
December 31, 2024		Adjusted market multiple (5% movement)			600				(600	)

F-46

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

22. Nature and extent of risk arising from financial instruments

Risk management policy

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

Credit risk

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

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

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

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

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due or will not receive sufficient funds from its third-party lenders to advance to the Company’s customers. The Company manages all liquidity risk through maintaining a sufficient working capital amount through daily monitoring of controls, cash balances and operating results. The Company’s principal sources of cash are funds from operations, which the Company believes will be sufficient to cover its normal operating and capital expenditures.

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 10 and 11 for further details.

F-47

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

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

The following table summarizes our commitments as at December 31, 2025:

		2026				2027				2028				2029
Commitments - operational
Lease payments			1,085				605								—
Accounts payable			3,352				—				—				—
Accruals and other			12,946				—				—				—
Other purchase obligations			584				642				221				—
Interest – Credit facility (Note 10)			5,757				5,757				5,757				32
Interest – Debentures (Note 11)(1)			2,607				2,418				2,212				519
			26,331				9,422				8,190				551
Commitments – principal repayments
Credit facility (Note 10)			—				—				—				51,713
Debentures (Note 11) (1)			2,249				2,434				2,635				25,367
			2,249				2,434				2,635				77,080
Total contractual obligations			28,580				11,856				10,825				77,631

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

Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments that could be affected by market risk include cash, investment portfolio, credit facilities, debentures, derivative financial assets and derivative financial liabilities.

Interest rate risk

Changes in market interest rates may have an effect on the cash flows associated with some financial assets and liabilities, known as cash flow risk, and on the fair value of other financial assets or liabilities, known as price risk. The Company is exposed to interest rate risk primarily relating to its credit facility that bears interest fluctuating with the Secured Overnight Financing Rate (“SOFR”). The credit facility does not have a SOFR floor. As at December 31, 2025, SOFR is 3.87% (December 31, 2024 – 4.49%). For the year ended December 31, 2025, a 100-basis point change in SOFR would increase or decrease credit facility interest expense by $455 (December 31, 2024 – $315). The debentures have fixed rates of interest and are not subject to variability in cash flows due to interest rate risk.

F-48

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

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

Currency risk

Currency risk is the risk that changes in foreign exchange rates may have an effect on future cash flows associated with financial instruments. The Company is primarily exposed to foreign currency risk on the following financial instruments denominated in U.S. dollars. As at December 31, 2025, a 5% increase or decrease in the U.S. dollar exchange rate would increase or decrease the unrealized exchange gain (loss) by $244 (December 31, 2024 – $166).

		As at
(000 )	December 31, <br>2025				December 31, <br>2024
Cash		180				39
Marketable securities		2,124				83
Investment portfolio		4,554				5,755
Debentures		(3,298	)			(3,574	)

All values are in US Dollars.

Other price risk

Other market price risk is the risk that the fair value of the financial instrument will fluctuate as a result of changes in market prices (other than those arising from interest rate risks or currency risk), whether caused by factors specific to an individual investment or its issuers or factors affecting all instruments traded in the market. The investment portfolio comprises of non-listed closely held equity instruments which have minimal exposure to market prices. The valuation of the investment portfolio is conducted on a quarterly basis.

F-49

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

23. Equity

• Share capital

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

As at December 31, 2025 there were 23,943,550 (December 31, 2024 – 24,472,377) Common Shares and no preferred shares issued and outstanding.

For the year ended December 31, 2025, the Company repurchased 548,091 Common Shares for cancellation under the share repurchase program at an average price of CAD $2.05 per share, for a total repurchase cost of $1,107.

For the year ended December 31, 2024, the Company repurchased 44,741 Common Shares for cancellation under the share repurchase program at an average price of CAD $2.67 per share, for a total repurchase cost of $104.

• Treasury share reserve

The treasury share reserve comprises the cost of the shares held by the Company. As at December 31, 2025, the Company held 190,706 Common Shares in reserve (December 31, 2024 – 190,706).

F-50

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

23. Equity (Continued from previous page)

• Options

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

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

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			890				1.32				1.86				—				—
Exercised			(19	)			4.51				1.86				—				—
Forfeited			(239	)			5.20				1.87				—				—
Balance, December 31, 2025			3,392				—				2.55				1,951				2.93

All values are in US Dollars.

The above noted options have expiry dates ranging from March 2026 to December 2033.

F-51

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

23. Equity (Continued from previous page)

• Options (Continued from previous page)

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:

		Year ended
		December 31, <br>2025				December 31, <br>2024
Risk-free interest rate		2.73-2.96%				2.73-3.51%
Expected life		5 years				5 years
Expected volatility in market price of shares		89-92%				91-92%
Expected dividend yield		0-%				0%
Expected forfeiture rate		0% - 15%				0% - 15%
Weighted average share price			1.86				2.15

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

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

Total stock-based compensation costs related to options for the year ended December 31, 2025 was $1,778 (December 31, 2024 – $1,938).

(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 expired			(89	)			51.15				(89	)			51.15
Balance, December 31, 2024			769				5.02				402				7.59
Balance, December 31, 2025			769				5.02				769				5.02

All values are in US Dollars.

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 consolidated statements of operations and comprehensive income (loss). The balance for the current period is $nil (December 2024 - $nil).

F-52

Orion Digital Corp.

Notes to the Consolidated Financial Statements

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

For the years ended December 31, 2025 and 2024

24. Related party transactions

Related party transactions during the year ended December 31, 2025, include transactions with debenture holders that incur interest. The related party debentures balance as at December 31, 2025, totaled $126 (December 31, 2024 – $136). The debentures bear annual coupon interest of 8.0% (December 31, 2024 – 8.0%) with interest expense for the year ended December 31, 2025, totaling $10 (December 31, 2024 – $14). The related parties involved in such transactions include Company 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 the Company's corporate and operational activities.

Key management personnel

Key management personnel (“KMP”) are those persons having authority and responsibility for planning, directing, and controlling the activities of the entity, directly or indirectly. KMP consist of directors and executive officers of the Company.

During the year ended December 31, 2025, KMP were granted 550,000 stock options with a fair value of $742 at the grant date (December 31, 2024 – 110,000 stock options with a fair value of $179 at the grant date).

Aggregate compensation of KMP recorded as expenses in the consolidated statement of operations and comprehensive income (loss) during the year consisted of:

		Year ended
		December 31, <br>2025				December 31, <br>2024
Salary and short – term benefits			2,720				1,387
Stock-based compensation			759				874
			3,479				2,261

25. Subsequent events

In January 2026 the Company sold approximately 29 million shares of WonderFi shares for total proceed of $8,388.

F-53

EX-99.2

		Management’s Discussion and Analysis

Exhibit 99.2

ORION DIGITAL CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2025

DATED: MARCH 12, 2026

1 | Page

		Management’s Discussion and Analysis
Table of Contents
---	---	---	---
Caution Regarding Forward-looking Statements			4
Company Overview			5
Business Developments			5
Financial Highlights		7
Financial Outlook			8
Financial Performance Review			9
Results of Operations		14
Non-IFRS Financial Measures		23
Liquidity and Capital Resources			27
Risk Management			32
Critical Accounting Estimates			33
Changes in Accounting Policies			33
Controls and Procedures			34

2 | Page

		Management’s Discussion and Analysis

MANAGEMENT’S DISCUSSION AND ANALYSIS

This Management’s Discussion and Analysis (“MD&A”) is current as of March 12, 2026, and presents an analysis of the financial condition of Orion Digital Corp. and its subsidiaries (collectively referred to as “Orion Digital”, "Orion" or the “Company”) as at and for the three months and year ended December 31, 2025 compared with the corresponding periods in the prior year. This MD&A should be read in conjunction with the Company’s audited annual consolidated financial statements and the related notes thereto for the year ended December 31, 2025. The financial information presented in this MD&A is derived from our audited annual consolidated financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”)as issued by the International Accounting Standards Board (“IASB”). The Company was continued under the Business Corporations Act (British Columbia) on June 21, 2019.

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

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

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

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

This MD&A makes reference to certain non‑IFRS financial measures. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. These measures are provided as additional information to complement the IFRS financial measures contained herein by providing further metrics to understand the Company’s results of operations from management’s perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. We use non‑IFRS financial measures, including adjusted revenue, adjusted subscription and services revenue, adjusted payments revenue, adjusted 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”.

3 | Page

		Management’s Discussion and Analysis

Caution Regarding Forward-Looking Statements

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

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

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

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

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		Management’s Discussion and Analysis

Company Overview

Orion Digital Corp. is a financial technology company focused on digital wealth solutions designed to support disciplined capital allocation in financial systems that are becoming increasingly automated and AI-assisted.

The Company’s Wealth platform, Intelligent Investing, provides long-term investing solutions designed to reduce decision error and support recurring assets under management in the Canadian market. The platform emphasizes structured portfolio construction and behavioral investing frameworks intended to support disciplined capital allocation in an environment where financial analysis and decision-making tools are becoming increasingly automated.

Orion also operates Carta Worldwide (“Carta”), a wholly owned subsidiary providing issuer processing and payments infrastructure services across Europe. Carta operates within the authorization layer of payment networks, providing systems that authorize transactions, enforce program rules, and connect payment activity to regulated settlement networks. Carta supports fintech, enterprise, and public-sector programs and operates independently of Orion’s consumer-facing businesses.

In addition, Orion maintains a consumer lending portfolio in Canada with over two decades of operating history. The lending business generates stable cash flow and is managed with a focus on disciplined underwriting, risk control, and capital efficiency.

Cash generated from lending operations supports the Company’s broader capital allocation framework, including reinvestment in the Wealth platform and the continued development of its payments infrastructure.

Orion’s capital allocation framework prioritizes reinvestment in its Wealth platform, followed by investment in payments infrastructure and share repurchases where appropriate, with excess liquidity retained on the balance sheet to support operating stability and capital flexibility.

Business Developments

Corporate Development

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

Wealth Platform Developments

• In Q4 2025, the Company completed Phase 1 of the comprehensive redesign and rebuild of the Intelligent Investing platform, including enhancements to performance and reliability, expanded portfolio information and suitability processes, new goal-setting and planning tools, improved transfer management capabilities, and other product and user experience improvements.

• Assets under management on the Company’s wealth platform totaled $498.3 million as at Q4 2025, representing a 17% increase year-over-year.

• In Q1 2025, Orion exited its legacy institutional brokerage business as part of its strategy to eliminate sub-scale revenue streams and prioritize higher-margin offerings within its core platforms.

• In July 2024, Orion entered into an exclusive partnership with FS Insight LLC (“FSI”), an independent research firm within Fundstrat Global Advisors. Through this partnership, members of the Company’s digital wealth platform gain access to research content, including interviews, webinars, and subscription-based research products.

• In June 2024, Orion entered into a strategic partnership with Postmedia Network Inc. (“Postmedia”), Canada’s largest news media company, to develop a financial education and content channel focused on long-term investing. As part of the partnership, Orion issued 500,000 warrants to Postmedia.

• In February 2024, Orion entered into a strategic agreement to transition to Snowflake as the primary data warehouse for its wealth and lending platforms, supporting the Company’s ongoing development of advanced data analytics and artificial intelligence capabilities.

  5 | Page

		Management’s Discussion and Analysis

Payments Platform Developments

• In Q1 2025, Carta Worldwide completed its transition to Oracle Cloud Infrastructure (“OCI”), supporting the scalability and operational efficiency of the Company’s payments platform in Europe.
• During 2025, Orion ceased payments operations in Canada in order to focus the Carta platform primarily on European payments programs.
• In Q4 2025, Carta processed $3.1 billion in payments volume. Excluding the previously exited Canadian operations, European payments volume increased from $2.8 billion in Q4 2024 to $3.1 billion in Q4 2025, representing growth of 14% year-over-year. Payments revenue from European transactions increased to $2.4 million compared to $2.1 million in Q4 2024.
• Orion is evaluating the use of stablecoin-based infrastructure within its Carta payments platform to support certain cross-border payment flows. These initiatives are focused on assessing technologies that may improve settlement speed, transparency, and cost efficiency for selected payment programs.

Strategic Portfolio Monetizations and Capital Allocation

• In January 2026, the Company exited its remaining equity position in WonderFi Technologies Inc. (“WonderFi”). The transaction increased the Company’s cash and cash equivalents by more than 50% compared to Q3 2025 to approximately $27 million.
• In August 2025, Orion monetized approximately $13.8 million of its investment in WonderFi, representing just under 50% of its total holdings in the company.
• In May 2025, WonderFi announced that it had entered into a definitive agreement to be acquired by Robinhood Markets, Inc. and a wholly owned subsidiary of Robinhood.
• In Q2 2025, the Company repurchased 523,091 common shares under its share repurchase program. As of December 31, 2025, Orion had repurchased a total of 1,667,185 common shares since June 2022, representing approximately 7.0% of its outstanding shares.
• In February 2025, Orion amended its senior secured credit facility with funds managed by affiliates of Fortress Investment Group LLC. The amendment extended the facility maturity date to January 2, 2029 and reduced the interest rate from 8% plus SOFR to 7% plus SOFR.
• During 2025, Orion continued to execute on its previously announced Bitcoin treasury strategy. At current levels, the Company believes its Bitcoin exposure appropriately reflects its long-term capital allocation objectives. Management’s near-term capital allocation priorities remain focused on reinvesting in the Company’s Wealth and Payments platforms and opportunistically repurchasing common shares where appropriate.

Regulatory and Market Developments

• Effective January 1, 2025, Orion is subject to new legislation in Canada that reduces the maximum allowable interest rate to 35% APR. The Company has implemented changes to its lending products to comply with the new legislation.

• In addition, macroeconomic uncertainty associated with global trade developments and tariffs announced in 2025 may affect economic conditions in Canada. As a result, the Company expects to maintain a cautious approach to loan originations.

  6 | Page

		Management’s Discussion and Analysis

Financial Highlights

• Subscription and services revenue totaled $42.3 million in FY2025, representing 62% of total revenue, compared to $43.1 million in FY2024. The year-over-year change reflects the Company’s exit from the legacy institutional brokerage business during 2025. Excluding revenue from exited businesses, adjusted subscription and services revenue(1) increased 12% to $41.5 million, reflecting growth in the Company’s wealth platform and payments infrastructure businesses.

• Wealth revenue increased 36% year-over-year to $14.5 million, exceeding the Company’s previously issued guidance of 20–25%. Wealth revenue was $3.8 million in Q4 2025, representing growth of 32% compared to the same period last year.

• Payments revenue increased 15% year-over-year to $9.9 million, meeting previously issued guidance. Payments revenue was $2.4 million in Q4 2025, consistent with the same period last year. On an adjusted basis excluding the exited Canadian payments operations, adjusted payments revenue(1) increased 23% year-over-year.

• Other subscription-related revenue declined to $17.9 million in FY2025, a decrease of 25% compared to the prior year, primarily reflecting the Company’s exit from the legacy institutional brokerage business.

• Total revenue was $68.6 million in FY2025 compared to $71.2 million in FY2024. The decrease reflects the Company’s exit from the legacy institutional brokerage business, the Canadian payments business as well as a decline in interest revenue following the implementation of the 35% rate cap on consumer lending in Canada effective January 1, 2025, and the Company’s more cautious approach to loan originations. Excluding revenue from exited businesses, adjusted revenue(1) increased 4% to $67.8 million, reflecting growth in the Company’s Wealth and Payments platforms. Q4 2025 adjusted revenue(1) was $17.4 million.

• Gross profit increased to $47.7 million in FY2025, representing a margin of 70%, compared to $46.7 million (66% margin) in FY2024. Q4 2025 gross profit was $12.2 million (70% margin), compared to $11.4 million (63% margin) in Q4 2024.

• Adjusted EBITDA(1) totaled $7.1 million in FY2025, exceeding the Company’s previously issued guidance of $6.0 to $7.0 million. Adjusted EBITDA(1) was $2.2 million in Q4 2025 compared to $2.1 million in Q4 2024.

• Cash flow from operating activities before investment in gross loans receivable(1) totaled $19.6 million in FY2025, representing a 35% increase compared to $14.5 million in the prior year. Cash flow from operating activities before investment in gross loans receivable(1) in Q4 2025 was $6.0 million, a 46% increase compared to the same period last year.

• The Company ended FY2025 with cash, marketable securities and investment portfolio totaling $41.3 million, including $20.2 million of combined cash and restricted cash, $14.6 million of marketable securities and $6.5 million in the investment portfolio.

• Net loss was $8.5 million in FY2025, compared to a net loss of $13.7 million in the prior year. Q4 2025 net loss was $5.7 million compared with net income of $10.4 million in Q4 2024, with the variance primarily driven by a non-operating revaluation gain recorded in the prior period.

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

  7 | Page

		Management’s Discussion and Analysis

Financial Outlook

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

The Company expects continued growth in subscription and services revenue in 2026 as its Wealth platform expands and its Payments infrastructure continues to scale.

Key drivers include:

• Wealth: Revenue growth driven by the rollout of Intelligent Investing Phase 2 in the first half of the year, expanding the platform beyond the managed portfolio offering introduced in Phase 1.
• Payments: Revenue growth supported by the expansion of existing European programs and new program launches following the Company’s exit from the Canadian payments market in 2025.

Consolidated revenue is expected to remain relatively stable in 2026, reflecting the disciplined management of the Company’s consumer lending portfolio.

Reflecting these trends, Orion Digital expects Adjusted EBITDA(1) in the range of approximately $7.0 million to $8.0 million in 2026.

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

  8 | Page

		Management’s Discussion and Analysis

Financial Performance Review

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

Key Performance Indicators

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

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

		As at
		December 31, <br>2025		December 31, <br>2024		Change %
Key Business Metrics
Orion members (000s)		2,328		2,194		6%
(000s, except percentages)
---	---	---	---	---	---	---	---	---	---	---	---
		Three months ended					Year ended
		December 31, 2025	December 31, 2024	Change %		December 31, 2025	December 31, 2024	Change %
IFRS Measures
Revenue	17,391	18,042	(4)%		68,617	71,206	(4)%
Subscription and services revenue	10,874	11,292	(4)%		42,330	43,108	(2)%
Wealth revenue	3,843	2,907	32%		14,542	10,670	36%
Payments revenue	2,373	2,360	1%		9,906	8,634	15%
Net (loss) income	(5,662)	10,395	n/a		(8,535)	(13,680)	(38)%
Cash provided by (used in) operating activities	585	540	8%		(964)	(1,271)	(24)%
Other Key Performance Indicators(1)
Adjusted revenue	17,391	16,213	7%		67,775	65,083	4%
Adjusted subscription and services revenue	10,874	9,463	15%		41,488	36,985	12%
Adjusted payments revenue	2,373	2,126	12%		9,657	7,822	23%
Adjusted EBITDA	2,177	2,083	5%		7,127	6,649	7%
Adjusted net loss	(130)	(449)	(71)%		(2,331)	(4,064)	(43)%
Cash provided by operations before investment in gross loans receivable	5,995	4,120	46%		19,565	14,539	35%

All values are in US Dollars.

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

  9 | Page

		Management’s Discussion and Analysis

Orion members(1)

Our total member base grew to 2,328,000 members as at December 31, 2025, from 2,194,000 members as at December 31, 2024, representing an increase of approximately 6% or 134,000 net members. From Q3 2025, net members increased by 36,000 in Q4 2025. The growth in our member base reflects the continued adoption of our products by new members.

Revenue

Three months ended Q4 2025 vs Q4 2024

Total revenue decreased to $17.4 million for the three months ended December 31, 2025 compared to $18.0 million in the same period last year. The decrease primarily reflects the Company’s exit from the legacy institutional brokerage business as previously announced, as well as lower interest revenue following the implementation of the 35% rate cap on consumer lending in Canada and the Company’s disciplined management of its lending portfolio.

These declines were partially offset by continued growth in the Company’s Wealth platform, as well as ongoing expansion in its Payments business.

Year ended 2025 vs 2024

Total revenue decreased to $68.6 million for the year ended December 31, 2025 compared to $71.2 million in the same period last year. The decline primarily reflects the Company’s exit from the legacy institutional brokerage business and lower interest revenue following the implementation of the consumer lending rate cap in Canada and the Company’s disciplined approach to managing its lending portfolio.

These impacts were partially offset by growth in the Company’s Wealth platform, which represented the primary driver of platform revenue growth during the year, as well as continued expansion in its Payments business.

Subscription and services revenue

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

Three months ended Q4 2025 vs Q4 2024

Subscription and services revenue decreased to $10.9 million for the three months ended December 31, 2025 compared to $11.3 million in the same period last year.

Within this category, wealth revenue increased to $3.8 million, representing growth of 32% or $0.9 million compared to $2.9 million in the same period last year, reflecting continued growth in the Intelligent Investing platform.

Payments revenue remained consistent at $2.4 million compared to the same period last year reflecting stable transaction activity within the Carta platform.

These increases were offset by a decrease in other subscription and services revenue primarily due to the Company's exit from the legacy institutional brokerage business in the year.

Year ended 2025 vs 2024

Subscription and services revenue decreased to $42.3 million for the year ended December 31, 2025 compared to $43.1 million in the same period last year.

Wealth revenue increased to $14.5 million representing a 36% or $3.8 million compared to $10.7 million in the same period last year. Wealth represented the primary source of platform revenue growth during the year, reflecting the rollout of Phase 1 of the Company’s Intelligent Investing platform.

10 | Page

		Management’s Discussion and Analysis

Payments revenue increased to $9.9 million representing growth of 15% or $1.3 million compared to $8.6 million in the same period last year. This increase reflects growth in European transaction volumes within the Company’s Carta payments infrastructure.

These increases were offset by a decline in other subscription related revenue, primarily reflecting the Company's exit from the legacy institutional brokerage business in the year.

Net loss

Three months ended Q4 2025 vs Q4 2024

Net loss was $5.7 million for three months ended December 31, 2025, compared to net income of $10.4 million in the same period last year. The decrease in net income is primarily due to the $2.6 million revaluation loss on investment portfolio and marketable securities in the current quarter compared to a $13.8 million gain in the same period in the prior year.

Year ended 2025 vs 2024

Net loss was $8.5 million for the year ended December 31, 2025, which is a decrease in net loss of $5.1 million compared to net loss of $13.7 million in the same period last year. The decrease in net loss is primarily due to other income related to agreements entered with WonderFi and its related shareholder groups to amend investor rights agreements (“IRAs”) as well as increased gross profit in the year.

Net cash provided by (used in) operating activities

Three months ended Q4 2025 vs Q4 2024

Net cash provided by operating activities was $0.6 million for the three months ended December 31, 2025, which is consistent with the same period last year.

Year ended 2025 vs 2024

Net cash used in operating activities was ($1.0) million for the year ended December 31, 2025, which is an improvement of $0.3 million compared to net cash used in operating activities of ($1.3) 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.

Other Key Performance Indicators

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

Adjusted revenue(1)

Three months ended Q4 2025 vs Q4 2024

Adjusted revenue was $17.4 million for the three months ended December 31, 2025, an increase of $1.2 million compared to $16.2 million in the same period last year. The increase was primarily driven by growth in the Company’s wealth platform, supported by continued activity within the payments infrastructure business.

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

  11 | Page

		Management’s Discussion and Analysis

Year ended 2025 vs 2024

Adjusted revenue was $67.8 million for the year ended December 31, 2025, an increase of $2.7 million compared to $65.1 million in the same period last year. The increase reflects growth in the Company’s platform businesses, particularly the wealth platform, supported by continued expansion in the payments business.

Adjusted subscription and services revenue(1)

Three months ended Q4 2025 vs Q4 2024

Adjusted subscription and services revenue was $10.9 million for the three months ended December 31, 2025, an increase of $1.4 million compared to $9.5 million in the same period last year.

Within this category, wealth revenue increased 32% year-over-year, reflecting continued adoption of the Intelligent Investing platform, while adjusted payments revenue increased 12%, driven by growth in European payments programs supported by the Carta platform.

Year ended 2025 vs 2024

Adjusted subscription and services revenue was $41.5 million for the year ended December 31, 2025, an increase of $4.5 million compared to $37.0 million in the same period last year. Within this category, wealth revenue increased 36% year-over-year, reflecting the rollout of Phase 1 of the Intelligent Investing platform, while adjusted payments revenue increased 23%, driven by growth in European transaction volumes within the Carta payments infrastructure platform.

Adjusted payments revenue(1)

Three months ended Q4 2025 vs Q4 2024

Adjusted payments revenue was $2.4 million for the three months ended December 31, 2025, an increase of $0.3 million compared to $2.1 million in the same period last year, representing 12% year-over-year growth driven by increased European payments activity.

Year ended 2025 vs 2024

Adjusted payments revenue was $9.7 million for the year ended December 31, 2025, an increase of $1.9 million compared to $7.8 million in the same period last year, representing 23% year-over-year growth driven by expansion of European payments programs supported by the Carta platform.

Adjusted EBITDA(1)

Three months ended Q4 2025 vs Q4 2024

Adjusted EBITDA was $2.2 million for the three months ended December 31, 2025, an increase of $0.1 million compared with an adjusted EBITDA of $2.1 million in the same period last year. Adjusted EBITDA has increased in the current period due to an increase in gross profit offset by increased expenses from the continued investments made to the Company's wealth products.

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

  12 | Page

		Management’s Discussion and Analysis

Year ended 2025 vs 2024

Adjusted EBITDA was $7.1 million for the year ended December 31, 2025, an increase of $0.5 million compared with an adjusted EBITDA of $6.6 million in the same period last year. This is due primarily to the reasons noted above.

Adjusted net loss(1)

Three months ended Q4 2025 vs Q4 2024

Adjusted net loss was $0.1 million for the three months ended December 31, 2025, an improvement of $0.3 million compared with an adjusted net loss of $0.4 million in the same period last year. This change is primarily attributable to an increase in gross profit offset by increased expenses from the continued investments made to the Company's wealth products, as well as lower interest expense during the year.

Year ended 2025 vs 2024

Adjusted net loss was $2.3 million for the year ended December 31, 2025, which is an improvement of $1.8 million compared with an adjusted net loss of $4.1 million in the same period last year. This change is due primarily to the reasons noted above.

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

Three months ended Q4 2025 vs Q4 2024

Cash provided by operating activities before investment in gross loans receivable was $6.0 million for the three months ended December 31, 2025, an increase of $1.9 million compared to $4.1 million in the same period last year.

The increase was primarily driven by lower interest paid of approximately $0.9 million, reflecting the amended credit facility terms, a $1.0 million payment received in connection with amendments to certain investor rights agreements (“IRA amendments”), and improved working capital management of approximately $0.2 million, partially offset by other operating changes during the period.

Year ended 2025 vs 2024

Cash provided by operating activities before investment in gross loans receivable was $19.6 million for the year ended December 31, 2025, representing an increase of $5.0 million compared to $14.5 million in the same period last year.

The increase was primarily driven by lower interest expense of approximately $1.7 million following the amendment of the Company’s credit facility and $4.0 million of payments received in connection with IRA amendments.

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

  13 | Page

		Management’s Discussion and Analysis

Results of Operations

The Company’s results of operations for the year ended December 31, 2025 reflect the continued evolution of Orion Digital’s business model toward platform-based revenue streams. Growth during the period was primarily driven by expansion of the Company’s Wealth platform, Intelligent Investing, and continued development of its payments infrastructure through Carta. At the same time, total revenue was affected by the strategic exit of the legacy institutional brokerage business and lower interest revenue following the implementation of the consumer lending rate cap in Canada. The Company’s lending portfolio continues to operate as a stable cash-generating component of the business while management prioritizes investment in its Wealth platform and payments infrastructure.

The following table sets forth a summary of our results of operations for the three months and year ended December 31, 2025 and 2024:

(000s, except per share amounts)
		Three months ended			Year ended
		December 31, 2025	December 31, 2024	December 31, 2025	December 31, <br>2024
Total revenue	17,391	18,042	68,617	$71,206
Cost of revenue	5,229	6,661	20,869	24,526
Gross profit	12,162	11,381	47,748	46,680
Technology and development	2,954	2,698	11,220	10,635
Marketing	874	838	4,110	4,061
Customer service and operations	3,062	2,523	11,164	10,878
General and administration	3,095	3,239	14,127	14,457
Stock-based compensation	219	214	1,778	1,938
Depreciation and amortization	2,046	1,993	7,998	8,419
Total operating expenses	12,250	11,505	50,397	50,388
Loss from operations	(88)	(124)	(2,649)	(3,708)
Credit facility interest expense	1,435	1,588	5,721	6,702
Debenture and other financing expense	740	774	3,184	3,324
Accretion related to debentures	132	170	553	687
Revaluation loss (gain)	3,454	(13,819)	(5)	(1,322)
Other non-operating (income) expense	(89)	852	(3,231)	922
		5,672	(10,435)	6,222	10,313
Net (loss) income before tax	(5,760)	10,311	(8,871)	(14,021)
Income tax recovery	(98)	(84)	(336)	(341)
Net (loss) income	(5,662)	10,395	(8,535)	(13,680)
Other comprehensive loss:
Foreign currency translation reserve gain (loss)	355	16	(1,067)	(659)
Other comprehensive income (loss)	355	16	(1,067)	(659)
Total comprehensive loss	(5,307)	10,411	(9,602)	(14,339)
Adjusted EBITDA(1)	2,177	2,083	7,127	6,649
Adjusted net loss(1)	(130)	(449)	(2,331)	(4,064)
Basic income (loss) per share	(0.24)	0.43	(0.35)	(0.56)
Diluted income (loss) per share	(0.24)	0.43	(0.35)	(0.56)

All values are in US Dollars.

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

  14 | Page

		Management’s Discussion and Analysis

Key Income Statement Components

Total revenue

The following table summarizes total revenue for the three months and year ended December 31, 2025 and 2024:

(000s, except percentages)
		Three months ended					Year ended
		December 31, 2025	December 31, 2024	Change %		December 31, 2025	December 31, 2024	Change %
Subscription and services revenue	10,874	11,292	(4)%		42,330	43,108	(2)%
Interest revenue	6,517	6,750	(3)%		26,287	28,098	(6)%
Total revenue	17,391	18,042	(4)%		68,617	71,206	(4)%

All values are in US Dollars.

(000s, except percentages)
		Three months ended					Year ended
		December 31, 2025	December 31, 2024	Change %		December 31, 2025	December 31, 2024	Change %
Subscription and services revenue
Wealth revenue	3,843	2,907	32%		14,542	10,670	36%
Payments revenue	2,373	2,360	1%		9,906	8,634	15%
Other Subscription and Services revenue	4,658	6,025	(23)%		17,882	23,804	(25)%
Total subscription and services revenue	10,874	11,292	(4)%		42,330	43,108	(2)%
Interest revenue	6,517	6,750	(3)%		26,287	28,098	(6)%
Total revenue	17,391	18,042	(4)%		68,617	71,206	(4)%

All values are in US Dollars.

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

Interest revenue – represents interest earned on the Company’s consumer lending products. The lending portfolio continues to be managed primarily as a stable cash-generating component of the business, with origination levels adjusted in response to regulatory changes and macroeconomic conditions.

Wealth revenue was $3.8 million for the three months ended December 31, 2025, representing an increase of $0.9 million compared to $2.9 million in the same period last year. Wealth revenue was $14.5 million for the year ended December 31, 2025 representing an increase of $3.8 million compared to $10.7 million in the same period last year. These increases reflect continued adoption of the Company’s Intelligent Investing platform following the rollout of Phase 1 of the platform, which introduced the new managed portfolio offering during the year.

Payments revenue was $2.4 million for the three months ended December 31, 2025, which is consistent with the same period last year. Payments revenue was $9.9 million for the year ended December 31, 2025 representing an increase of $1.3 million compared to $8.6 million in the same period last year. This increase primarily reflects growth in European transaction volume within the Company’s Carta payments infrastructure platform, partially offset by the Company’s strategic exit from Canadian payments operations.

Other subscription and services revenue was $4.7 million for the three months ended December 31, 2025, which is a $1.3 million decrease compared to $6.0 million in the same period last year. Other subscription and services revenue was $17.9 million for the year ended December 31, 2025 which is a $5.9 million decrease compared to $23.8 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.

15 | Page

		Management’s Discussion and Analysis

Cost of revenue

The following table summarizes the cost of revenue for the three months and year ended December 31, 2025 and 2024:

(000s, except percentages)
		Three months ended					Year ended
		December 31, 2025	December 31, 2024	Change %		December 31, 2025	December 31, 2024	Change %
Provision for loan losses, net of recoveries	4,579	4,971	(8)%		18,499	18,415	0%
Transaction costs	650	1,690	(62)%		2,370	6,111	(61)%
Cost of revenue	5,229	6,661	(21)%		20,869	24,526	(15)%
As a percentage of total revenue	30%	37%			30%	34%

All values are in US Dollars.

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

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

Cost of revenue was $5.2 million for the three months ended December 31, 2025, a decrease of $1.4 million compared to the same period in the prior year. Cost of revenue was $20.9 million for the year ended December 31, 2025, a decrease of $3.6 million compared to $24.5 million in the same period last year.

Provision for loan losses, net of recoveries, has decreased for the three months ended December 31, 2025 compared to the same periods in the prior year. The reduction was attributable to enhanced credit quality as well as adjustments to provisions based on evolving macroeconomic factors.

Transaction costs have decreased for the three months and year ended December 31, 2025 compared to the same periods in the prior year. The decrease is primarily as a result of the Company exiting the low margin legacy institutional brokerage business in the year.

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

16 | Page

		Management’s Discussion and Analysis

Technology and development expenses

The following table provides the technology and development expenses for the three months and year ended December 31, 2025 and 2024:

(000s, except percentages)
		Three months ended						Year ended
		December 31, <br>2025		December 31, <br>2024		Change %		December 31, <br>2025		December 31, <br>2024		Change %
Technology and development	2,954		2,698		9%		11,220		10,635		6%
As a percentage of total revenue	17%		15%				16%		15%

All values are in US Dollars.

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

Technology and development expenses were $3.0 million for the three months ended December 31, 2025, representing an increase of $0.3 million compared to $2.7 million in the same period last year. Technology and development expenses were $11.2 million for the year ended December 31, 2025, representing an increase of $0.6 million compared to $10.6 million in the same period last year. These increases primarily reflect continued investment in the development and enhancement of the Company’s Intelligent Investing platform and supporting infrastructure.

Marketing expenses

The following table provides the marketing expenses for the three months and year ended December 31, 2025 and 2024:

(000s, except percentages)
		Three months ended					Year ended
		December 31, 2025	December 31, 2024	Change %		December 31, 2025	December 31, 2024	Change %
Marketing	874	838	4%		4,110	4,061	1%
As a percentage of total revenue	5%	5%			6%	6%

All values are in US Dollars.

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 months and year ended December 31, 2025 compared to the same periods last year.

17 | 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 months and year ended December 31, 2025 and 2024:

(000s, except percentages)
		Three months ended					Year ended
		December 31, 2025	December 31, 2024	Change %		December 31, 2025	December 31, 2024	Change %
Customer service and operations	3,062	2,523	21%		11,164	10,878	3%
As a percentage of total revenue	18%	14%			16%	15%

All values are in US Dollars.

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 increased for the three months ended December 31, 2025. This increase is primarily due to investment in implementing AI and automation in CS&O.

CS&O expenses remained relatively consistent for the year ended December 31, 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 months and year ended December 31, 2025 and 2024:

(000s, except percentages)
		Three months ended					Year ended
		December 31, 2025	December 31, 2024	Change %		December 31, 2025	December 31, 2024	Change %
General and administration	3,095	3,239	(4)%		14,127	14,457	(2)%
As a percentage of total revenue	18%	18%			21%	20%

All values are in US Dollars.

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 $3.1 million for the three months ended December 31, 2025, which is a $0.1 million decrease compared to $3.2 million in the same period last year. G&A expenses were $14.1 million for the year ended December 31, 2025 which is a decrease of $0.4 million compared to $14.5 million in the same period last year. These decreases were due to decreases in operational costs from streamlined vendor management.

18 | 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 months and year ended December 31, 2025 and 2024 were as follows:

(000s, except percentages)
		Three months ended					Year ended
		December 31, 2025	December 31, 2024	Change %		December 31, 2025	December 31, 2024	Change %
Stock-based compensation	219	214	2%		1,778	1,938	(8)%
Depreciation and amortization	2,046	1,993	3%		7,998	8,419	(5)%
		2,265	2,207	3%		9,776	10,357	(6)%
As a percentage of total revenue	13%	12%			14%	15%

All values are in US Dollars.

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 was $0.2 million in the three months ended December 31, 2025 consistent with the same period in the prior year. For the year ended December 31, 2025 stock-based compensation remained relatively stable at $1.8 million compared to $1.9 million in the prior year.

Depreciation and amortization remained consistent at $2.0 million in the three months ended December 31, 2025 compared to the same period last year. Depreciation and amortization decreased to $8.0 million in the year ended December 31, 2025 compared to $8.4 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 months and year ended December 31, 2025 and 2024:

(000s, except percentages)
		Three months ended					Year ended
		December 31, 2025	December 31, 2024	Change %		December 31, 2025	December 31, 2024	Change %
Credit facility interest expense	1,435	1,588	(10)%		5,721	6,702	(15)%
As a percentage of total revenue	8%	9%			8%	9%

All values are in US Dollars.

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 months and year ended December 31, 2025 compared to the same period last year. The decrease is primarily due to a lower interest rate in the current year.

19 | 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 months and year ended December 31, 2025 and 2024:

(000s, except percentages)
		Three months ended					Year ended
		December 31, 2025	December 31, 2024	Change %		December 31, 2025	December 31, 2024	Change %
Debenture and other financing expense	740	774	(4)%		3,184	3,324	(4)%
Accretion related to debentures	132	170	(22)%		553	687	(20)%
Revaluation loss (gain)	3,454	(13,819)	n/a		(5)	(1,322)	(100)%
Other non-operating (income) expense	(89)	852	n/a		(3,231)	922	n/a
Total other expense (income)	4,237	(12,023)	n/a		501	3,611	(86)%
As a percentage of total revenue	24%	(67)%			1%	5%

All values are in US Dollars.

Total other (income) expenses was an expense of $4.2 million for the three months ended December 31, 2025, which is a change of $16.3 million compared to income of $12.0 million for the same period last year. The change from other income to other expense was primarily driven by a revaluation gain in the prior period compared to a loss in the current period.

Total other (income) expenses was an expense of $0.5 million for the year ended December 31, 2025, which is a decrease of $3.1 million compared to $3.6 million for the same period last year. The variance is primarily due to other income related to the IRA amendments previously discussed, offset by a decrease in revaluation gain for the year.

Revaluation gains and losses was a $3.5 million loss for the three months ended December 31, 2025 compared to a $13.8 million gain in the same period last year. The variance is primarily attributable to a loss in investment portfolio and marketable securities of $2.4 million in the current period, compared to $13.6 million gain in the same period last year. Revaluation gains and losses was a $0.1 million gain for the year ended December 31, 2025 compared to a $1.3 million gain in the same period last year. The variance is primarily attributable to a revaluation loss in investment portfolio and marketable securities of $1.9 million in the current year offset by revaluation gains on the Company's debentures and foreign exchange, compared revaluation losses in the same period last year.

Other non-operating (income) expense for the three months and year ended December 31, 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. Debenture and other financing expense remained relatively consistent for the three months and year ended December 31, 2025.

20 | Page

		Management’s Discussion and Analysis

Selected Quarterly Information

(000s, except per share amounts)
	2025							2024
	FourthQuarter	ThirdQuarter	SecondQuarter	FirstQuarter	FourthQuarter	ThirdQuarter	SecondQuarter	FirstQuarter
Income Statement Highlights
Total revenue	17,391	16,963	16,933	17,330	18,042	17,685	17,553	17,925
Loss from operations	(88)	(578)	(603)	(1,379)	(124)	(398)	(1,296)	(1,889)
Other (expenses) income, including taxes	(5,574)	(3,931)	14,111	(10,492)	10,519	(7,714)	(11,055)	(1,721)
Net (loss) income	(5,662)	(4,509)	13,508	(11,871)	10,395	(8,112)	(12,351)	(3,610)
Net (loss) income per common share (basic)	(0.24)	(0.19)	0.56	(0.49)	0.43	(0.33)	(0.51)	(0.15)
Net (loss) income per common share (fully diluted)	(0.24)	(0.19)	0.56	(0.49)	0.43	(0.33)	(0.51)	(0.15)
Non-IFRS Financial Measures(1)
Adjusted revenue	17,391	16,963	16,933	16,739	16,213	16,578	16,065	16,227
Adjusted EBITDA	2,177	1,968	1,933	1,050	2,083	2,147	1,372	1,048
Adjusted net loss	(130)	(332)	(404)	(1,463)	(449)	(540)	(1,483)	(1,592)
Cash provided by operations before investment in gross loans receivable	5,995	3,631	6,175	3,770	4,120	4,830	3,777	1,815

All values are in US Dollars.

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

Key Quarterly Trends

Over the eight quarters from Q1 2024 through Q4 2025, the Company’s quarterly results reflect a period of deliberate strategic transition followed by improving operating performance. Early 2024 was characterized by increased investment in the Company’s wealth and payments businesses, alongside continued exposure to lower-margin legacy activities, which weighed on operating results despite stable revenue across core products.

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

Through 2025, the Company balanced continued investment in product development with tighter cost discipline, leading to sequential improvements in adjusted EBITDA. Operating performance strengthened in the second half of 2025 as the benefits of prior restructuring actions, efficiency initiatives, and growth in the Company’s core wealth and payments businesses became more evident.

Net income (loss) over the periods presented continued to exhibit quarter-to-quarter variability, primarily due to non-operating items such as revaluation gains and losses related to the Company’s investment portfolio and marketable securities. These items contributed to volatility in reported earnings but did not reflect changes in the underlying performance of the Company’s operating businesses.

In Q4 2025, the Company delivered improvements across key financial metrics, including revenue, profitability, and cash flow, reflecting a more normalized operating profile following the completion of strategic exits and repositioning initiatives undertaken in prior periods. Management believes Q4 2025 represents a clearer reflection of the Company’s current operating structure and provides a more meaningful reference point for evaluating ongoing performance.

21 | Page

		Management’s Discussion and Analysis

Summary of Annual Results

(000s, except per share amounts)
	Year ended
	December 31, 2025	December 31, 2024	December 31, 2023	% change<br>2025 vs 2024		% change<br>2024 vs 2023
Financial Statement Highlights
Total revenue	68,617	71,206	65,221	(4)%		9%
Net loss	(8,535)	(13,680)	(17,887)	(38)%		(24)%
Net loss per common share (basic and fully diluted)	(0.35)	(0.56)	(0.72)	(37)%		(22)%
Total assets	173,634	189,648	207,763	(8)%		(9)%
Total liabilities	101,313	108,431	114,039	(7)%		(5)%
Non-IFRS Financial Measures(1)
Adjusted EBITDA	7,127	6,649	7,669	7%		(13)%
Adjusted net loss	(2,331)	(4,064)	(2,872)	(43)%		42%
Cash provided by (used in) operations before investment in gross loans receivable	19,565	14,539	9,488	35%		53%

All values are in US Dollars.

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

Revenue and business mix

From 2023 through 2025, the Company continued to refine its revenue mix by exiting lower-margin and non-core activities and prioritizing higher-quality, scalable revenue streams. Total revenue declined in 2025 primarily due to the exit of the legacy institutional brokerage business and lower interest revenue following the implementation of the consumer lending rate cap in Canada. At the same time, revenue generated from the Company’s wealth platform and Payments infrastructure continued to grow, reflecting the Company’s ongoing transition toward platform-based revenue streams.

Profitability and earnings

Profitability metrics improved consistently over the three-year period. Net loss narrowed in each successive year, reflecting operating efficiency initiatives, improved cost discipline and the absence of significant impairment and restructuring charges that impacted earlier periods. By 2025, earnings performance benefited from a more focused operating model and a revenue mix increasingly concentrated in higher-margin platform businesses, following the exit of the legacy institutional brokerage business.

Cash flow and operating efficiency

Cash flow from operations before investment in gross loans receivable improved materially from 2023 through 2025, driven by stronger underlying operating performance and, improved working capital management. These improvements reflect the Company’s transition from restructuring and stabilization toward sustainable cash generation.

Balance sheet and capital structure

The Company strengthened its balance sheet over the period through reduced leverage and disciplined capital management. Total assets and liabilities declined as net losses narrowed and outstanding debt obligations were reduced. By 2025, the Company maintained improved financial flexibility, supported by a simplified operating structure and enhanced liquidity management.

22 | Page

		Management’s Discussion and Analysis

Non-IFRS Financial Measures

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

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

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

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

Adjusted revenue

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

Adjusted revenue has been updated in the current year to also exclude Carta Canada payments revenue in order to reflect the Company’s continuing operations following the strategic decision to focus the payments business on Europe.

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

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

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

(000s)
		Three months ended			Year ended
		December 31, 2025	December 31, 2024	December 31, 2025	December 31, <br>2024
Total revenue	17,391	18,042	68,617	$71,206
Less:
Legacy institutional brokerage business revenue	—	(1,595)	(593)	(5,311)
Canadian payments revenue	—	(234)	(249)	(812)
Adjusted revenue	17,391	16,213	67,775	65,083

All values are in US Dollars.

23 | Page

		Management’s Discussion and Analysis

Adjusted subscription and services revenue

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

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

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

(000s)
		Three months ended			Year ended
		December 31, 2025	December 31, 2024	December 31, 2025	December 31, <br>2024
Subscription and services revenue	10,874	11,292	42,330	$43,108
Less:
Legacy institutional brokerage business revenue	—	(1,595)	(593)	(5,311)
Canadian payments revenue	—	(234)	(249)	(812)
Adjusted subscription and services revenue	10,874	9,463	41,488	36,985

All values are in US Dollars.

Adjusted payments revenue

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

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

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

(000s)
		Three months ended			Year ended
		December 31, 2025	December 31, 2024	December 31, 2025	December 31, <br>2024
Payments revenue	2,373	2,360	9,906	$8,634
Less:
Canadian payments revenue	—	(234)	(249)	(812)
Adjusted payments revenue	2,373	2,126	9,657	7,822

All values are in US Dollars.

24 | Page

		Management’s Discussion and Analysis

Adjusted EBITDA

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

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

(000s)
		Three months ended			Year ended
		December 31, 2025	December 31, 2024	December 31, 2025	December 31, <br>2024
Net (loss) income	(5,662)	10,395	(8,535)	$(13,680)
Credit facility interest expense	1,435	1,588	5,721	6,702
Debenture and other financing expense	740	774	3,184	3,324
Accretion related to debentures	132	170	553	687
Stock-based compensation	219	214	1,778	1,938
Depreciation and amortization	2,046	1,993	7,998	8,419
Revaluation loss (gain)	3,454	(13,819)	(5)	(1,322)
Other non-operating (income) expense	(89)	852	(3,231)	922
Income tax recovery	(98)	(84)	(336)	(341)
Adjusted EBITDA	2,177	2,083	7,127	6,649

All values are in US Dollars.

Adjusted net loss

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

Adjusted net loss has been redefined in the current quarter to exclude revaluation gains and losses related to marketable securities and investment portfolio. The Company had revised the definition of adjusted net loss to include these revaluation amounts. Management has determined that reverting to the prior definition enhances comparability with previously reported periods and aligns the presentation of adjusted net loss with the Company’s long-standing approach to evaluating operating performance.

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)
		Three months ended			Year ended
		December 31, 2025	December 31, 2024	December 31, 2025	December 31, <br>2024
Net (loss) income	(5,662)	10,395	(8,535)	$(13,680)
Stock-based compensation	219	214	1,778	1,938
Depreciation and amortization	2,046	1,993	7,998	8,419
Revaluation loss (gain)	3,454	(13,819)	(5)	(1,322)
Other non-operating (income) expense	(89)	852	(3,231)	922
Income tax recovery	(98)	(84)	(336)	(341)
Adjusted net loss	(130)	(449)	(2,331)	(4,064)

All values are in US Dollars.

25 | Page

		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)
		Three months ended			Year ended
		December 31, 2025	December 31, 2024	December 31, 2025	December 31, <br>2024
Cash provided by (used in) operating activities	585	540	(964)	$(1,271)
Net issuance of loans receivable	(5,410)	(3,580)	(20,529)	(15,810)
Cash provided by operations before investment in gross loans receivable	5,995	4,120	19,565	14,539

All values are in US Dollars.

Orion members

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

26 | Page

		Management’s Discussion and Analysis

Key Balance Sheet Components

The following table provides a summary of the key balance sheet components as at December 31, 2025 and December 31, 2024:

(000s)	As at
		December 31, 2025	December 31, <br>2024
Cash and cash equivalent	17,702	$8,530
Loans receivable, net	60,650	58,620
Total assets	173,634	189,648
Total liabilities	101,313	108,431

All values are in US Dollars.

Total assets decreased by $16.0 million during the year ended December 31, 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 continued amortization of intangible assets. Monetization of marketable securities and investment portfolio resulted in increased cash.

Total liabilities decreased by $7.1 million during the year ended December 31, 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.

Gross loans receivable were $77.6 million as at December 31, 2025, compared to $72.7 million at December 31, 2024, reflecting loan originations partially offset by repayments and charge-offs. The allowance for loan losses was $17.0 million, representing 21.9% of gross loans receivable, compared to $14.1 million (19.4%) at December 31, 2024. The increase primarily reflects updated macroeconomic assumptions and portfolio performance. The allowance represents management’s estimate of expected credit losses under IFRS 9. The allowance represents management’s estimate of expected credit losses under IFRS 9. Further details are provided in Note 4.

Liquidity and Capital Resources

The Company’s objectives when managing capital are to maintain financial flexibility in order to preserve its ability to meet financial obligations and continue as a going concern, and to deploy capital to provide future investment return to its shareholders. A detailed description of the Company’s approach to capital management and risk management policy for managing liquidity risk is outlined in Note 24 in the Company’s annual consolidated financial statements for the year ended December 31, 2025. The Company has assessed that it has adequate resources to continue as a going concern for the foreseeable future, which management has defined as being at least the next 12 months. The Company monitors its cash position and cash flow on a regular basis, and may monetize certain marketable securities and investments in the next 12 months to reinforce its cash position, should management consider it necessary.

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

We manage our liquidity by continuously monitoring revenues, expenses and cash flow compared to budget. Our principal cash requirements are for working capital, loan capital and investing activities. Our future financing requirements will depend on many factors including our growth rate, product development investments, increase in marketing activities, investment levels in our gross loans receivables, the macroeconomic conditions and their impact on loan performance, and potential mergers, strategic investments and acquisitions activity. 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.

27 | Page

		Management’s Discussion and Analysis

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

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

In February 2025, we amended our credit facility. The amendment changed the effective interest rate from 8% plus SOFR, to 7% plus SOFR, and extends the maturity date from January 2026 to January 2029.

Economic Cash Flow Summary (Supplemental)

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

(000s)
		Three months ended			Year ended
		December 31, 2025	December 31, 2024	December 31, 2025	December 31, <br>2024
Core operating cash generation (Before loan deployment and discretionary investments) (1)	6,761	4,875	22,493	$17,662
Discretionary growth and platform investment (2)	(1,020)	(798)	(2,658)	(3,254)
Net deployment into loan receivables (3)	(5,049)	(3,853)	(18,086)	(16,423)
Portfolio investments and monetizations (4)	3,779	—	14,374	460
Net financing and capital allocation activities (5)	(1,695)	(1,459)	(6,986)	(6,048)
Net change in cash	2,776	(1,235)	9,137	(7,603)

All values are in US Dollars.

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

• Core operating cash generation represents operating cash flow excluding net issuance of loans receivable and cash interest paid on debentures of $0.8 million for the three months ended December 31, 2025, and 2024, and $2.9 million and $3.1 million for the years ended December 31, 2025, and 2024, respectively. These amounts have been included in net financing and shareholder actions.
• Investments in intangible assets and property and equipment.
• Net change in loans receivable, net advances and repayments on credit facility, and changes in working capital.
• Net cash flows from purchases and sales of marketable securities and investment portfolio monetizations.
• Cashflow related to debenture principal and interest payments, share repurchases, lease principal payments and foreign exchange effects.

Core operating cash generation

Core operating cash generation was $6.8 million for the three months ended December 31, 2025, a $1.9 million increase. Core operating cash generation was $22.5 million for the year ended December 31, 2025 a $4.8 million increase compared to 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 a decrease in interest paid.

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		Management’s Discussion and Analysis

Discretionary growth and platform investment

Discretionary growth and platform investment was $1.0 million for the three months ended December 31, 2025, a $0.2 million increase compared to $0.8 million in the same period last year. The increased investment in Q4 reflects the Company's investment in the unified intelligent investing platform to be launched in 2026. Discretionary growth and platform investment was $2.7 million for the year ended December 31, 2025, a $0.6 million decrease compared to $3.3 million in the same period last year. The decrease is primarily due to lower overall investment in intangible assets, with development activity weighted more heavily toward the fourth quarter of the current year.

Net balance sheet deployment

Net balance sheet deployment was $5.0 million for the three months ended December 31, 2025, a $1.2 million increase compared to $3.9 million in the same period last year. This is primarily due to $0.4 million of net draws on the Company's credit facility in current period, compared to $0.3 million of net repayments in the same period in prior year. Additionally, there was an increase in the Company's net issuance of loans receivable in the current year.

Net balance sheet deployment was $18.1 million for the year ended December 31, 2025, a $1.7 million increase compared to $16.4 million. This is primarily due to higher net issuance of loans receivable and increased utilization of the credit facility, as well as a higher overall working capital cash outflow for the year.

Portfolio investments and monetizations

Portfolio investments and monetizations was $3.8 million for the three months ended December 31, 2025. Portfolio investments and monetizations was $14.4 million for the year ended December 31, 2025 compared to $0.5 million in the prior year. The increase was primarily attributable to the timing and volume of portfolio transactions completed in the current period.

Net financing and shareholder actions

Net financing and shareholder actions increased in the fourth quarter compared with the prior-year quarter and for the full year compared with the prior year, primarily reflecting higher repayments of debt and increased repurchases of common shares during the periods.

Cash Flow Summary

The following table provides a summary of cash inflows and outflows by activity for the three months and year ended December 31, 2025 and 2024:

(000s)
		Three months ended			Year ended
		December 31, 2025	December 31, 2024	December 31, 2025	December 31, <br>2024
Cash provided by operating activities before changes in working capital (1)	6,075	4,415	20,552	$15,110
Other changes in working capital (1)	(80)	(295)	(987)	(571)
Cash provided by operating activities before changes in loans receivable	5,995	4,120	19,565	14,539
Cash invested in loans receivable	(5,410)	(3,580)	(20,529)	(15,810)
Cash provided by (used in) operating activities	585	540	(964)	(1,271)
Cash provided by (used in) investing activities	2,759	(798)	11,716	(2,794)
Cash used in financing activities	(534)	(974)	(1,566)	(3,517)
Effect of exchange rate fluctuations	1	(3)	(14)	(21)
Net increase (decrease) in cash for the period	2,811	(1,235)	9,172	(7,603)

All values are in US Dollars.

• This is a non-IFRS measure. The above table includes a reconciliation to cash (used in) generated from operating activities which is the most comparable IFRS measure.

• Operating cash flow excluding changes in working capital and net issuance of loans receivable.

  29 | Page

		Management’s Discussion and Analysis

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 $6.0 million for the three months ended December 31, 2025, which is a $1.9 million increase compared to $4.1 million in the same period last year. Cash provided by operating activities before investment in gross loans receivables was $19.6 million for the year ended December 31, 2025, which is a $5.0 million increase compared to $14.5 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 a decrease in interest paid.

Cash invested in loans receivable was a $5.4 million outflow in the three months ended December 31, 2025 compared to a $3.6 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 provided by operating activities was consistent at $0.6 million for the three months ended December 31, 2025 compared to the same period last year. Cash used in operating activities was ($1.0) million for the year ended December 31, 2025, which is a decrease of $0.3 million compared to cash used in operating activities of ($1.3) 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 December 31, 2025 was $2.8 million compared to cash used in investing activities of ($0.8) million in the same period last year. Cash provided by investing activities in the year ended December 31, 2025 was $11.7 million compared to cash used in investing activities ($2.8) million in the same period last 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 used in financing activities in the three months ended December 31, 2025 was ($0.5) million compared to ($1.0) million for the same period last year. The decrease is due to $0.4 million of net draws on the Company's credit facility in current period compared to $0.3 million of net repayments in the prior period as well as a decrease in repayments on debentures and principal repayments of lease liabilities. Cash used in financing activities in the year ended December 31, 2025 was ($1.6) million compared to cash used in financing activities of ($3.5) million for the same period last year. This is primarily due to $2.4 million of net draws on the Company's credit facility in current year offset by the repurchase of common shares, compared to $0.6 million of net repayments in the prior period.

30 | Page

		Management’s Discussion and Analysis

Contractual Obligations

The following table shows contractual obligations as at December 31, 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)	2026		2027		2028		2029
Commitments - operational
Lease payments	1,085		605		—		—
Accounts payable	3,352		—		—		—
Accruals and other	12,946		—		—		—
Other purchase obligations	584		642		221		—
Interest – credit facility	5,757		5,757		5,757		32
Interest – Debentures(1)	2,607		2,418		2,212		519
		26,331		9,422		8,190		551
Commitments – principal repayments
Credit facility	—		—		—		51,713
Debentures (1)	2,249		2,434		2,635		25,367
		2,249		2,434		2,635		77,080
Total contractual obligations	28,580		11,856		10,825		77,631

All values are in US Dollars.

Transactions with Related Parties

Related party transactions during the three months and year ended December 31, 2025 include transactions with debenture holders that incur interest. The related party debentures balance as at December 31, 2025 totaled $0.1 million (December 31, 2024 – $0.1 million). The debentures bear annual coupon interest of 8.0% (December 31, 2024 – 8.0%) with interest expense for the three months and year ended December 31, 2025 totaling $3,000 and $10,000 respectively (December 31, 2024 – $3,000 and $14,000 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.

Key management personnel (“KMP”) are those persons having authority and responsibility for planning, directing, and controlling the activities of the entity, directly or indirectly. Key management personnel consist of directors and executive officers.

Aggregate compensation of KMP recorded as expenses in the consolidated statement of operations and comprehensive income (loss) during the year consisted of:

(000s)	Year ended
		December 31, <br>2025				December 31, <br>2024
Salary and short – term benefits		2,720				1,387
Stock-based compensation		759				874
			3,479				2,261

All values are in US Dollars.

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.

31 | Page

		Management’s Discussion and Analysis

Disclosure of Outstanding Shares

The authorized capital of Orion 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 March 12, 2026, 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 March 12, 2025
Common shares		23,943,550
Stock options		3,360
Restricted share units		-
Common share purchase warrants (2)		1,788

• The debenture repayments are payable in either cash or common shares of Orion at Orion’s option. The number of common shares required to settle the repayments are variable based on the Company's share price at the repayment date. The debentures are subordinated to the credit facility which has the effect of extending the maturity date of the debentures to the later of contractual maturity or the maturity date of the credit facility.
• Common share purchase warrants include the 1,018,519 warrants accounted for as a derivative financial liability. These warrants expire in June 2026. Refer to Note 23 of the consolidated financial statements for the three months and year ended December 31, 2025.

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, 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 would be effective January 1, 2025. Agreements entered into before the coming into force date of January 1, 2025, are not impacted. The new reduced rate is only applicable to agreements entered into as of January 1, 2025. The Company has made the necessary adjustments to product offerings to comply with the new rate requirements.

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

Other risks facing our business, and that could cause actual results to differ materially from current expectations may include, but are not limited to, risks and uncertainties that are discussed in greater detail in the "Risk Factors" section of our current annual information form for the year ended December 31, 2024, and elsewhere in this MD&A.

32 | Page

		Management’s Discussion and Analysis

Capital management

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

Critical Accounting Estimates

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

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

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 year ended December 31, 2025.

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 audited annual consolidated financial statements of the Company.

Standards issued but not yet effective

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

In May 2024, the International Accounting Standards Board issued narrow-scope amendments to IFRS 9 Financial Instruments and related disclosure requirements in IFRS 7, effective for annual periods beginning on or after January 1, 2026. The amendments clarify the recognition and derecognition criteria for financial assets and liabilities and introduce an optional accounting policy choice to derecognise financial liabilities settled through electronic payment systems before the settlement date, provided specific criteria are met. Financial assets continue to be derecognised when contractual rights to the cash flows expire or the asset is transferred. The Company is currently assessing the impact of these amendments on its consolidated financial statements and does not expect their adoption to have a material effect.

33 | Page

		Management’s Discussion and Analysis

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.

As at December 31, 2025, management assessed the design and operating effectiveness of the Company’s ICFR and concluded that such ICFR is appropriately designed and operating effectively, and no material weaknesses were identified. There have been no changes in the Company's ICFR during the period that have materially affected, or are likely to materially affect, the Company's ICFR.

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