Borrowings | Borrowings The Company maintains various funding facilities, financing facilities, and unsecured senior notes, as shown in the tables below. Interest rates typically have two main components; a base rate - most commonly SOFR, which is sometimes subject to a minimum floor, plus a spread. Some funding facilities have a commitment fee, which can be up to 50 basis points per year. The commitment fee charged by lenders is calculated based on the committed line amount multiplied by a negotiated rate. The Company is required to maintain certain covenants, including minimum tangible net worth, minimum liquidity, maximum total debt or liabilities to net worth ratio, pretax net income requirements, and other customary debt covenants, as defined in the agreements. The Company was in compliance with all covenants as of March 31, 2024 and December 31, 2023. The amount owed and outstanding on the Company’s loan funding facilities fluctuates based on its origination volume, the amount of time it takes the Company to sell the loans it originates, and the Company’s ability to use its cash to self-fund loans. In addition to self-funding, the Company may use surplus cash to “buy-down” the effective interest rate of certain loan funding facilities or to self-fund a portion of our loan originations. Buy-down funds are included in Cash and cash equivalents on the Condensed Consolidated Balance Sheets. We have the ability to withdraw these funds at any time, unless a margin call has been made or a default has occurred under the relevant facilities. We will also deploy cash to self-fund loan originations, a portion of which can be transferred to a mortgage loan funding facility or the early buy out line, provided that such loans meet the eligibility criteria to be placed on such lines. The remaining portion will be funded in normal course over a short period of time, generally less than 45 days. The terms of the Senior Notes restrict our ability and the ability of our subsidiary guarantors among other things to: (1) merge, consolidate or sell, transfer or lease assets, and; (2) create liens on assets. Mortgage Funding Facilities Facility Type Collateral Maturity Line Amount Committed Line Amount Outstanding Balance as of March 31, 2024 Outstanding Balance as of December 31, 2023 Mortgage Loan funding: 1) Master Repurchase Agreement (6) Mortgage loans held for sale (5) 11/27/2024 1,000,000 100,000 984,409 397,265 2) Master Repurchase Agreement (6) Mortgage loans held for sale (5) 8/9/2024 2,000,000 250,000 570,200 429,976 3) Master Repurchase Agreement (1)(6) Mortgage loans held for sale (5) 1/24/2025 1,500,000 550,000 544,191 552,079 4) Master Repurchase Agreement (6) Mortgage loans held for sale (5) 9/8/2025 1,000,000 250,000 991,311 547,016 5) Master Repurchase Agreement (2)(6) Mortgage loans held for sale (5) 11/6/2025 1,500,000 250,000 176,694 106,063 6) Master Repurchase Agreement (6) Mortgage loans held for sale (5) 7/21/2025 1,000,000 100,000 270,294 241,574 7) Master Repurchase Agreement (6) Mortgage loans held for sale (5) 9/26/2025 800,000 100,000 799,659 507,302 $ 8,800,000 $ 1,600,000 $ 4,336,758 $ 2,781,275 Mortgage Loan Early Funding: 8) Early Funding Facility (3)(6) Mortgage loans held for sale (5) (3) $ 5,000,000 $ — $ 1,018,918 $ 286,594 9) Early Funding Facility (4)(6) Mortgage loans held for sale (5) (4) 2,000,000 — 646,676 183,414 7,000,000 — 1,665,594 470,008 Total Mortgage Funding Facilities $ 15,800,000 $ 1,600,000 $ 6,002,352 $ 3,251,283 Personal Loan funding: 10) Revolving Credit and Security Agreement (6) Personal loans held for sale 1/30/2025 $ 175,000 $ 175,000 $ 143,100 $ 116,100 Total Funding Facilities $ 15,975,000 $ 1,775,000 $ 6,145,452 $ 3,367,383 (1) This facility has a 12-month initial term, which can be extended for 3-months at each subsequent 3-month anniversary from the initial start date. Subsequent to March 31, 2024, this facility was extended to April 25, 2025. (2) This facility has an overall line size of $1,500,000. This facility also includes a $1,500,000 sublimit for MSR financing; Capacity is fully fungible and is not restricted by these allocations. (3) This facility is an evergreen agreement with no stated termination or expiration date. This agreement can be terminated by either party upon written notice. (4) This facility has an overall line size of $2,000,000, which is reviewed every 90 days. This facility is an evergreen agreement with no stated termination or expiration date. This agreement can be terminated by either party upon written notice. (5) The Company has multiple borrowing facilities in the form of asset sales under agreements to repurchase. These borrowing facilities are secured by mortgage loans held for sale at fair value as the first priority security interest. (6) The interest rates charged by lenders on funding facilities included the applicable base rate plus a spread ranging from 1.00% to 1.80% for the three months ended March 31, 2024, and for the year ended December 31, 2023. Financing Facilities Facility Type Collateral Maturity Line Amount Committed Line Amount Outstanding Balance as of March 31, 2024 Outstanding Balance as of December 31, 2023 Line of Credit Financing Facilities 1) Unsecured line of credit (1) — 7/27/2025 $ 2,000,000 $ — $ — $ — 2) Unsecured line of credit (1) — 7/31/2025 100,000 — — — 3) Revolving credit facility (4) — 8/10/2025 1,250,000 1,250,000 — — 4) MSR line of credit (4) MSRs 11/8/2024 500,000 — — — 5) MSR line of credit (2)(4) MSRs 11/6/2025 1,500,000 250,000 — — $ 5,350,000 $ 1,500,000 $ — $ — Early Buyout Financing Facility 6) Early buy out facility ( 3) (4) Loans/ Advances 4/15/2024 $ 1,500,000 $ — $ 171,748 $ 203,208 (1) Refer to Note 6, Transactions with Related Parties for additional details regarding this unsecured line of credit. (2) This facility is a sublimit of Master Repurchase Agreement 5 , found above in Mortgage Funding Facilities. Refer to Subfootnote 2, Mortgage Funding Facilities for additional details regarding this financing facility. (3) Subsequent to March 31, 2024, this facility was extended to May 31, 2024. (4) The interest rates charged by lenders on the financing facilities included the applicable base rate, plus a spread ranging from 1.45% to 3.25% for the three months ended March 31, 2024 and 1.45% to 4.00% for the year ended December 31, 2023. Unsecured Senior Notes Facility Type Maturity Interest Rate Outstanding Principal March 31, 2024 Outstanding Principal December 31, 2023 Unsecured Senior Notes (1) 10/15/2026 2.875 % $ 1,150,000 $ 1,150,000 Unsecured Senior Notes (2) 1/15/2028 5.250 % 61,985 61,985 Unsecured Senior Notes (3) 3/1/2029 3.625 % 750,000 750,000 Unsecured Senior Notes (4) 3/1/2031 3.875 % 1,250,000 1,250,000 Unsecured Senior Notes (5) 10/15/2033 4.000 % 850,000 850,000 Total Senior Notes $ 4,061,985 $ 4,061,985 Weighted Average Interest Rate 3.59 % 3.59 % (1) The 2026 Senior Notes are unsecured obligation notes with no asset required to pledge for this borrowing. Unamortized debt issuance costs are presented net against the Senior Notes reducing the $1,150,000 carrying amount on the Condensed Consolidated Balance Sheets by $5,712 and $6,284 as of March 31, 2024 and December 31, 2023, respectively. (2) The 2028 Senior Notes are unsecured obligation notes with no asset required to pledge for this borrowing. Unamortized debt issuance costs and discounts are presented net against the Senior Notes reducing the $61,985 carrying amount on the Condensed Consolidated Balance Sheets by $267 and $222 as of March 31, 2024, respectively, and $285 and $237, as of December 31, 2023, respectively. (3) The 2029 Senior Notes are unsecured obligation notes with no asset required to pledge for this borrowing. Unamortized debt issuance costs are presented net against the Senior Notes reducing the $750,000 carrying amount on the Condensed Consolidated Balance Sheets by $4,930 and $5,181 as of March 31, 2024 and December 31, 2023, respectively. (4) The 2031 Senior Notes are unsecured obligation notes with no asset required to pledge for this borrowing. Unamortized debt issuance costs are presented net against the Senior Notes reducing the $1,250,000 carrying amount on the Condensed Consolidated Balance Sheets by $9,351 and $9,689 as of March 31, 2024 and December 31, 2023, respectively. (5) The 2033 Senior Notes are unsecured obligation notes with no asset required to pledge for this borrowing. Unamortized debt issuance costs are presented net against the Senior Notes reducing the $850,000 carrying amount on the Condensed Consolidated Balance Sheets by $6,685 and $6,861 as of March 31, 2024 and December 31, 2023, respectively. Refer to Note 2, Fair Value Measurements for information pertaining to the fair value of the Company’s debt as of March 31, 2024 and December 31, 2023. |