Business Context and Reporting Period
Company: Orion Digital Corp. (formerly Mogo Inc.)
Filing Type: Form 20-F Annual Report
Reporting Period: Fiscal year ended December 31, 2025
Headquarters: Vancouver, British Columbia, Canada
Listing: Nasdaq (Ticker: ORIO, effective Jan 2, 2026) and TSX
Orion Digital is a financial technology company operating three primary business lines: a digital wealth platform (Intelligent Investing), a European payments infrastructure business (Carta), and a Canadian consumer lending portfolio. In late 2025, the company rebranded from Mogo Inc. to reflect its evolution into a multi-platform digital financial infrastructure business. The company exited its legacy institutional brokerage business and Canadian payments operations in 2025 to focus on core platform growth.
Key Financial Metrics (Year Ended Dec 31, 2025)
| Metric | 2025 (CAD) | 2024 (CAD) |
|---|---|---|
| Total Revenue | $68.6 million | $71.2 million |
| Net Loss | $(8.5) million | $(13.7) million |
| Adjusted EBITDA | $7.1 million | $6.6 million |
| Adjusted Net Loss | $(2.3) million | $(4.1) million |
| Cash from Operating Activities | $(1.0) million | $(1.3) million |
| Cash & Equivalents (Dec 31, 2025) | $17.7 million | $8.5 million |
| Total Debt (Credit Facility + Debentures) | $83.6 million | $84.0 million |
| Shareholders' Equity | $72.3 million | $81.2 million |
Note: All figures in Canadian dollars unless otherwise noted. Adjusted metrics exclude non-operating items such as revaluation gains/losses and stock-based compensation.
Material Changes vs. Prior Period
- Revenue Decline: Total revenue decreased 4% year-over-year to $68.6 million. This was driven by the exit of the legacy institutional brokerage business (which contributed $5.3 million in 2024) and lower interest revenue due to the implementation of a 35% interest rate cap on consumer lending in Canada effective Jan 1, 2025.
- Profitability Improvement: Net loss narrowed by 38% to $8.5 million. Adjusted net loss improved by 43% to $2.3 million, primarily due to increased gross profit and income from amendments to investor rights agreements (IRAs).
- Segment Performance:
- Wealth: Revenue grew 36% to $14.5 million, driven by the rollout of Phase 1 of the Intelligent Investing platform.
- Payments: Revenue grew 15% to $9.9 million, reflecting 14% growth in European transaction volumes.
- Lending: Interest revenue declined 6% to $26.3 million due to regulatory rate caps and disciplined portfolio management.
- Investment Portfolio: The company monetized approximately $19.5 million of its investment portfolio in 2025 (primarily from the sale of its stake in WonderFi) and exited its remaining position in early 2026, boosting cash reserves.
- Debt Restructuring: In February 2025, the company amended its $60 million credit facility, extending the maturity to January 2029 and reducing the interest rate by 100 basis points (to SOFR + 7%).
Guidance, Outlook, and Risks
Management Commentary & Outlook: Management prioritizes reinvestment in the Wealth and Payments platforms. The company has exited sub-scale revenue streams to focus on higher-margin offerings. Capital allocation priorities include platform reinvestment, opportunistic share repurchases, and maintaining liquidity. The company does not intend to pay dividends in the foreseeable future.
Key Risks & Contingencies:
- Regulatory Changes: The 35% criminal interest rate cap in Canada limits lending revenue potential. Further reductions are under consultation. European operations face evolving regulations including the EU AI Act and Digital Operational Resilience Act (DORA).
- Credit Risk: Approximately 35% of assets consist of loans. Worsening economic conditions or AI-driven labor market displacement could increase default rates. The allowance for loan losses increased to 21.9% of gross loans.
- Liquidity & Debt: The company relies heavily on a single credit facility ($60M) and debentures. Breach of covenants could trigger early amortization. Debt financing sources are highly concentrated.
- Rebranding: The transition from "Mogo" to "Orion Digital" carries risks of brand confusion and customer attrition.
- Investment Volatility: The remaining investment portfolio (~$21M) includes private companies and Bitcoin ETFs, subject to significant valuation risk and illiquidity.
Investor Verification Checklist
- Debt Covenants: Verify compliance with financial covenants under the Fortress Investment Group credit facility, specifically regarding loan-to-value ratios and liquidity requirements.
- Loan Loss Allowance: Review the methodology for the 21.9% allowance for loan losses and sensitivity to macroeconomic downturns.
- WonderFi Monetization: Confirm the final proceeds and tax implications of the complete exit from the WonderFi investment in early 2026.
- Regulatory Compliance: Assess the impact of the new 35% interest rate cap on future lending margins and the status of any pending consultations for further rate reductions.
- Adjusted Metrics: Reconcile Adjusted EBITDA and Adjusted Net Loss to GAAP/IFRS figures to understand the magnitude of non-cash and non-operating adjustments (e.g., revaluation losses).