What changed in this filing

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Item 9A. Controls and Procedures

2023-03-14 compared with 2022-03-01 · 77 added, 81 removed, 249 unchanged (39% of the section changed)

9 unchanged sentences

Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2022 based on the criteria established in "Internal Control-Integrated Framework" (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

On December 22, 2021, we completed the acquisition of Digit.

Accordingly, the acquired assets and liabilities of this entity are included in our consolidated balance sheet as of December 31, 2021 and the results of its operations and cash flows are reported in our Consolidated Statements of Operations and cash flows for the year ended December 31, 2021 from the date of acquisition.

However, we have elected to exclude Digit from the scope of our internal control over financial reporting as of December 31, 2021.

The financial position of the acquired company represented approximately 1.0% of our total assets, after excluding goodwill and intangible assets recorded, and 0.2% of net revenue of our consolidated financial statement amounts as of and for the year ended December 31, 2021.

As a result of this assessment, management concluded that, as of December 31, 2022, our internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

20 unchanged sentences

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022, of the Company and our report dated March 13, 2023, expressed an unqualified opinion on those financial statements.

As described in Management’s Report on Internal Control Over Financial Reporting, management elected to exclude Hello Digit, Inc.

(“Digit”), which was acquired on December 22, 2021, from its assessment of internal control over financial reporting.

The financial position of Digit represented approximately 1.0% of the Company’s total assets, after excluding goodwill and intangible assets recorded, and 0.2% of net revenue of the consolidated financial statement amounts as of and for the year ended December 31, 2021.

Accordingly, our audit did not include the internal control over financial reporting at Digit.

Basis for Opinion

22 unchanged sentences

30+ Day Delinquency Rate Unpaid principal balance for our owned loans and credit card receivables that are 30 or more calendar days contractually past due as of the end of the period divided by Owned Principal Balance as of such date

Adjusted EBITDA Adjusted EBITDA is a non-GAAP financial measure calculated as net income (loss), adjusted for the impact of our election of the fair value option and further adjusted to eliminate the effect of the following items:

income tax expense (benefit), stock-based compensation expense, depreciation and amortization, certain non-recurring charges, origination fees for Fair Value Loans, net and fair value mark-to-market adjustments

Adjusted EBITDA Adjusted EBITDA is a non-GAAP financial measure calculated as net income (loss), adjusted to eliminate the effect of the following items:

income tax expense (benefit), stock-based compensation expense, depreciation and amortization, interest expense from corporate financing, certain non-recurring charges, origination fees for Loans Receivable at Fair Value, net and fair value mark-to-market adjustments

Acquisition Financing Asset-backed floating rate variable funding note and asset-backed residual certificate secured by certain residual cash flows of the Company's securitizations.

The Acquisition Financing was used to fund the cash consideration for the Digit acquisition.

Adjusted Earnings Per Share ("EPS") Adjusted EPS is a non-GAAP financial measure calculated by dividing Adjusted Net Income by adjusted weighted-average diluted common shares outstanding

Adjusted Net Income Adjusted Net Income is a non-GAAP financial measure calculated by adjusting our net income (loss), for the impact of our election of the fair value option, and further adjusted to exclude income tax expense (benefit), stock-based compensation expense, and certain non-recurring charges

Included as "Acquisition and corporate financing" on the Consolidated Balance Sheets

Adjusted Earnings Per Share ("EPS") Adjusted EPS is a non-GAAP financial measure calculated by dividing Adjusted Net Income by diluted adjusted weighted-average common shares outstanding

Adjusted Net Income Adjusted Net Income is a non-GAAP financial measure calculated by adjusting our net income (loss) adjusted to exclude income tax expense (benefit), stock-based compensation expense, and certain non-recurring charges

Adjusted Operating Efficiency Adjusted Operating Efficiency is a non-GAAP financial measure calculated by dividing adjusted total operating expenses (excluding stock-based compensation expense and certain non-recurring charges) by total revenue

Adjusted Return on Equity ("ROE") Adjusted Return on Equity is a non-GAAP financial measure calculated by dividing annualized Adjusted Net Income by Average Fair Value Pro Forma total stockholders’ equity

Aggregate Originations Aggregate amount disbursed to borrowers and credit granted on credit cards during a specific period, including amounts originated by us or loans or accounts that were originated under a bank partnership program.

Adjusted Return on Equity ("ROE") Adjusted Return on Equity is a non-GAAP financial measure calculated by dividing annualized Adjusted Net Income by average total stockholders’ equity

Aggregate Originations Aggregate amount disbursed to borrowers and credit granted on credit cards during a specified period, including amounts originated by us through our Lending as a Service partners or under our bank partnership programs.

Aggregate Originations exclude any fees in connection with the origination of a loan

1 unchanged sentence

APR Annual Percentage Rate

Asset-Backed Notes at Fair Value (or "Fair Value Notes") All asset-backed notes issued by Oportun on or after January 1, 2018

Average Daily Debt Balance Average of outstanding debt principal balance at the end of each calendar day during the period

1 unchanged sentence

Board Oportun’s Board of Directors

Corporate Financing Senior secured term loan secured by the assets of the Company and certain of its subsidiaries guaranteeing the term loan, including pledges of the equity interests of certain subsidiaries that are directly or indirectly owned by the Company.

Included as "Acquisition and corporate financing" on the Consolidated Balance Sheets

Cost of Debt Annualized interest expense divided by Average Daily Debt Balance

3 unchanged sentences

Emergency Hardship Deferral Any receivable that currently has one or more payments deferred and added at the end of the loan payment schedule in connection with a local or wide-spread emergency declared by local, state or federal government

Fair Value Loans (or "Loans Receivable at Fair Value") All loans receivable held for investment that were originated on or after January 1, 2018.

Upon the adoption of ASU 2019-05 as of January 1, 2020 all loans receivable held for investment are reported in this line item for all prospective reporting periods.

Fair Value Loans include loans receivable on our unsecured and secured personal loan products and credit card receivable balances

Fair Value Pro Forma In order to facilitate comparisons to periods prior to January 1, 2018, certain metrics included in this document have been shown on a pro forma basis, or the Fair Value Pro Forma, as if we had elected the fair value option since our inception for all loans originated and held for investment and all asset-backed notes issued

Fair Value Notes (or "Asset-Backed Notes at Fair Value") All asset-backed notes issued by Oportun on or after January 1, 2018

FICO® score or FICO® A credit score created by Fair Isaac Corporation

1 unchanged sentence

Leverage Average Daily Debt Balance divided by Average Daily Principal Balance

Loans Receivable at Fair Value (or "Fair Value Loans") All loans receivable held for investment that were originated on or after January 1, 2018.

Upon the adoption of ASU 2019-05 as of January 1, 2020 all loans receivable held for investment are reported in this line item for all prospective reporting periods.

Loans Receivable at Fair Value All loans receivable held for investment.

Loans Receivable at Fair Value include loans receivable on our unsecured and secured personal loan products and credit card receivable balances

1 unchanged sentence

Managed Principal Balance at End of Period also includes loans and accounts originated under a bank partnership program that we service

Members Members include borrowers with an outstanding loan or an active credit card owned or serviced by us at the end of a period or subscribers who are using our Digit Savings, Digit Direct, Digit Investing and/or Digit Retirement product.

Members include borrowers whose loans or accounts were originated by us or under a bank partnership program that we service

Term or Abbreviation Definition

Members Members include borrowers with an outstanding or successfully paid off loan, originated by us or under a bank partnership program that we service, or individuals who have been approved for a credit card issued under a bank partnership program.

Members also include individuals who have signed-up to use or are using any of our Digit Savings, Digit Direct, Digit Investing and/or Digit Retirement products

Net Revenue Net Revenue is calculated by subtracting interest expense from total revenue and adding the net increase (decrease) in fair value

4 unchanged sentences

Portfolio Yield Annualized interest income as a percentage of Average Daily Principal Balance

Term or Abbreviation Definition

Principal Balance Original principal balance reduced by principal payments received and principal charge-offs to date for our personal loans.

Purchases and cash advances, reduced by returns and principal payments received and principal charge-offs to date for our credit cards

Products Products refers to the number of personal loans and/or credit card accounts outstanding at the end of a period that have been originated by us or through one of our bank partners, as well as the number of digital banking products, including Digit Savings, Digit Direct, Digit Investing and Digit Retirement, that our Members are either subscribed to or have opted to use

Products Products refers to the aggregate number of personal loans and/or credit card accounts that our Members have had or been approved for that have been originated by us or through one of our bank partners.

Products also include the aggregate number of digital banking products we offer as a result of our acquisition of Digit, including Digit Savings, Digit Direct, Digit Investing and Digit Retirement, that our Members use or have signed-up to use

Return on Equity Annualized net income divided by average stockholders' equity for a period

Subsequent Fair Value Loans All loans receivable held for investment, previously measured at amortized cost for which we elected the fair value option upon adoption of ASU 2019-05, effective January 1, 2020

Secured Financing Asset-backed revolving debt facilities, including (1) the VFN facility which was collateralized by unsecured personal loans, terminated September 8, 2021 and replaced with the PLW facility that is collateralized by unsecured personal loans and secured personal loans and (2) the CCW facility that is collateralized by credit card accounts

1 unchanged sentence

Formerly defined solely as "Secured Financing" on the Consolidated Balance Sheets

VIEs Variable interest entities

Weighted Average Interest Rate Annualized interest expense as a percentage of average debt

Directors, Executive Officers and Corporate Governance

The information required by Item 10 with respect to executive officers is incorporated by reference to our Company’s definitive proxy statement for the 2022 Annual Meeting of Stockholders, which will be filed with the SEC pursuant to Regulation 14A within 120 days of the Company’s fiscal year ended December 31, 2021 (the "Proxy Statement").

Information required by Item 10 for matters other than executive officers is incorporated by reference to the Proxy Statement.

Code of Business Conduct.

Our Board of Directors adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers, including our principal executive officer and principal financial and accounting officer, or persons performing similar functions and agents and representatives, including directors and consultants.

The full text of our Code of Business Conduct and Ethics is posted on our website at www.oportun.com.

We intend to disclose future amendments to certain provisions of our Code of Business Conduct and Ethics, or waivers of such provisions applicable to any principal executive officer and principal financial and accounting officer, or persons performing similar functions, and our directors, on our website identified above.

The information required by this item, including information about our directors, executive officers and audit committee and code of conduct, will be included in our proxy statement for the 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days of our fiscal year ended December 31, 2022 ("2023 Proxy Statement") and is incorporated herein by reference.

Executive Compensation

The information required by Item 11 is incorporated by reference to the information presented in the Proxy Statement.

The information required by this item will be included in the 2023 Proxy Statement and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters

The information required by Item 12 is incorporated by reference to the information presented in the Proxy Statement.

The information required by this item will be included in the 2023 Proxy Statement and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

The information required by Item 13 is incorporated by reference to the information presented in the Proxy Statement.

The information required by this item will be included in the 2023 Proxy Statement and is incorporated herein by reference.

Principal Accounting Fees and Services

The information required by Item 14 is incorporated by reference to the information presented in the Proxy Statement.

The information required by this item will be included in the 2023 Proxy Statement and is incorporated herein by reference.

Exhibits and Financial Statement Schedules

21 unchanged sentences

3.2 Amended and Restated Bylaws of Oportun Financial Corporation.

8-K 001-39050 3.2 9/30/2019

8-K/A 001-39050 3.1 12/9/2022

4.1 Form of Common Stock Certificate.

3 unchanged sentences

4.3 Form of Registration Rights Agreement.

10-K 001-39050 4.3 3/1/2022

4.4 Description of the Company's Capital Stock .

4.5 Form of Warrant

8-K 001-39050 4.1 3/13/2023

4.6 Registration Rights Agreement, dated as of March 10, 2023, by and among Oportun Financial Corporation, Wilmington Trust, National Association, and the Lenders party thereto.

8-K 001-39050 4.2 3/13/2023

10.1+ Form of Indemnity Agreement between the Company and its directors and officers .

42 unchanged sentences

S-1/A 333-232685 10.17.1 9/16/2019

10.11.2 Series 2019-A Supplement to Base Indenture by and between Oportun Funding X I II, LLC and Wilmington Trust, National Association, dated as of August 1, 2019.

10.11-2 Series 2019-A Supplement to Base Indenture by and between Oportun Funding XIII, LLC and Wilmington Trust, National Association, dated as of August 1, 2019.

S-1/A 333-232685 10.17.2 9/16/2019

7 unchanged sentences

10-Q 001-39050 10.3 11/4/2021

10.15.1 Base Indenture by and between Oportun Funding V, LLC and Deutsche Bank Trust Company Americas, dated as of August 4, 2015.

S-1 333-232685 10.17.1 7/17/2019

10.15.2 First Amendment to Base Indenture by and between Oportun Funding V, LLC and Wilmington Trust, National Association, dated as of May 25, 2016.

S-1 333-232685 10.17.2 7/17/2019

10.15.3 Second Amendment to Base Indenture by and between Oportun Funding V, LLC and Wilmington Trust, National Association, dated as of June 7, 2016.

S-1 333-232685 10.17.3 7/17/2019

10.15.4 Third Amendment to Base Indenture by and between Oportun Funding V, LLC and Wilmington Trust, National Association, dated as of August 1, 2017

S-1 333-232685 10.17.4 7/17/2019

10.15.5 Fourth Amendment to Base Indenture by and between Oportun Funding V, LLC and Wilmington Trust, National Association, dated as of February 23, 2018.

S-1 333-232685 10.17.5 7/17/2019

10.15.6 Fifth Amendment to Base Indenture by and between Oportun Funding V, LLC and Wilmington Trust, National Association, dated as of December 10, 2018.

S-1 333-232685 10.17.6 7/17/2019

10.15.7 Series 2015 Supplement to Base Indenture by and between Oportun Funding V, LLC and Deutsche Bank Trust Company Americas, dated as of August 4, 2015.

S-1 333-232685 10.17.7 7/17/2019

10.15.8 First Amendment to the Series 2015 Supplement by and between Oportun Funding V, LLC and Deutsche Bank Trust Company Americas, dated as of November 23, 2015.

S-1 333-232685 10.17.8 7/17/2019

10.15.9 Second Amendment to the Series 2015 Supplement by and between Oportun Funding V, LLC and Wilmington Trust, National Association, dated as of August 1, 2017.

S-1 333-232685 10.17.9 7/17/2019

10.15.10 Third Amendment to the Series 2015 Supplement by and between Oportun Funding V, LLC and Wilmington Trust, National Association, dated as of December 10, 2018.

S-1 333-232685 10.17.10 7/17/2019

10.15.11 Sixth Amendment to Base Indenture by and between Oportun Funding V, LLC and Wilmington Trust, National Association, dated as of September 12, 2019.

S-1 333-232685 10.18.11 9/16/2019

10.15.12 Fourth Amendment to the Series 2015 Supplement by and between Oportun Funding V, LLC and Wilmington Trust, National Association, dated as of September 12, 2019.

S-1 333-232685 10.18.12 9/16/2019

10.15.13 Seventh Amendment to Base Indenture by and between Oportun Funding V, LLC and Wilmington Trust, National Association, dated as of November 4, 2019.

10-K 001-39050 10.1 2/28/2020

10.15.14 Eighth Amendment to Base Indenture by and between Oportun Funding V, LLC and Wilmington Trust, National Association, dated as of May 22, 2020.

8-K 001-39050 10.1 5/27/2020

10.15.15 Fifth Amendment to the Series 2015 Supplement by and between Oportun Funding V, LLC and Wilmington Trust, National Association, dated as of May 22, 2020.

8-K 001-39050 10.2 5/27/2020

10.15.16 Ninth Amendment to Base Indenture by and between Oportun Funding V, LLC and Wilmington Trust, National Association, dated as of June 22, 2020.

10-Q 001-39050 10.2 8/7/2020

10.15.17 Sixth Amendment to the Series 2015 Supplement by and between Oportun Funding V, LLC and Wilmington Trust, National Association, dated as of June 22, 2020

10-Q 001-39050 10.2 8/7/2020

10.16-1** Receivables Retention Facility Agreement, dated February 5, 2021, by and between Oportun, Inc.

9 unchanged sentences

10.17-4** Letter Agreement to Retention Facility Agreement by and between WebBank and Oportun, Inc., dated as of November 30, 2021.

10-K 001-39050 10.17.4 03/1/2022

10.18-1** Loan and Security Agreement by and between Oportun PLW Trust, Oportun PLW Depositor, LLC, Oportun, Inc., the Lenders thereto, and Wilmington Trust, National Association, dated as of September 8, 2021.

10-Q 001-39050 10.2 11/4/2021

10.18-2** First Amendment to Loan and Security Agreement by and between Oportun PLW Trust, Oportun PLW Depositor, LLC, Oportun, Inc., the Lenders thereto, and Wilmington Trust, National Association, dated as of March 22, 2022.

10-Q 001-39050 10.4.1 8/9/2022

10.18-3** Second Amendment to Loan and Security Agreement by and between Oportun PLW Trust, Oportun PLW Depositor, LLC, Oportun, Inc., the Lenders thereto, and Wilmington Trust, National Association, dated as of March 25, 2022.

10-Q 001-39050 10.4.2 8/9/2022

10.18-4** Third Amendment to Loan and Security Agreement by and between Oportun PLW Trust, Oportun PLW Depositor, LLC, Oportun, Inc., the Lenders thereto, and Wilmington Trust, National Association, dated as of March 31, 2022.

10-Q 001-39050 10.4.3 8/9/2022

10.18-5** Fourth Amendment to Loan and Security Agreement by and between Oportun PLW Trust, Oportun PLW Depositor, LLC, Oportun, Inc., the Lenders thereto, and Wilmington Trust, National Association, dated as of September 14, 2022.

10-Q 001-39050 10.2 11/8/2022

10.19-1** Indenture between Oportun RF, LLC and Wilmington Trust, National Association, dated as of December 20, 2021.

10-K 001-39050 10.19 3/1/2022

10.19-2 First Amendment to Indenture by and between Oportun RF, LLC and Wilmington Trust, National Association, dated as of May 24, 2022.

10-Q 001-39050 10.3.1 8/9/2022

10.19-3 Second Amendment to Indenture by and between Oportun RF, LLC and Wilmington Trust, National Association, dated as of July 28, 2022.

10-Q 001-39050 10.3.2 8/9/2022

10.19-4 Third Amendment to Indenture by and between Oportun RF, LLC and Wilmington Trust, National Association, dated as of November 2, 2022.

10.19-5 Fourth Amendment to Indenture by and between Oportun RF, LLC and Wilmington Trust, National Association, dated as of December 22, 2022.

10.19-6 Fifth Amendment to Indenture by and between Oportun RF, LLC and Wilmington Trust, National Association, dated as of February 10, 2023.

10.20-1** Indenture between CCW Trust and Wilmington Trust, National Association, dated as of December 20, 2021.

10-K 001-39050 10.2 3/1/2022

10.20-2 First Amendment to Indenture by and between Oportun CCW Trust and Wilmington Trust, National Association, dated as of June 3, 2022.

10-Q 001-39050 10.5.1 8/9/2022

10.20-3** Master Amendment to Transaction Documents by and between Oportun CCW Trust, Oportun Depositor, LLC, Oportun, Inc., Wilmington Trust, National Association, and Wilmington Savings Fund Society, FSB, dated as of June 21, 2022.

10-Q 001-39050 10.5.2 8/9/2022

10.20-4** Third Amendment to Indenture by and between Oportun CCW Trust and Wilmington Trust, National Association, dated as of September 14, 2022.

10-Q 001-39050 10.3 11/8/2022

10.20-5** Master Amendment to Transaction Documents by and between Oportun CCW Trust, Oportun Depositor, LLC, Oportun, Inc., Wilmington Trust, National Association, and Wilmington Savings Fund Society, FSB, dated as of September 28, 2022.

10-Q 001-39050 10.4 11/8/2022

10.20-6** Master Amendment to Transaction Documents by and between Oportun CCW Trust, Oportun CCW Depositor, LLC, Oportun, Inc., Wilmington Trust, National Association, and WebBank, dated as of March 8, 2023.

10.21-1 Base Indenture by and between Oportun Funding 2022-1, LLC and Wilmington Trust, National Association, dated as of March 31, 2022.

10-Q 001-39050 10.2.1 5/10/2022

10.21-2** Series 2022-1 Supplement to Base Indenture by and between Oportun Funding 2022-1, LLC and Wilmington Trust, National Association, dated as of March 31, 2022.

10-Q 001-39050 10.2.2 5/10/2022

10.22** Indenture between Oportun Issuance Trust 2022-A and Wilmington Trust, National Association, dated as of May 23, 2022.

10-Q 001-39050 10.1 8/9/2022

10.23** Indenture between Oportun Issuance Trust 2022-2 and Wilmington Trust, National Association, dated as of July 22, 2022.

10-Q 001-39050 10.2 8/9/2022

10.24-1** Credit Agreement, dated as of September 14, 2022, by and among Oportun Financial Corporation, Wilmington Trust, National Association, and the Lenders party thereto.

10-Q 001-39050 10.1 11/8/2022

10.24-2 Amendment No.

1 to Credit Agreement, dated as of November 22, 2022, by and among Oportun Financial Corporation, the Subsidiary Guarantors party thereto, Wilmington Trust, National Association, and the Lenders party thereto.

10.24-3** Amendment No.

2 to Credit Agreement, dated as of March 10, 2023, by and among Oportun Financial Corporation, the Subsidiary Guarantors party thereto, Wilmington Trust, National Association, and the Lenders party thereto.

8-K 001-39050 10.1 3/13/2023

10.25** Indenture between Oportun Issuance Trust 2022-3 and Wilmington Trust, National Association, dated as of November 3, 2022.

10-Q 001-39050 10.5 11/8/2022

21.1 List of Subsidiaries of Oportun Financial Corporation

15 unchanged sentences

Omitted portions have been filed separately with the Securities and Exchange Commission.

¥ Portions of this document constitute confidential information and have been omitted because they are not material and would be competitively harmful if publicly disclosed.

** Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

** Portions of this exhibit have been omitted pursuant to Item 601 of Regulation S-K.

The registrant agrees to furnish supplementally to the SEC a copy of any omitted schedule or exhibit upon request by the SEC.

6 unchanged sentences

Chief Financial Officer and Chief Administrative Officer

(Principal Financial and Accounting Officer)

(Principal Financial Officer)

POWER OF ATTORNEY

4 unchanged sentences

(President, Chief Executive Officer, and Director) (Chief Financial Officer and Chief Administrative Officer)

(Principal Executive Officer) (Principal Financial and Accounting Officer)

(Principal Executive Officer) (Principal Financial Officer)

March 14, 2023

Alvarez /s/ Roy Banks

Alvarez Roy Banks

(Director) (Director)

/s/ Casey Mueller /s/ Roy Banks

Casey Mueller Roy Banks

(Senior Vice President, Global Controller and Principal Accounting Officer) (Director)

(Principal Accounting Officer) Date:

March 14, 2023

23 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures