Oportun Financial Corp 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures designed to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and that such information is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. As of December 31, 2023 , we carried out an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. This evaluation was conducted under the supervision of, and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on our evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of December 31, 2023 , our disclosure controls and procedures were effective to provide the reasonable assurance described above. Management's Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2023, based on the criteria established in "Internal Control-Integrated Framework" (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). As a result of this assessment, management concluded that, as of December 31, 2023, 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. Our independent registered public accounting firm, Deloitte & Touche LLP, has audited the consolidated financial statements included in this Annual Report on Form 10-K and, as part of their audit, has issued an audit report, included herein, on the effectiveness of our internal control over financial reporting. Their report is set forth below. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of Exchange Act that occurred during the during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitations on Effectiveness of Controls Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Our disclosure controls and procedures and our internal controls over financial reporting have been designed to provide reasonable assurance of achieving their objectives. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. 87 Report of Independent Registered Public Accounting Firm To the stockholders and the Board of Directors of Oportun Financial Corporation Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Oportun Financial Corporation and subsidiaries (the “Company”) as of December 31, 2023 , based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023 , based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. 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, 2023 , of the Company and our report dated March 15, 2024, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP San Francisco, CA March 15, 2024 Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. 88 GLOSSARY Terms and abbreviations used in this report are defined below. Term or Abbreviation Definition 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 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. 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 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 Annualized Net Charge-Off Rate Annualized loan and credit card principal losses (net of recoveries) divided by the Average Daily Principal Balance of owned loans and credit card receivables for the period APR Annual Percentage Rate Average Daily Debt Balance Average of outstanding debt principal balance at the end of each calendar day during the period Average Daily Principal Balance Average of outstanding principal balance of owned loans and credit card receivables at the end of each calendar day during the period 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 in "Acquisition and corporate financing" on the Consolidated Balance Sheets Cost of Debt Annualized interest expense divided by Average Daily Debt Balance Credit Card Warehouse (or "CCW") Revolving credit card warehouse debt facility, collateralized by credit card accounts. Included as "Secured Financing" on the Consolidated Balance Sheets Customer Acquisition Cost (or "CAC") Sales and marketing expenses, which include the costs associated with various paid marketing channels, including direct mail, digital marketing and brand marketing and the costs associated with our telesales and retail operations divided by number of loans originated and new credit cards activated to new and returning borrowers during a period 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 FICO® score or FICO® A credit score created by Fair Isaac Corporation GAAP Generally Accepted Accounting Principles Leverage Average Daily Debt Balance, excluding Corporate Financing, divided by Average Daily Principal Balance 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 Managed Principal Balance at End of Period Total amount of outstanding principal balance for all loans and credit card receivables, including loans sold, which we continue to service, at the end of the period. 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 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 had signed-up to use or are using our Set & Save product or historically our checking, investing and/or retirement products Net Revenue Net Revenue is calculated by subtracting interest expense from total revenue and adding the net increase (decrease) in fair value Operating Efficiency Total operating expenses divided by total revenue Owned Principal Balance at End of Period Total amount of outstanding principal balance for all loans and credit card receivables, excluding loans and receivables sold or loans retained by a bank partner, at the end of the period Personal Loan Warehouse (or "PLW") Revolving personal loan warehouse debt facility, collateralized by unsecured personal loans and secured personal loans that replaced the VFN facility. Included as "Secured Financing" on the Consolidated Balance Sheets Portfolio Yield Annualized interest income as a percentage of Average Daily Principal Balance 89 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 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, including Set & Save, checking, investing and/or retirement products , that our Members use or have signed-up to use Return on Equity Annualized net income divided by average stockholders' equity for a period Secured Financing Asset-backed revolving debt facilities, including (1) 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 Weighted Average Interest Rate Annualized interest expense as a percentage of average debt 90 PART III Item 10. Directors, Executive Officers and Corporate Governance 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 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of our fiscal year ended December 31, 2023 ("2023 Proxy Statement") and is incorporated herein by reference. Item 11. Executive Compensation The information required by this item will be included in the 2024 Proxy Statement and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item will be included in the 2024 Proxy Statement and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item will be included in the 2024 Proxy Statement and is incorporated herein by reference. Item 14. Principal Accountant Fees and Services The information required by this item will be included in the 2024 Proxy Statement and is incorporated herein by reference. 91 PART IV Item 15. Exhibit and Financial Statement Schedules (a) (1) The following consolidated financial statements of Oportun, Inc. and its subsidiaries are included in PART II - Item 8: Consolidated Balance Sheets, December 31, 2023 and 2022 Consolidated Statements of Operations, years ended December 31, 2023 and 2022 Consolidated Statements of Changes in Stockholders' Equity, years ended December 31, 2023 and 2022 Consolidated Statements of Cash Flow, years ended December 31, 2023 and 2022 Notes to the Consolidated Financial Statements (2) Financial Statement Schedules: All other schedules have been omitted because they are either not required or inapplicable. (3) Exhibits: Exhibits are listed in the Exhibit Index below. Item 16. Form 10-K Summary None. 92 Exhibit Index Incorporated by Reference Exhibit Description Form File No. Exhibit Filing Date Filed Herewith 2.1** Agreement and Plan of Reorganization, dated as of November 15, 2021, by and among Oportun Financial Corporation, Yosemite Merger Acquisition Corp., Yosemite Acquisition Sub, LLC, Hello Digit, Inc. and Shareholder Representative Services LLC. 8-K 001-39050 2.1 11/16/2021 3.1 Amended and Restated Certificate of Incorporation of Oportun Financial Corporation. 8-K 001-39050 3.1 9/30/2019 3.2 Amended and Restated Bylaws of Oportun Financial Corporation. 8-K 001-39050 3.1 10/11/2023 4.1 Form of Common Stock Certificate. S-1/A 333-232685 4.1 9/16/2019 4.2 Amended and Restated Investors’ Rights Agreement, dated as of February 6, 2015, by and among the Oportun Financial Corporation and certain of its stockholders. S-1 333-232685 4.2 7/17/2019 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. x 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 . S-1 333-232685 10.1 7/17/2019 10.2+ Amended and Restated 2005 Stock Option/Stock Issuance Plan and Form of Stock Option Grant Notice, Option Agreement and Form of Notice of Exercise. S-1 333-232685 10.2 7/17/2019 10.3+ 2015 Stock Option/Stock Issuance Plan and Forms of Stock Option Grant Notice, Option Agreement, Notice of Exercise, Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement. S-1 333-232685 10.3 7/17/2019 10.4+ 2019 Equity Incentive Plan and Forms of Award Notices and Agreements. 10-K 001-39050 10.4 2/23/2021 10.5+ Form of Performance-Based Restricted Stock Unit Award Agreement . 8-K 001-39050 10.1 12/12/2023 10.6+ 2019 Employee Stock Purchase Plan. S-1/A 333-232685 10.5 9/16/2019 10.7+ Amended and Restated 2021 Inducement Equity Incentive Plan and Form of Award Notice and Agreement . S-8 333-261964 10.1 6/15/2023 10.8+ Form of Executive Offer Letter by and between the Registrant and certain of its officers. S-1 333-232685 10.6 7/17/2019 10.9+ Executive Severance and Change in Control Policy S-1 333-232685 10.7 7/17/2019 10.10 Sublease Agreement by and between Oportun, Inc. and TiVo Corporation, dated as of July 31, 2017. S-1 333-232685 10.8 7/17/2019 10.11-1 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 10.17.1 9/16/2019 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 10.12-1 Base Indenture by and between Oportun Funding XIV, LLC and Wilmington Trust, National Association, dated as of March 8, 2021. 10-Q 001-39050 10.3.1 5/7/2021 10.12-2 Series 2021-A Supplement to Base Indenture by and between Oportun Funding XIV, LLC and Wilmington Trust, National Association, dated as of March 8, 2021. 10-Q 001-39050 10.3.2 5/7/2021 10.13** Indenture by and between Oportun Issuance Trust 2021-B, and Wilmington Trust, National Association, dated as of May 10, 2021. 10-Q 001-39050 10.1 8/6/2021 10.14^** Indenture by and between Oportun Issuance Trust 2021-C, and Wilmington Trust, National Association, dated as of October 28, 2021. 10-Q 001-39050 10.3 11/4/2021 93 10.15-1^** Receivables Retention Facility Agreement, dated February 5, 2021, by and between Oportun, Inc. and WebBank 10-K 001-39050 10.16.1 2/23/2021 10.15-2^** Amended and Restated Credit Card Program and Servicing Agreement, dated February 5, 2021, by and between Oportun, Inc. and WebBank 10-K 001-39050 10.16.2 2/23/2021 10.16-1^** 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 10.16-2** 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 10.16-3** 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 10.16-4** 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 10.16-5** 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 10.16-6** Fifth Amendment to the Loan and Security Agreement by and among Oportun PLW Trust, Oportun PLW Depositor, LLC, Oportun, Inc., the Lenders thereto, and Wilmington Trust, National Association, dated as of June 29, 2023. 10-Q 001-39050 10.2 8/9/2023 10.17-1** 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 10.17-2 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 10.17-3 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 10.17-4 Third Amendment to Indenture by and between Oportun RF, LLC and Wilmington Trust, National Association, dated as of November 2, 2022. 10-K 001-39050 10.19-4 3/14/2023 10.17-5 Fourth Amendment to Indenture by and between Oportun RF, LLC and Wilmington Trust, National Association, dated as of December 22, 2022. 10-K 001-39050 10.19-5 3/14/2023 10.17-6** Fifth Amendment to Indenture by and between Oportun RF, LLC and Wilmington Trust, National Association, dated as of February 10, 2023. 10-K 001-39050 10.19-6 3/14/2023 10.17-7 Sixth Amendment to Indenture by and between Oportun RF, LLC and Wilmington Trust, National Association, dated as of December 20, 2023. x 10.17-8 S eventh Amendment to Indenture by and between Oportun RF, LLC and Wilmington Trust, National Association, dated as of February 29, 2024 . x 10.17-9** Eight h Amendment to Indenture by and between Oportun RF, LLC and Wilmington Trust, National Association, dated as of March 8, 2024 . 8-K 001-39050 10.1 3/14/2024 10.18-1** Indenture between CCW Trust and Wilmington Trust, National Association, dated as of December 20, 2021. 10-K 001-39050 10.2 3/1/2022 10.18-2 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 10.18-3** 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 94 10.18-4** 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 10.18-5** 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 10.18-6** 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-K 001-39050 10.20-6 3/14/2023 10.18-7** Fifth Amendment to Indenture by and between Oportun CCW Trust and Wilmington Trust, National Association, dated as of July 27 , 2023 x 10.18-8** 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 November 28, 2023. x 10.18-9** S eventh Amendment to Indenture by and between Oportun CCW Trust and Wilmington Trust, National Association, dated as of December 22, 2023. x 10.19-1 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 10.19-2** 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 10.20** 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 10.21** 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 10.22-1^** 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 10.22-2 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-K 001-39050 10.24-2 3/14/2023 10.22-3^** 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 10.22-4^** Amendment No. 3 to Credit Agreement, dated as of March 1 2 , 202 4 , by and among Oportun Financial Corporation, the Subsidiary Guarantors party thereto, Wilmington Trust, National Association, and the Lenders party thereto. 8-K 001-39050 10.2 3/14/2024 10.23** 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 10.24^** Receivables Loan and Security Agreement , dated as of October 20, 2023, by and among Oportun CL Trust 2023-A , Oportun, Inc. , and Oportun CL Depositor, LLC, Wilmington Trust, National Association and the L e nders party thereto. x 10.25^** Program Agreement, by and between Oportun, Inc. and MetaBank, N.A., dated as of August 11, 2020. 10-Q 001-39050 10.1 11/12/2020 19.1 I nsider Trading Policy x 21.1 List of Subsidiaries of Oportun Financial Corporation x 23.1 Consent of Independent Registered Public Accounting Firm x 24.1 Power of Attorney (incorporated by reference to the signature page to this Annual Report on Form 10-K) x 31.1 Rule 13a-14(a)/15d-14(a) Certifications of the Chief Executive Officer and Director of Oportun Financial Corporation x 95 31.2 Rule 13a-14(a)/15d-14(a) Certifications of the Chief Financial Officer and Chief Administrative Officer of Oportun Financial Corporation x 32.1* Section 1350 Certifications x 97.1 C ompensation Recovery Policy x 101 Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Changes in Stockholders' Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to the Consolidated Financial Statements 104 Cover Page Interactive Data File in Inline XBRL format (included in Exhibit 101). * The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing. + Management contract or compensatory plan. ^ Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K by means of marking such portions with asterisks because the Registrant has determined that the information is not material and would likely cause competitive harm to the Registrant if publicly disclosed. ** Certain portions of this exhibit have been omitted pursuant to Item 601(a)(5) 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. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. 96 Signatures OPORTUN FINANCIAL CORPORATION (Registrant) Pursuant to the requirements of Section 13 or 15(d) 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, on March 15, 2024. Date: March 15, 2024 By: /s/ Jonathan Coblentz Jonathan Coblentz Chief Financial Officer and Chief Administrative Officer (Principal Financial Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Raul Vazquez and Jonathan Coblentz, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. 97 /s/ Raul Vazquez /s/ Jonathan Coblentz Raul Vazquez Jonathan Coblentz (President, Chief Executive Officer, and Director) (Chief Financial Officer and Chief Administrative Officer) (Principal Executive Officer) (Principal Financial Officer) Date: March 15, 2024 Date: March 15, 2024 /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 15, 2024 Date: March 15, 2024 /s/ Jo Ann Barefoot /s/ Mohit Daswani Jo Ann Barefoot Mohit Daswani (Director) (Director) Date: March 15, 2024 Date: March 15, 2024 /s/ Ginny Lee /s/ Carlos Minetti Ginny Lee Carlos Minetti (Director) (Director) Date: March 15, 2024 Date: March 15, 2024 /s/ Louis P. Miramontes /s/ Sandra Smith Louis P. Miramontes Sandra Smith (Director) (Director) Date: March 15, 2024 Date: March 15, 2024 /s/ R. Neil Williams R. Neil Williams (Director) Date: March 15, 2024 98