What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-20 compared with 2024-03-15 · 253 added, 219 removed, 815 unchanged (37% of the section changed)

5 unchanged sentences

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting 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 and our report dated March 15, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 20, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

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San Francisco, CA

March 15, 2024

February 20, 2025

We have served as the Company's auditor since 2010.

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Total liabilities 2,873,294 $ 3,007,484

Note 15 Leases, Commitments and Contingencies

Stockholders' equity

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Common stock, additional paid-in capital 612,642 584,555

Retained earnings (accumulated deficit) ( 173,849 ) 6,102

Accumulated deficit ( 252,531 ) ( 173,849 )

Treasury stock at cost, 272,023 and 272,023 shares at December 31, 2024 and December 31, 2023

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General, administrative and other 53,218 72,385

Goodwill impairment — 108,472

Total operating expenses 410,381 534,319

Income (loss) before taxes ( 115,177 ) ( 253,653 )

Income tax expense (benefit) ( 73,702 ) 2,458

Net income (loss) $ ( 179,951 ) $ ( 77,744 )

Net income (loss) attributable to common stockholders $ ( 179,951 ) $ ( 77,744 )

Income tax benefit ( 36,495 ) ( 73,702 )

Net loss $ ( 78,682 ) $ ( 179,951 )

Net loss attributable to common stockholders $ ( 78,682 ) $ ( 179,951 )

Earnings (loss) per share:

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Common Stock Warrants

Shares Par Value Additional Paid-in Capital Shares Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Treasury Stock Total Stockholders' Equity

Shares Par Value Additional Paid-in Capital Shares Additional Paid-in Capital Accumulated Deficit Treasury Stock Total Stockholders' Equity

Balance – January 1, 2024 34,469,053 $ 7 $ 565,124 4,193,453 $ 19,431 $ ( 173,849 ) $ ( 6,309 ) $ 404,404

Issuance of common stock upon exercise of stock options, net of shares withheld 37,314 — ( 46 ) — — — — ( 46 )

Stock-based compensation expense — — 13,965 — — — — 13,965

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Issuance of common stock upon exercise of stock options, net of shares withheld 37,314 — ( 46 ) — — — — ( 46 )

Repurchase of stock options ( 2,706 ) — ( 28 ) — — — — ( 28 )

Stock-based compensation expense — — 20,024 — — — — 20,024

Vesting of restricted stock units, net of shares withheld 1,077,132 — ( 2,653 ) — — — — ( 2,653 )

Issuance of warrants to purchase common stock in connection with debt financing — — — 4,193,453 19,431 — — 19,431

Net loss — — — — — ( 179,951 ) — ( 179,951 )

9 unchanged sentences

Depreciation and amortization 51,157 54,885

Goodwill impairment — 108,472

Fair value adjustment, net 468,413 596,839

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Net payments related to stock-based activities ( 272 ) ( 2,699 )

Net cash provided by (used in) financing activities ( 104,385 ) 934,530

Net cash used in financing activities ( 191,224 ) ( 104,385 )

Net increase in cash and cash equivalents and restricted cash 8,609 2,199

17 unchanged sentences

Organization and Description of Business

Oportun Financial Corporation (together with its subsidiaries unless the context indicates otherwise, "Oportun," the "Company,") is a mission driven fintech that puts its members’ financial goals within reach.

Oportun Financial Corporation (together with its subsidiaries unless the context indicates otherwise, "Oportun," or the "Company") is a mission driven financial services company that puts its members’ financial goals within reach.

With intelligent borrowing, savings, and budgeting capabilities, the Company empowers members with the confidence to build a better financial future.

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The Company has been certified by the United States Department of the Treasury as a Community Development Financial Institution ("CDFI") since 2009.

Segments are defined as components of an enterprise for which discrete financial information is available and evaluated regularly by the chief operating decision maker ("CODM") in deciding how to allocate resources and in assessing performance.

The Company’s Chief Executive Officer and the Company's Chief Financial Officer are collectively considered to be the CODM.

The CODM reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance.

The Company’s operations constitute a single reportable segment.

Summary of Significant Accounting Policies

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All intercompany accounts and transactions have been eliminated in consolidation.

Certain prior-period financial information has been reclassified to conform to current period presentation.

Use of Estimates ‑ The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of income and expenses during the reporting period.

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As of December 31, 2024, 41 %, 27 %, 10 %, 6 % and 4 % of the owned principal balance related to borrowers from California, Texas, Florida, Illinois and New Jersey, respectively.

Owned principal balance related to borrowers from each of the remaining states of operation continues to be at

or below 3 %.

Owned principal balance related to borrowers from each of the remaining states of operation continues to be at or below 3 %.

As of December 31, 2023, 46 %, 26 %, 9 %, 5 % and 3 % of the owned principal balance related to borrowers from California, Texas, Florida, Illinois and New Jersey, respectively, and the owned principal balance related to borrowers from each of the remaining states was at or below 3 %.

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The Company calculates these amounts by identifying upcoming bills and regular spending habits to ensure optimal amounts are flagged for savings and transferred to savings accounts.

The funds in these saving accounts are owned by Oportun members and are not the assets of the Company.

funds in these saving accounts are owned by Oportun members and are not the assets of the Company.

Therefore, these funds are not included in the Consolidated Balance Sheets.

Restricted Cash ‑ Restricted cash represents cash held at a financial institution as part of the collateral for the Company’s Secured Financing, asset-backed notes and loans designated for sale.

Additionally, cash held in reserve accounts by the Company and letters of credit held with the Company's banking institutions are presented in our restricted cash.

Loans Receivable at Fair Value ‑ Loans that we have the intent and ability to hold for the foreseeable future or until maturity or payoff are considered as loans held for investment.

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Oportun bears the risk of credit loss and has the benefit of any excess interest proceeds after satisfying various obligations under the agreements.

Goodwill ‑ Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired.

The Company performs impairment testing for goodwill annually or more frequently if an event or change in circumstances indicates that goodwill may be impaired.

The Company first assesses qualitative factors to determine if it is more likely than not that the fair value of the reporting unit is less than its carrying value.

If the Company concludes the fair value is less than its carrying value a quantitative test is performed.

The Company performs a quantitative goodwill impairment test by determining the fair value of the reporting unit and comparing it to the carrying value of the reporting unit.

If the fair value of the reporting unit is greater than the reporting unit's fair value, then the carrying value of the reporting unit is deemed to be recoverable.

If the carrying value of the reporting unit is greater than the reporting unit's fair value, goodwill is impaired and written down to the reporting unit's fair value.

In response to a sustained decline in the Company's share price primarily driven by macroeconomic conditions, the Company conducted a quantitative test of our goodwill as of September 30, 2022.

As a result of this quantitative test, the Company identified an impairment to goodwill resulting in recognition of a $ 108.5 million non-cash goodwill impairment charge for the year ended December 31, 2022.

There were no goodwill impairment charges during the year ended December 31, 2023.

Intangible Assets other than Goodwill - At the time intangible assets are initially recognized, a determination is made with regard to each asset as it relates to its useful life.

Intangible Assets - At the time intangible assets are initially recognized, a determination is made with regard to each asset as it relates to its useful life.

We have determined that each of our intangible assets has a finite useful life with the exception of certain trade names, which we have determined have indefinite lives.

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Fixed Assets ‑ Fixed assets are stated at cost, less accumulated depreciation.

Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets, which is generally three years for computer and office equipment and furniture and fixtures, and three to five years for purchased software, vehicles and leasehold improvements.

When assets are sold or retired, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss, if any, is included in the Consolidated Statements of Operations.

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Systems Development Costs ‑ The Company capitalizes software developed or acquired for internal use, and these costs are included in Capitalized software and other intangibles, net on the Consolidated Balance Sheets.

The Company has internally developed its proprietary Web-based technology platform, which consists of application processing, credit scoring, loan accounting, servicing and collections, debit card processing, data and analytics and digital banking services.

The Company capitalizes its costs to develop software when preliminary development efforts are successfully completed;

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Costs incurred for upgrades and enhancements that are expected to result in additional functionality are capitalized and amortized over the estimated useful life of the upgrades.

The Company acquired developed technology with its acquisition of Digit.

The Company acquired developed technology with its acquisition of Hello Digit, Inc.

Developed technology is included in capitalized software.

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Changes in fair value are recorded in "Net decrease in fair value" in the Consolidated Statements of Operations in the period of the fair value changes.

Asset-Backed Borrowings at Amortized Cost - Beginning 2023, t he Company elected the amortized cost method to account for newly issued asset-backed borrowings.

Asset-Backed Borrowings at Amortized Cost - Beginning 2023, the Company elected the amortized cost method to account for newly issued asset-backed borrowings.

The Company determines amortized cost using the effective interest method, which allocates interest expense over the expected life of the financial instrument.

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Discounts and debt issuance costs are accreted into the carrying amount of the debt and included in interest expense.

Acquisition Financing ‑ The Acquisition Financing is an asset-backed note carried at amortized cost.

The Company reports issuance costs associated with the financing on its balance sheet as a direct reduction in the carrying amount of the note, and they are amortized over the life of the

note using the effective interest method.

The Acquisition Financing was used to fund the cash component of the purchase price for the Digit acquisition and, as a result, the interest payments are recorded to General, administrative and other in the Consolidated Statements of Operations.

Acquisition and Corporate Financing ‑ Acquisition and Corporate Financing consists of two components, the Acquisition Financing and the Corporate Financing.

The Acquisition Financing was used to fund the cash component of the purchase price for the Digit acquisition, as a result, the interest payments are recorded to General, administrative and other in the Consolidated Statements of Operations.

The Acquisition Financing was fully repaid on November 14, 2024.

The Corporate Financing is used to fund the operations of the Company, and the interest payments are recorded to Interest Expense in the Consolidated Statements of Operations.

The Company reports issuance costs associated with these financings on its balance sheet as a direct reduction in the carrying amount of the notes, and they are amortized over the life of the notes using the effective interest method.

Revenue Recognition ‑ The Company’s primary sources of revenue consist of interest and non-interest income.

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Interest income on our personal loans receivable is recognized based upon the amount the Company expects to collect from its borrowers.

When a loan becomes delinquent for a period of 90 days or more, interest income continues to be recorded until the loan is charged off.

Delinquent loans are charged off at month-end during the month it becomes 120 days’ delinquent.

Previously accrued and unpaid interest is also charged off in the month the Company receives a notification of bankruptcy, a judgment or mediated agreement by the court, or loss of life, unless there is evidence that the principal and interest are collectible.

Documentation fees associated with loans purchased from Pathward are presented within interest income.

Interest income on our credit card receivables is recognized on the current balance on the account, inclusive of outstanding principal balance plus previously unpaid interest and fees, at the end of the monthly billing cycle.

1 unchanged sentence

Non-Interest Income

Non-interest income includes subscription revenue, servicing fees, gain on loan sales, debit card income, documentation fees, sublease income and other income.

Non-interest income includes subscription revenue, servicing fees, gain on loan sales, debit card income, documentation fees, sublease income, interest on member's accounts, and other income.

Subscription Revenue - The Company earns revenue on a subscription basis from users of its platform.

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Documentation fees to which the Company expects to be entitled are variable consideration because loan volume originated over the contractual term is not known at the contract’s inception.

Documentation fees associated with loans purchased from Pathward are presented within interest income.

The transaction fee is determined each time a loan is issued based on that loan’s initial principal amount and is recognized when performance is complete and upon the successful origination of a borrower's loan.

3 unchanged sentences

Interest expense ‑ Interest expense consists of interest expense associated with the Company’s Secured Financing, Asset-backed notes at fair value, Asset-backed borrowings at amortized cost, and Acquisition and Corporate Financing, and it includes the amortization of deferred origination costs for the Corporate Financing and Secured Financing facilities as well as fees for the unused portion of the Secured Financing facility.

The Company elected the fair value option for all asset-backed notes.

The Company elected the fair value option for all asset-backed notes at fair value.

Accordingly, all origination costs for such asset-backed notes at fair value are expensed as incurred.

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The Company accounts for forfeitures as they occur and does not estimate forfeitures as of the award grant date.

The Company granted restricted stock units ("RSUs") to employees that vest upon the satisfaction of time-based criterion of up to four years and previously some included a performance criterion, a liquidity event in connection with an initial public offering or a change in control.

These RSUs were not considered vested until both criteria were met and provided that the participant was in continuous service on the vesting date.

Compensation cost for awards with performance criteria, measured on the grant date, was recognized when both the service and performance conditions were probable of being achieved.

For grants and awards with just a service condition, the Company recognizes stock-based compensation expenses using the straight-line basis over the requisite service period net of forfeitures.

As a result of shares vesting as part of the Company's stock-based plans shares are surrendered to the Company to satisfy the tax withholding obligations and the Company pays the associated payroll taxes and the shares go back to the plan for future use .

The Company granted restricted stock units ("RSUs") to employees that vest upon the satisfaction of time-based criterion of up to four years and in some cases, an additional market criterion based on the Company’s stock price.

These RSUs were not considered vested until both criteria were

met and provided that the participant was in continuous service on the vesting date.

The fair value for awards with a market criterion is estimated using a Monte Carlo simulation.

The Company recognizes stock-based compensation expenses using the straight-line basis over the requisite service period net of forfeitures.

Treasury Stock ‑ Treasury stock is reported at cost, and no gain or loss is recorded on stock repurchase transactions.

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The Company computes earnings per share using the two-class method required for participating securities.

The Company considers all series of convertible preferred stock to be participating securities due to their noncumulative dividend rights.

As such, net income allocated to these participating securities, which includes participation rights in undistributed earnings, are subtracted from net income to determine total undistributed net income to be allocated to common stockholders.

All participating securities are excluded from basic weighted-average common shares outstanding.

Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised.

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The ASU is effective for annual periods beginning after December 15, 2024.

Early adoption is permitted.

The Company has evaluated the effect of the new guidance and determined the ASU expands tax disclosures but it will not have a material impact on the consolidated financial statements.

While early adoption is permitted, the company will evaluate the effect of the new guidance and determine when it will be implemented.

The ASU expands tax disclosures but it will not have a material impact on the consolidated financial statements.

Income Statement - In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40).

This ASU requires disaggregated disclosure of income statement expenses for public business entities (PBEs).

The ASU does not change the expense captions an entity presents on the face of the income statement;

rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements.

The ASU is effective for all PBEs for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

While early adoption is permitted, the company will evaluate the effect of the new guidance and determine when it will be implemented.

The ASU expands Expense disclosures but it will not have a material impact on the consolidated financial statements.

Recently Adopted Accounting Standards

Segment Reporting - In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures .

The ASU enhances disclosures about significant segment expenses, provides new segment disclosure requirements for entities with a single reportable segment, enhances interim disclosure requirements, clarifies circumstances in which an entity is permitted to disclose multiple segment measures of profit or loss and other disclosure requirements.

The ASU is effective for fiscal years beginning after December 15, 2023.

The Company adopted ASU 2023-07 on December 31, 2024.

The adoption of this ASU did not have a material impact on the Company's financial position, results of operations, or cash flows but enhanced the disclosure of its segment reporting disclosures.

Early adoption is permitted.

The Company has evaluated the effect of the new guidance and determined that the expanded segment disclosures will apply but it will not have a material impact on the consolidated financial statements.

Recently Adopted Accounting Standards

See Note 17 , Segment Reporting .

Earnings (Loss) per Share

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(in thousands, except share and per share data) 2024 2023

Net income (loss) $ ( 179,951 ) $ ( 77,744 )

Net income (loss) attributable to common stockholders $ ( 179,951 ) $ ( 77,744 )

Net loss $ ( 78,682 ) $ ( 179,951 )

Net loss attributable to common stockholders $ ( 78,682 ) $ ( 179,951 )

Basic weighted-average common shares outstanding 40,356,025 36,875,950

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Variable Interest Entities

Variable interest entities ("VIEs") are legal entities that either have an insufficient amount of equity at risk for the entity to finance its activities without additional subordinated financial support or, as a group, the holders of equity investment at risk lack the ability to direct the entity's activities that most significantly impact economic performance through voting or similar rights, or do not have the obligation to absorb the expected losses or the right to receive expected residual returns of the entity.

For all VIEs in which the Company is involved, it assesses whether it is the primary beneficiary of the VIE on an ongoing basis.

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In situations where the Company is not deemed to be the primary beneficiary of the VIE, it does not consolidate the VIE and only recognizes its interests in the VIE.

In addition, on June 16, 2023 and August 3, 2023, the Company entered into forward flow whole loan sale agreements that are considered secured borrowings and are not considered VIEs.

See Note 8, Borrowings for additional information on the secured borrowing under the caption of asset-backed borrowings at amortized cost.

Consolidated VIEs

As part of the Company’s overall funding strategy, the Company transfers a pool of designated loans receivable to wholly owned special-purpose subsidiaries ("VIEs") to collateralize certain asset-backed financing transactions.

As part of the Company’s overall funding strategy, the Company transfers a pool of designated loans receivable to wholly owned special-purpose subsidiaries to collateralize certain asset-backed financing transactions.

For these VIEs where the Company has determined that it is the primary beneficiary because it has the power to direct the activities that most significantly impact the VIEs’ economic performance and the obligation to absorb the losses or the right to receive benefits from the VIEs that could potentially be significant to the VIEs, the VIEs assets and related liabilities are consolidated with the results of the Company.

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Asset-backed borrowings at amortized cost

Acquisition financing (1)

476,557 195,057

Acquisition financing (1)

Total VIE liabilities $ 2,096,451 $ 2,323,248

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Loans Held for Sale and Loans Sold

Structured Loan Sales - On March 31, 2022, the Company participated in a securitization whereby the Company and funds managed by Ellington Management Group both contributed collateral and were co-sponsors of the transaction, which totaled $ 400.0 million in issued asset-backed notes.

As part of the securitization, the Company sold loans to OPTN Funding Grantor Trust 2022-1 ("Grantor Trust") through the issuance of amortizing asset-backed notes secured by a pool of its unsecured and secured personal installment loans.

The Company also sold its share of the residual interest in the pool.

The Company's continued involvement in the unconsolidated VIEs is in the form of servicer of these loans.

The Company does not have variable interest in the Grantor Trust or the issuer established for this transaction.

The sold loans were accounted for under the fair value option and had an aggregate unpaid principal balance of approximately $ 227.6 million, a cumulative fair value mark of $ 15.9 million and unpaid interest of $ 1.5 million.

The Company received $ 245.0 million of net proceeds and by selling both its notes and residual interest, the Company derecognized these loans from its Consolidated Balance Sheets.

Other Loan Sales - The Company enters into agreements to sell certain populations of its personal loans and credit card receivables from time to time, including non-performing loans and credit card receivables originated as held for investment.

The sold loans were accounted for under the fair value option.

The loan sales qualified for sale accounting treatment and the Company derecognized these loans from its Consolidated Balance Sheets when the loans were sold.

The loan sales qualified for sale accounting treatment and the Company derecognized these loans from its Consolidated Balance Sheets upon sale.

Whole Loan Sale Program ‑ The Company enters into whole loan sale agreements with third parties in which we agree to sell newly originated unsecured personal loans and secured personal loans.

1 unchanged sentence

The originations of loans sold and held for sale during the year ended December 31, 2023 was $ 56.6 million and the Company recorded a gain on sale of $ 8.5 million and servicing revenue of $ 9.6 million.

Oportun® Visa® Credit Card - On June 21, 2024, the Company entered into a nonbinding letter of intent with a third-party to sell the credit cards receivable portfolio originated under the Company's credit card program.

Following the execution of the nonbinding letter of intent, the portfolio was considered to be held for sale and is presented within credit cards receivable held for sale on the Consolidated Balance Sheets.

The Company has elected the fair value option for the credit cards receivable portfolio and, as a result, the Company recorded a net decrease in fair value of $ 36.2 million associated with the terms contained within the nonbinding letter of intent.

On September 24, 2024, the Company entered into a definitive agreement to sell its credit cards receivable portfolio.

On November 12, 2024, the Company completed the sale of the credit cards receivable portfolio to Continental Purchasing, LLC (the “Credit Cards Receivable Sale Closing”).

As a result, the Company de-recognized its Credit Card Receivables Held for Sale in exchange for cash proceeds of $ 51.2 million.

The Company used the proceeds from the sale to pay off the Credit Card Warehouse facility.

Termination of the Card Program Agreements - In connection with the Credit Cards Receivable Sale Closing and pursuant to a program winddown agreement, the Amended and Restated Credit Card Program and Servicing Agreement, dated as of February 5, 2021, by and between the Company and WebBank, and other related documents, terminated effective November 10, 2024.

Capitalized Software and Other Intangibles

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System development costs capitalized in the years ended December 31, 2024 and 2023 were $ 20.5 million and $ 31.0 million, respectively.

The Company recognized a non-cash pre-tax impairment charge of $ 5.6 million related to the write-off of embedded finance, investing and retirement products.

In the annual period ended December 31, 2023, the Company recognized a non-cash pre-tax impairment charge of $ 5.6 million related to the write-off of embedded finance, investing and retirement products.

The non-cash impairment charge is included in Technology and Facilities in the Consolidated Statements of Operations.

Acquired developed technology was $ 48.5 million and is related to the acquisition of Digit.

Acquired developed technology was $ 48.5 million and is related to the acquisition of Digit on December 22, 2021.

Intangible Assets

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19,930 $ 27,468

Amortization of intangible assets for the years ended December 31, 2024 and 2023 was $ 7.5 million and $ 7.7 million.

On March 8, 2023, the Company revealed its rebranding of Oportun and Oportun Savings (formerly known as Digit) as a single brand.

Therefore, the Company wrote off its $ 0.8 million Digit trademark.

Amortization of intangible assets for the years ended December 31, 2023 and 2022 was $ 7.7 million and $ 7.9 million.

Expected future amortization expense for intangible assets as of December 31, 2024 is as follows:

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Prepaid expenses $ 11,623 $ 15,758

Deferred tax assets 48,123 1,793

Deferred tax assets, net 82,435 48,123

Current tax assets 3,736 4,731

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Depreciation and amortization expense related to fixed assets for the years ended December 31, 2024 and 2023 was $ 3.5 million and $ 4.3 million, respectively.

During the second quarter of 2024, the Company recognized an impairment of the right-of-use asset related to the leased office space in San Carlos, California due to a significant decrease in observed market rents for commercial office space, and the inability to find a sub-lessee given the remaining lease term and market conditions.

As a result, the Company disposed of all related fixed assets of $ 3.7 million and related accumulated depreciation of $ 3.5 million resulting in a loss on disposal of $ 0.2 million.

S ecured Financing

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Oportun CCW Trust (1)

$ 100,000 December 1, 2024 Variable (2)

$ 68,409 $ 76,574

$ — December 1, 2024 Adjusted SOFR + 3.41 %

Oportun PLW Trust (2)

600,000 September 1, 2024 Adjusted SOFR + 2.17 %

429,030 September 1, 2027 Term SOFR + 3.35 %

265,654 221,542

Oportun PLW II Trust 337,100 August 1, 2028 Term SOFR + 3.07 %

Total secured financing $ 766,130 $ 535,469 $ 289,951

(1) At December 31, 2022, the facility amount and the original maturity date on the Secured Financing - CCW facility (Oportun CCW Trust) were $ 150.0 million and December 1, 2023, respectively.

(2) The interest rate on the Secured Financing - CCW facility (Oportun CCW Trust) is adjusted SOFR plus 3.41 % on the outstanding principal balance as of December 31, 2023.

The interest rate on the CCW was LIBOR (minimum of 1.00 %) plus 6.00 % on the first $ 18.8 million of principal outstanding and LIBOR (minimum of 0.00 %) plus 3.41 % on the remaining outstanding principal balance as of December 31, 2022.

(3) On June 29, 2023, the interest rate on the Secured Financing - PLW facility (Oportun PLW Trust) transitioned from LIBOR (minimum 0.00 % ) plus 2.17 % to Adjusted SOFR plus 2.17 %.

On March 8, 2023, the Credit Card Warehouse (Oportun CCW Trust) was amended.

This amendment, among other things, extends the revolving period by a year, to December 31, 2024, and reduces the commitment amount from $ 150.0 million to $ 120.0 million.

On December 22, 2023, Oportun CCW Trust, a subsidiary of the Company, and Wilmington Trust, National Association, as indenture trustee, securities intermediary and depositary bank, entered into the Seventh Amendment to Indenture (the “Seventh CCW Indenture Amendment”) and other related documents (together with the Seventh CCW Indenture Amendment, the “Seventh CCW Amendment”) related to the Company’s asset-backed variable funding facility secured by certain credit card receivables (the “Credit Card Warehouse Facility”).

The Seventh CCW Amendment provides for the reduction in the size of its Credit Card Warehouse Facility from $ 120 million to $ 100 million in connection with the Company’s strategic review of its credit card portfolio, in addition to certain other immaterial changes.

(1) As of December 31, 2023, the facility amount of the Secured Financing - CCW facility (Oportun CCW Trust) was $ 100.0 million.

While the contractual maturity date was December 1.

2024, the facility was extinguished on November 10, 2024 as part of the Credit Cards Receivable Sale Closing.

(2) As of December 31, 2023, the facility amount of the Secured Financing - PLW Facility (Oportun PLW Trust) was $ 600.0 million and the interest rate was adjusted SOFR plus 2.17 %.

CCW Warehouse Facility

On January 31, 2024, the Company entered into an amendment to the Credit Card Warehouse facility to reduce the commitment amount from $ 100.0 million to $ 80.0 million and adjusted the minimum payment rate requirement, advance rate.

On September 24, 2024, the Company entered into an amendment to the Credit Card Warehouse facility to reduce the commitment amount from $ 80.0 million to $ 60.0 million and adjusted the minimum payment rate requirement for the months of September and October 2024 from 8.60 % to 8.00 %.

On November 10, 2024, i n connection with the Credit Cards Receivable Sale Closing, the Indenture Termination Date as defined in the Indenture by and between Oportun CCW Trust and Wilmington Trust, National Association, dated as of December 20, 2021 (as may from time to time have been amended, restated, or otherwise modified, the “CCW Indenture”), occurred, the CCW Indenture was terminated, and the Company repaid the outstanding balance.

On August 29, 2024, the Company (Oportun PLW Trust) entered into the Seventh Amendment to the PLW facility (the “PLW Facility”) to modify certain terms of the loan and security agreement to reduce the number of lenders thereunder and to extend the PLW Facility Termination Date until October 8, 2024, during which time no draws were available, and no unused fees accrued.

On September 20, 2024, the Company entered into an amendment to the loan and security agreement and other related documents under the PLW Facility.

Following the amendment, the PLW Facility has a two-year term and had a borrowing capacity of $ 306.5 million.

Borrowings under the PLW Facility loan and security agreement accrue interest at a rate equal to Term SOFR plus a weighted average spread of 3.40 % and the advance rate for the PLW Facility is 95.0 %, subject to certain triggers that could lower the advance rate to 92.0 %.

On November 22, 2024, the Company entered into an another amendment to the loan and security agreement and other related documents to amend certain provisions to increase the borrowing capacity to approximately $ 429.0 million.

Under the amendment, borrowings will accrue interest at a rate equal to Term SOFR plus a weighted average spread of 3.35 %.

PLW II Facility

On August 5, 2024, in connection with the closing of a new warehouse facility, the Company (Oportun PLW II Trust), entered into a loan and security agreement with certain lenders from time to time party thereto, and Wilmington Trust, National Association as collateral agent, administrative agent, paying agent, securities intermediary and depositary bank (the "PLW II Facility").

The PLW II Facility has a three year term and had a borrowing capacity of $ 245.2 million.

Borrowings under the loan and security agreement accrue interest at a rate equal to Term SOFR plus a weighted average spread of 3.08 %.

The advance rate for the PLW II Facility is 95.0 %, subject to certain triggers that could lower the advance rate to 92.0 %.

On November 1, 2024, the Company entered into an amendment to the loan and security agreement, and other related documents to amend certain provisions to increase the borrowing capacity to $ 337.1 million.

Under the amendment, borrowings will accrue interest at a rate equal to Term SOFR plus a weighted average spread of 3.07 %.

Asset-backed Notes at Fair Value

The following table presents information regarding asset-backed notes:

The following table presents information regarding asset-backed notes at fair value:

December 31, 2024

13 unchanged sentences

Oportun Funding XIV, LLC (Series 2021-A) 375,000 383,632 — — — % 2 years

Oportun Funding XIII, LLC (Series 2019-A) 279,412 294,118 — — — % 3 years

Total asset-backed notes recorded at fair value $ 2,475,000 $ 2,540,569 $ 1,080,690 $ 1,169,941

22 unchanged sentences

There were no notes retained by the Company as of December 31, 2024.

The weighted average interest rate for Series 2022-2 and Series 2022-3 will change over time as the notes pay sequentially (in class priority order).

(4) The revolving period for Series 2019-A ended on August 1, 2022 and Series 2021-A ended on March 1, 2023.

The weighted average interest rate for Series 2022-A, Series 2022-2 and Series 2022-3 will change over time as the notes pay sequentially (in class priority order).

(4) The revolving period for Series 2021-A ended on March 1, 2023, Series 2021-B ended on May 1, 2024, and Series 2022-A ended on June 1, 2024.

These asset-backed notes have been amortizing since then.

1 unchanged sentence

Asset-backed Borrowings at Amortized Cost

The following table represents information regarding the Company's Asset-backed borrowings at amortized cost:

December 31, 2023

The following table represents information regarding the Company's asset-backed notes and asset-backed borrowings at amortized cost:

December 31, 2024 December 31, 2023

Balance Balance

Asset-backed borrowings at amortized cost

Pledged Asset (1)

Associated Liability Pledged Asset (1)

Associated Liability

(in thousands)

Asset-backed borrowings recorded at amortized cost:

Oportun Issuance Trust 2024-2 $ 189,401 $ 188,316 $ — $ —

Oportun Issuance Trust 2024-1 92,759 92,386 — —

Oportun CL Trust 2023-A 197,390 195,855 197,390 195,057

$ 197,390 $ 195,057

Other Asset-backed borrowings

3 unchanged sentences

(1) The amount of pledged assets are recognized within the Loans Receivable at Fair Value within the Consolidated Balance Sheet.

On June 16, 2023, and August 3, 2023, the Company entered into forward flow whole loan sale agreements and has agreed to sell up to $ 300 million and $ 400 million of its personal loan originations over the next twelve months, respectively.

On August 29, 2024, the Company announced the issuance of $ 223.3 million of series 2024-2 asset-backed notes secured by a pool of its unsecured and secured personal installment loans (the "2024-2 Securitization").

The 2024-2 Securitization included four classes of fixed rate notes.

The notes were offered and sold in a private placement in reliance on Rule 144A under the U.S.

Securities Act of 1933, as amended, and were priced with a weighted average yield of 8.22 % per annum and weighted average coupon of 8.07 % per annum.

On February 13, 2024, the Company announced the issuance of $ 199.5 million of Series 2024-1 asset-backed notes secured by a pool of its unsecured and secured personal installment loans (the "2024-1 Securitization").

The 2024-1 Securitization included four classes of fixed rate notes.

The notes were offered and sold in a private placement in reliance on Rule 144A under the U.S.

Securities Act of 1933, as amended, and were priced with a weighted average yield of 8.60 % per annum and weighted average coupon of 8.43 % per annum.

On October 20, 2023, the Company entered into a Receivables Loan and Security Agreement (the “Receivables Loan and Security Agreement”), pursuant to which the Company borrowed $ 197 million.

Borrowings under the Receivables Loan and Security Agreement accrue interest at a weighted average interest rate equal to 10.05 %.

The Company will continue to service these loans upon transfer of the receivables.

1 unchanged sentence

Accordingly, the related assets remain on the Company's balance sheet and cash proceeds received are reported as a secured borrowing under the caption of asset-backed borrowings at amortized cost with related interest expense recognized over the life of the related borrowing.

As part of these agreements, as of December 31, 2023, the Company transferred loans receivable totaling $ 220.5 million and $ 195.8 million, respectively.

On October 20, 2023, the Company entered into a Receivables Loan and Security Agreement (the “Receivables Loan and Security Agreement”), pursuant to which the Company borrowed $ 197 million.

Borrowings under the Receivables Loan and Security Agreement accrue interest at a weighted average interest rate equal to 10.05 %.

The legal entities that facilitate these whole loan sales are not considered VIEs.

Acquisition and Corporate Financing

6 unchanged sentences

(in thousands)

Oportun Financial Corporation - Refinance (3)

$ 235,000 November 14, 2028 15.00 % per annum

$ 203,751 $ —

Oportun Financial Corporation (1)

150,000 September 14, 2026 SOFR (minimum of 0.00 %) + 12.00 %

$ 204,100 $ 141,957

Oportun RF, LLC (2)

116,000 October 10, 2024 SOFR (minimum of 0.00 %) + 11.00 %

54,646 80,922

116,000 January 10, 2025 SOFR (minimum of 0.00 %) + 11.00 %

Total acquisition and corporate financing $ 501,000 $ 203,751 $ 258,746

(1) The Corporate Financing (Oportun Financial Corporation) was upsized and amended on March 10, 2023 to provide the ability to be able to borrow up to an additional $ 75.0 million.

The interest rate on the Corporate Financing was SOFR (minimum of 0.00 %) plus 9.00 % as of December 31, 2022.

(2) The Acquisition Financing facility (Oportun RF, LLC) was amended and upsized several times in 2022 increasing the size of the facility to $ 119.5 million and amending the maturity date.

The maturity date and interest rate of the Acquisition Financing facility was May 1, 2024 and SOFR (minimum of 0.00 %) plus 8.00 % as of December 31, 2022.

(1) The original Corporate Financing facility (Oportun Financial Corporation) was amended and upsized by $ 75.0 million on March 10, 2023.

The original Credit Agreement was extinguished on November 14, 2024.

(2) As of December 31, 2023, the maturity date of the Acquisition Financing facility (Oportun RF, LLC) was October 10, 2024.

In connection with the Term Loan Closing, Oportun RF, LLC was terminated on November 14, 2024.

(3) Oportun Financial Corporation - Refinance refers to the Refinancing Term Loans borrowed pursuant to the Refinancing Credit Agreement, which closed on November 14, 2024.

Amendments to Corporate Financing

On September 14, 2022, the Company entered into a Credit Agreement with certain funds associated with Neuberger Berman Specialty Finance (“Neuberger”) as lenders, and Wilmington Trust, National Association, as administrative agent and collateral agent to borrow $ 150.0 million through a senior secured term loan (the “Original Credit Agreement” and the “Original Term Loan”).

On March 12, 2024, the Company entered into Amendment No.

3 to the Original Credit Agreement (the “Third Amended Credit Agreement”).

The Third Amended Credit Agreement included modifications to the minimum asset coverage ratio covenant levels, provided for an interest rate step-up of 3.00 % per annum for certain months beginning in August 2024 in which the asset coverage ratio is less than 1.00 to 1.00, and required certain principal payments in amounts equal to $ 5.7 million per month to be made on the last business day of each of March, April and May 2024.

In addition, the Third Amended Credit Agreement required principal payments equal to 100 % of the net cash proceeds of any future issuance of indebtedness junior in priority to the obligations under the Original Credit Agreement.

On October 23, 2024, the Company entered into a new Credit Agreement with certain affiliates of Neuberger and McLaren Harbor LLC, pursuant to which the Company borrowed $ 235 million of senior secured term loans (the “Refinancing Credit Agreement” and the “Refinancing Term Loans”).

The funding of the Refinancing Term Loans (the “Term Loan Closing”) was subject to certain closing conditions, including the repayment of the Company's existing senior secured term loans under the Original Credit Agreement, as amended, and the Acquisition Financing, and was conditioned upon the completion of the sale of the Company's credit cards receivable portfolio, which occurred on November 12, 2024.

The Term Loan Closing occurred on November 14, 2024, and the Original Term Loan under the Original Credit Agreement, as amended, was extinguished and paid in full.

The Refinancing Credit Agreement contains certain representations, warranties and covenants, as well as indemnification obligations, in respect of the Company and certain of its subsidiaries, subject to specified exceptions and qualifications contained in the Refinancing Credit Agreement.

The Refinancing Term Loans bear interest at an amount equal to 15 % per year, of which 2.5 % may be payable in-kind at the Company’s election.

The Refinancing Term Loans are scheduled to mature four years from the date of the Term Loan Closing.

Under the Refinancing Credit Agreement, the Company is required to repay $ 12.5 million of the Refinancing Term Loans on or prior to July 31, 2025 and an additional $ 27.5 million of the Refinancing Term Loans on or prior to January 31, 2026.

In addition, the Company has the flexibility to make additional prepayments of $ 10 million at any time, and an additional $ 10 million after the one-year anniversary of the Term Loan Closing, in each case not subject to a prepayment premium.

Voluntary prepayment of the Refinancing Term Loans in excess of certain thresholds and with certain other exceptions as set forth in the Refinancing Credit Agreement, will be subject to a prepayment premium.

The obligations under the Refinancing Credit Agreement are secured by the assets of the Company and certain of its subsidiaries guaranteeing the Refinancing Term Loans, including pledges of the equity interests of certain subsidiaries that are directly or indirectly owned by the Company, subject to customary exceptions.

The Refinancing Credit Agreement contains financial covenants requiring the maintenance of minimum liquidity and a maximum adjusted EBITDA-based corporate leverage covenant, together with other customary affirmative and negative covenants, representations and warranties and events of default.

Under the Refinancing Credit Agreement, the Company issued warrants (the “Warrants”), at an exercise price of $ 0.01 per share, to affiliates of Neuberger and McLaren Harbor LLC to purchase 4,853,006 shares of the Company’s common stock.

Amendments to Acquisition Financing

On February 10, 2023, the Acquisition Financing facility (Oportun RF, LLC) was further amended, to among other things, revise the interest rate to SOFR plus 11.00 % and adjust the amortization schedule to defer $ 42.0 million in principal payments through July 2023, with final payment in October 2024.

On December 20, 2023, the Acquisition Financing facility (Oportun RF, LLC) was further amended to provide for the exclusion of certain events with respect to Oportun Funding XIV, LLC, a subsidiary of the Company, including a Rapid Amortization Event (as defined in the Sixth RF Indenture Amendment), the release of the RF Issuer’s (as defined in the Sixth RF Indenture Amendment) lien on certain residual certificates and notes, and makes certain other immaterial changes.

On March 8, 2024, the Acquisition Financing facility (Oportun RF, LLC) was further amended to provide for a three-month principal payment holiday for the months of March, April and May 2024, in amounts equal to $ 5.7 million per month.

On March 8, 2024, the Acquisition Financing facility (Oportun RF, LLC) was amended to provide for a three-month principal payment holiday for the months of March, April and May 2024, in amounts equal to $ 5.7 million per month.

In addition, the amendment extended the term of the Acquisition Financing facility to January 10, 2025.

Amendments to Corporate Financing

On March 10, 2023 (the “Second Amendment Closing Date”), the Company amended its Corporate Financing (Oportun Financial Corporation) facility by entering into an Amendment No.

2 (the “Second Amendment”) by and among the Company, as borrower, the subsidiaries of the Company party thereto as guarantors, certain funds associated with Neuberger Berman Specialty Finance as lenders, and Wilmington Trust, National Association, as administrative agent and collateral agent (the “Agent”), which amended the Credit Agreement, dated as of September 14, 2022 (as amended, supplemented or otherwise modified, including by the Second Amendment, the “Amended Credit Agreement”), by and among the Company, the lenders from time to time party thereto and the Agent.

On the Second Amendment Closing Date, the Company borrowed $ 20.8 million of incremental term loans (the “Incremental Tranche A-1 Loans”) and borrowed an additional $ 4.2 million of incremental term loans (the “Incremental Tranche A-2 Loans”) on March 27, 2023.

Pursuant to the Second Amendment, the Company issued warrants (the “Warrants”) to the lenders providing the Incremental Tranche A-1 Loans to purchase 1,980,242 shares of the Company’s common stock at an exercise price of $ 0.01 per share.

On March 27, 2023, in connection with the funding of the Incremental Tranche A-2 Loans, the Company issued Warrants to the lenders providing the Incremental Tranche A-2 Loans to purchase 116,485 shares of the Company’s common stock at an exercise price of $ 0.01 per share.

On May 5, 2023, under the Amended Credit Agreement, the Company borrowed an additional $ 25.0 million of incremental term loans (the "Incremental Tranche B Loans") and issued Warrants to the lenders to purchase 1,048,363 shares of the Company's common stock at an exercise price of $ 0.01 per share.

The Company determined that the terms of the new debt instrument upon issuance of Tranche B was substantially different when compared to the Original Credit Agreement resulting in an insignificant net loss on debt extinguishment.

Accordingly, the Company extinguished the carrying value of the Corporate Financing prior to issuance of Tranche B and recorded the new Corporate Financing upon issuance of Tranche B at fair value of $ 179.5 million.

This resulted in an insignificant net loss on extinguishment.

On June 30, 2023, under the Amended Credit Agreement, the Company borrowed an additional $ 25.0 million of incremental term loans (the "Incremental Tranche C Loans") and issued Warrants to the lenders to purchase 1,048,363 shares of the Company's common stock at an exercise price of $ 0.01 per share.

The loans (the “Loans”) and other obligations under the Amended Credit Agreement are secured by the assets of the Company and certain of its subsidiaries guaranteeing the Loans, including pledges of the equity interests of certain subsidiaries that are directly or indirectly owned by the Company, subject to customary exceptions.

Following the Second Amendment Closing Date, the Loans bear interest at (a) an amount equal to 1-month term SOFR plus 9.00 % plus (b) an amount payable in cash or in kind, at the Company's option, equal to 3.00 %.

The Loans are scheduled to mature on September 14, 2026, and are not subject to amortization.

Certain prepayments of the Loans are subject to a prepayment premium.

On March 12, 2024, the Company entered into an Amendment No.

3 to the Corporate Financing (the “Third Amendment”), by and among the Company, as borrower, the subsidiaries of the Company party thereto as guarantors, certain affiliates of Neuberger Berman Specialty Finance as lenders, and the Agent.

The Third Amendment includes modifications to the minimum asset coverage ratio covenant levels, provides for an interest rate step-up of 3.00 % per annum for certain months beginning in August 2024 in which the asset coverage ratio is less than 1.00 to 1.00, and requires certain principal payments in amounts equal to $ 5.7 million per month to be made on the last business day of each of March, April and May 2024.

In addition, the Third Amendment requires principal payments equal to 100 % of the net cash proceeds of any indebtedness junior in priority to the obligations under the Corporate Financing.

On November 14, 2024, in connection with the Term Loan Closing, the Acquisition Financing was terminated and the associated outstanding loan balance was repaid in full.

See Note 10 , Stockholders' Equity for additional information on the Warrants.

Debt Covenants - As of December 31, 2023 and 2022, the Company was in compliance with all covenants and requirements of the Secured Financing, Acquisition Financing and Corporate Financing and asset-backed notes.

Debt Covenants - As of December 31, 2024 and 2023, the Company was in compliance with all covenants and requirements of the Secured Financing, Acquisition and Corporate Financing facilities and asset-backed notes.

Other Liabilities

6 unchanged sentences

Amount due to whole loan buyer 1,759 4,169

Deferred tax liabilities — 30,575

Current tax liabilities

1 unchanged sentence

Stockholders' Equity

Preferred Stock - The Board has the authority, without further action by the Company's stockholders, to issue up to 100,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by the Board.

Preferred Stock - The board of directors of the Company (the "Board") has the authority, without further action by the Company's stockholders, to issue up to 100,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by the Board.

There were no shares of undesignated preferred stock issued or outstanding as of December 31, 2024 or 2023.

2 unchanged sentences

As of December 31, 2023, 34,741,076 and 34,469,053 shares were issued and outstanding, respectively, and 272,023 shares were held in treasury stock.

Warrants - On March 10, 2023, pursuant to the Second Amendment of the Corporate Financing, the Company issued detachable Warrants to the lenders providing the Incremental Tranche A-1 Loans to purchase 1,980,242 shares of the Company’s common stock at an exercise price of $ 0.01 per share.

Warrants - On March 10, 2023, pursuant to the Second Amended Credit Agreement, the Company issued detachable Warrants to the lenders providing the Incremental Tranche A-1 Loans to purchase 1,980,242 shares of the Company’s common stock at an exercise price of $ 0.01 per share.

1 unchanged sentence

On June 30, 2023, in connection with the funding of the Incremental Tranche C Loans, the Company issued Warrants to the lenders providing the Incremental Tranche C Loans to purchase 1,048,363 shares of the Company’s common stock at an exercise price of $ 0.01 per share.

On November 14, 2024, pursuant to the Refinancing Credit Agreement , the Company issued detachable Warrants to the lenders to purchase 4,853,006 shares of the Company’s common stock at an exercise price of $ 0.01 per share.

Equity Compensation and Other Benefits

37 unchanged sentences

Year Ended December 31,

Expected volatility (employee) 71.7 % 63.4 %

Risk-free interest rate (employee) 3.9 % 2.3 %

Expected term (employee, in years) 6.1

Expected dividend — % — %

Expected volatility (employee) N/A 71.7 %

Risk-free interest rate (employee) N/A 3.9 %

Expected term (employee, in years) N/A

Expected dividend N/A — %

(1) No stock options were granted for year ended December 31, 2024.

These assumptions are defined as follows:

20 unchanged sentences

Cash received from options exercised, net (1)

( 46 ) ( 4,636 )

Aggregate intrinsic value of options exercised — 268

Fair value of shares vested 1,424 3,500

(1) The amount reflected for the years ended December 31, 2023 and 2022, is the net of cash received from options exercised of $ 0.8 million and $ 1.6 million, respectively, and the cash paid for employee tax withholding settled in shares of $ 0.8 million and $ 6.2 million, respectively.

(1) The amount reflected for the year ended December 31, 2023, is the net of cash received from options exercised of $ 0.8 million, and the cash paid for employee tax withholding settled in shares of $ 0.8 million.

As of December 31, 2024 and 2023, the Company’s total unrecognized compensation cost related to nonvested stock-based option awards granted to employees was, $ 0.9 million and $ 2.6 million, respectively, which will be recognized over a weighted-average vesting period of approximately 1.3 years and 1.9 years, respectively.

Restricted Stock Units

The Company’s restricted stock units ("RSUs") vest upon the satisfaction of time-based criterion of up to four years .

The Company’s restricted stock units ("RSUs") vest upon the satisfaction of time-based criterion of up to three years .

In most cases, the service-based requirement will be satisfied in installments as follows:

11 unchanged sentences

4,386,647 4.98

(1) The Company allows its Board to defer all or a portion of monetary remuneration paid to the Director.

(1) Prior to 2024, the Company allowed its Board to defer all or a portion of monetary remuneration paid to the Director.

As of December 31, 2024, there were 68,340 restricted stock units vested for which the holders elected to defer delivery of the Company's shares.

9 unchanged sentences

(1) Amounts shown are net of $ 1.0 million and $ 1.4 million of capitalized stock-based compensation for the year ended December 31, 2024 and 2023, respectively.

Cash flows from the tax shortfalls or benefits for tax deductions resulting from the exercise of stock options in comparison to the compensation expense recorded for those options are required to be classified as cash from financing activities.

Cash flows from the tax benefits for tax deductions resulting from the exercise of stock options in excess of the compensation expense recorded for those options (excess tax benefits) are required to be classified as cash from financing activities.

The Company recognized $ 3.7 million and $ 5.1 million of income tax benefit in its Consolidated Statements of Operations related to stock-based compensation expense during the years ended December 31, 2024 and 2023, respectively.

3 unchanged sentences

Employees may contribute a portion of their pay up to the annual amount as set periodically by the Internal Revenue Service.

The Company provides for an employer 401(k) contribution match of up to 4 % of an employee’s eligible compensation.

Prior to 2024, the Company provided for an employer 401(k) contribution match of up to 4 % of an employee’s eligible compensation.

In addition, the Company provides a contribution to various savings funds for India and Mexico-based employees.

The total expense related to the employer match and contributions recognized by the Company for the years ended December 31, 2023 and 2022 was $ 6.2 million and $ 6.4 million, respectively.

The total expense related to the contributions recognized by the Company for the year ended December 31, 2024 and the total employer match and contributions recognized by the Company for the year ended December 2023 was $ 2.0 million and $ 6.2 million, respectively.

All employee and employer contributions will be invested according to participants’ individual elections.

10 unchanged sentences

Non-interest income

Gain on loan sales $ 8,455 $ 5,703

Servicing fees $ 13,814 $ 14,685

Subscription revenue 22,668 25,569

Interest on members accounts

Other income 23,639 15,774

Interest on member accounts 24,221 21,075

Gain on loan sales and other 15,604 32,094

Total non-interest income $ 76,307 $ 93,423

30 unchanged sentences

Return to provision adjustment ( 2,351 ) ( 5,674 )

Goodwill impairment — 22,779

Fines and penalties 14 578

Other 1,086 967

6 unchanged sentences

Net operating loss & credit carryforward $ 70,534 $ 68,677

Leases 7,494 10,174

Share-based compensation 6,618 8,335

System development costs

Share-based compensation 6,276 6,618

Leases 4,772 7,494

Accrued expenses and reserves 3,371 3,032

3 unchanged sentences

Deferred tax liabilities:

Fair value adjustment - Bonds Payable $ ( 24,930 ) $ ( 53,210 )

Fair value adjustment - Loans Receivable $ ( 16,135 ) $ ( 7,095 )

Right of use assets ( 5,574 ) ( 8,163 )

Depreciation and amortization ( 4,232 ) ( 6,813 )

Fair value adjustment - Bonds Payable ( 5,851 ) ( 24,930 )

Derivative instrument

System development costs — ( 11,803 )

( 3,611 ) ( 2,458 )

Depreciation and amortization ( 2,636 ) ( 4,232 )

Right of use assets ( 2,563 ) ( 5,574 )

Total deferred tax liabilities $ ( 30,796 ) $ ( 44,289 )

17 unchanged sentences

The Company’s policy is to recognize interest and penalties associated with income taxes in income tax expense and the Company recognized $ 0.3 million for both years ended December 31, 2024 and 2023, respectively.

The Company expects to release $ 3.6 million of the uncertain tax positions within the next twelve months due to the expiration of various statute of limitations at the end of 2024.

The Company does not expect uncertain tax positions to significantly increase or decrease within the next twelve months.

The total amount of unrecognized tax benefits that would impact the effective tax rate, if recognized, is $ 10.7 million.

2 unchanged sentences

For India, all tax years remain open for examination by the India taxing authorities.

In December 2021, the Organization for Economic Co-operation and Development Inclusive Framework on Base Erosion Profit Shifting released Model Global Anti-Base Erosion rules (“Model Rules”) under Pillar Two.

The Model Rules set forth the “common approach” for a Global Minimum Tax at 15 percent for multinational enterprises with a turnover of more than 750 million euros.

Rules under Pillar Two were effective from January 1, 2024.

The adoption of Pillar Two rules does not have a significant impact to the consolidated financial statements during fiscal year 2024.

Fair Value of Financial Instruments

Financial Instruments at Fair Value

The Company elected the fair value option for all loans receivable held for investment and for all asset-backed notes.

Loans that the Company designates for sale will continue to be accounted for as held for sale and recorded at the lower of cost or fair value until the loans receivable are sold .

The table below compares the fair value of loans receivable and asset-backed notes to their contractual balances as of the dates shown:

The table below compares the fair value of loans receivable and asset-backed notes to their contractual balances for the periods shown:

December 31, 2024 December 31, 2023

22 unchanged sentences

(2) Unobservable inputs were weighted by outstanding principal balance, which are grouped by risk (type of customer, original loan maturity terms).

Fair value adjustments related to financial instruments where the fair value option has been elected are recorded through earnings for the years ended December 31, 2024 and 2023.

Certain unobservable inputs may (in isolation) have either a directionally consistent or opposite impact on the fair value of the financial instrument for a given change in that input.

When multiple inputs are used within the valuation techniques for loans, a change in one input in a certain direction may be offset by an opposite change from another input.

For personal loans receivable, the Company developed an internal model to estimate the fair value of loans receivable held for investment.

To generate future expected cash flows, the model combines receivable characteristics with assumptions about borrower behavior based on the Company’s historical loan performance.

These cash flows are then discounted using a required rate of return that management estimates would be used by a market participant.

The Company tested the unsecured personal loan fair value model by comparing modeled cash flows to historical loan performance to ensure that the model was complete, accurate and reasonable for the Company’s use.

The Company also engaged a third party to create an independent fair value estimate for the Loans Receivable at Fair Value, which provides a set of fair value marks using the Company’s historical loan performance data and whole loan sale prices to develop independent forecasts of borrower behavior.

December 31, 2024

December 31, 2023

Credit Card Receivables Range (2)

Remaining cumulative charge-offs (1)

Principal payment rate (1)

Average life (years) N/A 1.00

Discount rate N/A 10.20 %

(1) Figure disclosed as a percentage of outstanding principal balance.

(2) On November 12, 2024, the Company completed the sale of its credit cards receivable portfolio to a third-party credit card marketer and servicer.

The Company has derivative instruments in connection with its bank partnership program with Pathward, N.A.

2 unchanged sentences

The Company bears the risk of credit loss and has the benefit of any excess interest proceeds after satisfying various obligations under the agreement.

The fair value of the derivative instrument was $ 9.3 million as of December 31, 2023.

The underlying cash flows were $ 12.2 million as of December 31, 2023.

The fair value of the derivative instrument and underlying cash flows were not material as of December 31, 2022.

The fair value of the derivative instrument as of December 31, 2024 and 2023 were $ 13.8 million and $ 9.3 million, respectively.

The underlying cash flows as of December 31, 2024 and 2023 were $ 16.9 million and $ 12.2 million, respectively.

The following table presents quantitative information about the significant unobservable inputs used for the Company’s Level 3 fair value measurements for derivative instruments presented within Other Assets in the Consolidated Balance Sheets:

December 31, 2024

Low High Weighted Average

Remaining cumulative charge-offs 1.09 % 30.38 % 10.56 %

Remaining cumulative prepayments 0.01 % 3.89 % 0.92 %

Average life (years) 0.36 2.00 1.64

Discount rate 17.00 % 17.00 % 17.00 %

* Inputs as of December 31, 2022 were not disclosed as the balance was not yet material

December 31, 2023

December 31, 2022

Credit Card Receivables Range Range

Low High Weighted Average Low High Weighted Average

Remaining cumulative charge-offs — % 30.92 % 10.43 % 1.09 % 30.38 % 10.56 %

20.16 % 22.80 %

Principal payment rate (1)

7.06 % 9.28 %

Remaining cumulative prepayments 1.53 % 42.63 % 21.16 % 0.01 % 3.89 % 0.92 %

Average life (years) 0.44 2.05 1.45 0.36 2.00 1.64

Discount rate 17.29 % 17.29 % 17.29 % 17.00 % 17.00 % 17.00 %

(1) Figure disclosed as a percentage of outstanding principal balance.

Fair value adjustments related to financial instruments where the fair value option has been elected are recorded through earnings for the years ended December 31, 2023 and 2022.

Certain unobservable inputs may (in isolation) have either a directionally consistent or opposite impact on the fair value of the financial instrument for a given change in that input.

When multiple inputs are used within the valuation techniques for loans, a change in one input in a certain direction may be offset by an opposite change from another input.

For personal loans receivable, the Company developed an internal model to estimate the fair value of loans receivable held for investment.

To generate future expected cash flows, the model combines receivable characteristics with assumptions about borrower behavior based on the Company’s historical loan performance.

These cash flows are then discounted using a required rate of return that management estimates would be used by a market participant.

For credit card receivables, the Company uses historical data to derive assumptions about certain loan portfolio characteristics such as principal payment rates, interest yields and fee yields.

On November 12, 2024, the Company completed the sale of the credit cards receivable portfolio originated under the Company's Credit Card program.

Following the decision to sell the credit cards receivable portfolio the Company used the agreed upon sale price to determine the fair value.

Prior to this decision, the Company used historical data to derive assumptions about certain loan portfolio characteristics such as principal payment rates, interest yields and fee yields.

Similar to the model used for personal loans receivable, the Company engaged a third party to create an independent fair value estimate, which provides a range of fair values that are compared for reasonableness.

5 unchanged sentences

Principal disbursements 2,662,305 2,841,916

Principal payments from borrowers ( 2,599,503 ) ( 2,729,545 )

Principal and interest payments from members

( 2,305,839 ) ( 2,440,365 )

Other loan sales

( 78,522 ) ( 159,138 )

Gross charge-offs ( 401,971 ) ( 437,330 )

Credit card receivables reclassified as held for sale

Net (decrease) increase in fair value ( 4,082 ) ( 18,180 )

Balance ‑ end of period $ 2,778,523 $ 2,962,352

As of December 31, 2023, the aggregate fair value of loans that are 90 days or more past due and in non-accrual status was $ 5.2 million, and the aggregate unpaid principal balance for loans that are 90 days or more past due was $ 41.5 million.

As of December 31, 2022, the aggregate fair value

of loans that are 90 days or more past due and in non-accrual status was $ 4.1 million, and the aggregate unpaid principal balance for loans that are 90 days or more past due was $ 35.2 million.

Financial Instruments Disclosed But Not Carried at Fair Value

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Asset-backed borrowings at amortized cost (Note 8) 982,582 984,687 — 481,655 503,032

580,101 580,101 — — 580,101

Acquisition and corporate financing (Note 8) 235,768 236,105 — 236,105 —

(1) As of December 31, 2023, the Company estimates the carrying value of asset-backed borrowings at amortized cost to approximate their fair value as the underlying cash flows and associated assumptions are reviewed and updated each period.

December 31, 2023

5 unchanged sentences

Secured financing (Note 8) 290,949 285,231 — 285,231 —

Asset-backed borrowings at amortized cost (Note 8) (1)

580,101 580,101 — — 580,101

Acquisition and corporate financing (Note 8) 285,682 286,865 — 286,865 —

The Company uses the following methods and assumptions to estimate fair value:

• Cash, cash equivalents, restricted cash and accounts payable ‑ The carrying values of certain of the Company’s financial instruments, including cash and cash equivalents, restricted cash and accounts payable, approximate Level 1 fair values of these financial instruments due to their short-term nature.

• Loans held for sale ‑ The fair values of loans held for sale are based on a negotiated agreement with the purchaser.

• Secured financing, acquisition and corporate financing ‑ The fair values of the secured financing and acquisition and corporate financing have been calculated using discount rates equivalent to the weighted-average market yield of comparable debt securities, which is a Level 2 input measure.

• Asset-backed borrowings at amortized cost ‑ The fair values of the asset-backed borrowings at amortized cost have been calculated by discounting the contractual cash flows at the interest rate the Company estimates such arrangement would bear if executed in the current market, which is a Level 3 input measure.

There were no transfers in or out of Level 3 assets and liabilities for the years ended December 31, 2023 and 2022.

• Secured financing, acquisition and corporate financing ‑ The fair values of the secured financing, and acquisition and corporate financing facilities have been calculated using discount rates equivalent to the weighted-average market yield of comparable debt securities, which is a Level 2 input measure.

• Asset-backed borrowings at amortized cost ‑ The fair values of the asset-backed borrowings at amortized cost include both securitizations carried at amortized cost and secured borrowings.

We obtain indicative pricing on comparable debt securities for securitizations carried at amortized cost, which is a Level 2 input measure.

Fair values of secured borrowings included in the asset-backed borrowings at amortized cost have been calculated by discounting the contractual cash flows at the interest rate the Company estimates such arrangement would bear if executed in the current market, which is a Level 3 input measure.

As of the year ended December 31, 2024, Oportun CL Trust 2023-A asset-backed note transferred from Level 3 to Level 2.

There were no other transfers in or out of Level 3 assets and liabilities for the years ended December 31, 2024 and 2023.

Leases, Commitments and Contingencies

Leases - The Company’s leases are primarily for real property consisting of retail locations and office space and have remaining lease terms of 6 years or less.

Leases - The Company’s leases are primarily for real property consisting of retail locations and office space and have remaining lease terms of less than 7 years.

During 2024, the Company recognized an impairment of the right-of-use asset related to the leased office space in San Carlos, California of $ 6.2 million due to a significant decrease in observed market rents for commercial office space, and the inability to find sub-lessee given the remaining lease term and market conditions.

The impairment charges were recognized in General, administrative and other in the Consolidated Statements of Operations.

The Company has elected the practical expedient to keep leases with terms of 12 months or less off the balance sheet as no recognition of a lease liability and a right-of-use asset is required.

3 unchanged sentences

At the commencement date of a lease, the Company recognizes a lease liability equal to the present value of the lease payments and a right-of-use asset representing the Company’s right to use the underlying asset for the duration of the lease term.

Company’s leases include options to extend or terminate the arrangement at the end of the original lease term.

The Company’s leases include options to extend or terminate the arrangement at the end of the original lease term.

The Company generally does not include renewal or termination options in its assessment of the leases unless extension or termination for certain assets is deemed to be reasonably certain.

6 unchanged sentences

2025 $ 11,561

Thereafter 134

Total lease payments 21,213

1 unchanged sentence

Total leases $ 19,416

Sublease income

2025 $ ( 586 )

2023 and thereafter —

Total lease payments ( 1,343 )

Imputed interest 127

Total sublease income $ ( 1,216 )

Net lease liabilities $ 18,200

Weighted average remaining lease term 2.4 years

4 unchanged sentences

2024 $ 12,786

Thereafter 25

Total lease payments 30,473

7 unchanged sentences

rather, they are determined based on the non-cancelable amounts to which the Company is contractually obligated.

The Company’s purchase obligations are $ 44.8 million in 2024, $ 26.5 million in 2025, $ 3.3 million in 2026, $ 1.0 million in 2027, and $ 0.0 million in 2028 and thereafter.

Company’s purchase obligations are $ 39.9 million in 2025, $ 19.2 million in 2026, $ 2.1 million in 2027, $ 0.0 million in 2028, and $ 0.0 million in 2029 and thereafter.

Bank Partnership Program and Servicing Agreement - The Company entered into a bank partnership program with Pathward, N.A.

2 unchanged sentences

Lending under the partnership was launched in August of 2021 and as of December 31, 2024, the Company has a commitment to purchase an additional $ 32.3 million of program loans based on originations through December 31, 2024.

Whole Loan Sale Program ‑ Through March 4, 2022, the Company had a commitment to sell to a third-party institutional investor 10 % of its unsecured loan originations that satisfy certain eligibility criteria, and an additional 5 % at the Company’s sole option.

The Company chose not to renew the arrangement and allowed the agreement to expire on its terms on March 4, 2022.

In November 2022, the Company entered into a forward flow whole loan sale agreement with an institutional investor.

Pursuant to this agreement, the Company has a commitment to sell a minimum of $ 2.0 million of its unsecured loan originations each month, with an option to sell an additional $ 4.0 million each month, over an approximately one-year period, subject to certain eligibility criteria.

For details regarding the whole loan sale program, refer to Note 5, Loans Held for Sale .

Unfunded Loan and Credit Card Commitments - Unfunded loan and credit card commitments at December 31, 2023 and 2022 were $ 32.9 million and $ 45.0 million, respectively.

WebBank has a direct obligation to borrowers to fund such credit card commitments subject to the respective

account agreements with such borrowers;

however, pursuant to the Receivables Purchase Agreement between WebBank and Oportun, Inc., the Company has the obligation to purchase receivables from WebBank representing these unfunded amounts.

Unfunded Loan and Credit Card Commitments - Unfunded loan and credit card commitments at December 31, 2024 were insignificant due to the termination of the Amended and Restated Credit Card Program and Servicing Agreement, dated as of February 5, 2021, by and between the Company and WebBank, effective November 10, 2024.

In addition, unfunded loan and credit card commitments at December 31, 2023 were $ 32.9 million.

Mexico Value-added Tax - In October 2023, the Company's Mexico subsidiary received notice from Mexico’s Servicio de Administración Tributaria, the Mexican federal tax authority, for claims related to the alleged underpayment of value-added tax, including inflationary adjustments, fines and penalties for tax years 2017-2019.

6 unchanged sentences

Related Party Transactions

On September 14, 2022, the Company entered into an agreement to borrow $ 150.0 million of a senior secured term loan with certain funds associated with Neuberger Berman Specialty Finance (“Neuberger”).

On March 10, 2023, the Company upsized and amended its Corporate Financing and borrowed an additional $ 75.0 million over four separate tranches from March 10, 2023 to June 30, 2023.

In connection with the additional $ 75.0 million, the Company issued warrants to the lenders with each tranche to purchase a total of 4,193,453 shares of its common stock at an exercise price of $ 0.01 per share (the “Warrants”).

Following the issuance of the Warrants, Neuberger is now deemed to be a beneficial owner of greater than ten percent of the Company's outstanding stock pursuant to generally accepted accounting principles.

See Note 8, Borrowings for additional information on the Second Amendment of the Corporate Financing and Note 10, Stockholders' Equity for additional information on the Warrants.

On September 14, 2022, the Company entered into the Original Credit Agreement to borrow $ 150.0 million through a senior secured term loan.

On March 10, 2023, the Company upsized and amended the Original Credit Agreement and borrowed an additional $ 75.0 million over four separate tranches from March 10, 2023 to June 30, 2023.

In connection with the amendment of the Original Credit Agreement, the Company issued warrants to the lenders with each tranche to purchase a total of 4,193,453 shares of its common stock at an exercise price of $ 0.01 per share (the “Warrants”).

On October 23, 2024, the Company entered into the Refinancing Credit Agreement with certain affiliates of Neuberger and McLaren Harbor LLC, pursuant to which the Company borrowed $ 235 million through a senior secured term loan.

Upon the closing of the Refinancing Term Loan, the Company repaid all amounts due under the Original Credit Agreement in full.

In connection with the Refinancing Credit Agreement, the lenders retained the previously issued Warrants and the Company issued the Neuberger affiliated lenders additional Warrants to purchase a total of 2,426,503 shares of its common stock at an exercise price of $ 0.01 per share.

Accordingly, Neuberger is deemed to be a beneficial owner of greater than ten percent of the Company's outstanding stock pursuant to generally accepted accounting principles.

See Note 8, Borrowings for additional information on the Corporate Financing facility and Note 10, Stockholders' Equity for additional information on the Warrants.

In addition, on June 16, 2023, the Company entered into a forward flow whole loan sale agreement with Neuberger.

Pursuant to this agreement, the Company has agreed to sell up to $ 300.0 million of its personal loan originations over the next twelve months.

Pursuant to this agreement, the Company agreed to sell up to $ 300.0 million of its personal loan originations over the subsequent twelve months.

On April 26, 2024, the Company amended the agreement to extend the term and revised the commitment amount to instead sell $ 370.9 million of personal loan originations in aggregate through October 2024.

In October 2024, the Company fulfilled its commitment under the agreement.

The Company will continue to service these loans upon transfer of the receivables.

As part of this agreement, during the year ended December 31, 2023, the Company transferred loans receivable totaling $ 220.5 million.

See Note 8, Borrowings – Asset-backed borrowings at amortized cost for additional information on the forward flow whole loan sale agreement.

For the year ended December 31, 2023, the Company recorded interest expense of $ 38.3 million related to the Corporate Financing agreement and $ 8.7 million related to the secured borrowing agreement.

As part of this agreement, during the years ended December 31, 2024 and 2023, the Company transferred loans receivable totaling $ 151.0 million and $ 220.5 million, respectively.

See Liquidity and Capital Resources section for additional information on the forward flow whole loan sale agreement.

For the years ended December 31, 2024 and 2023, the Company recorded interest expense of $ 57.0 million and $ 38.3 million, respectively, related to the Corporate Financing facility.

In addition, the Company recorded interest expense of $ 29.9 million and $ 8.7 million, respectively, related to the secured borrowings associated with the forward flow whole loan sale agreement.

The expected cash flows are used to calculate interest expense on the secured borrowing, using the effective interest method.

The Company also recorded $ 20.0 million of interest income in the Company’s Consolidated Statements of Operations for the year ended December 31, 2023 related to transferred loans.

Loans receivable at fair value underlying the secured borrowing with Neuberger was $ 200.8 million as of December 31, 2023.

The Company had Asset-backed borrowings at amortized costs of $ 201.8 million and corporate financing of $ 204.1 million due to Neuberger as of December 31, 2023.

Related to the transferred loans, the Company also recorded $ 57.7 million and $ 20.0 million, of interest income in the Company’s Consolidated Statements of Operations for the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024 and 2023, loans receivable at fair value underlying the secured borrowing were $ 241.3 million and $ 200.8 million, respectively.

The Company had Asset-backed borrowings at amortized cost of $ 247.9 million and Corporate Financing of $ 101.9 million due to Neuberger as of December 31, 2024 and $ 201.8 million and $ 204.1 million, respectively, due as of December 31, 2023.

The Company also had an insignificant amount of Interest and fee receivable, net and Other liabilities in its Consolidated Balance Sheets as of December 31, 2024 related to these transactions.

The Company believes that it has executed all the transactions described herein on terms no less favorable to it than it could have obtained from unaffiliated third parties.

Segment Reporting

The Company’s Chief Executive Officer and the Company's Chief Financial Officer are collectively considered to be the CODM.

The Company has one reportable segment.

The segment provides unsecured and secured borrowings, savings and budgeting products to its members.

The Company derives revenue within North America and manages the business activities on a consolidated basis.

Interest income is derived from the Company's lending products and includes loan interest and associated fees, while non-interest income is largely driven by the Company's savings product and includes subscription revenue, and interest on member accounts.

Net income is the primary measure of segment profit and loss reviewed by CODM to assess business performance and strategy on allocation of resources, such as new product development and management’s compensation.

They also use to Net Income to review and approve the Company’s operating budget and financial forecasts.

Net income is reported on the unaudited Condensed Consolidated Statement of Operations as consolidated net income (loss).

The measure of segment assets is presented on the unaudited Condensed Consolidated Balance Sheet as Total Assets.

Subsequent Events

On February 13, 2024, Oportun Financial Corporation (the “Company”) issued a press release announcing the issuance of $ 199.5 million two-year asset-backed notes (the “Notes”) by Oportun Issuance Trust 2024-1 (the “Issuer”) and secured by a pool of its unsecured and secured personal installment loans (the “2024-1 Securitization”).

The 2024-1 Securitization included four classes of fixed rate notes.

2025-A Securitization

On January 16, 2025, the Company announced the issuance of approximately $ 425.1 million one-year asset-backed notes secured by a pool of its unsecured and secured personal installment loans (the “2025-A Securitization”).

The 2025-A Securitization included five classes of fixed rate notes.

The notes were offered and sold in a private placement in reliance on Rule 144A under the U.S.

Securities Act of 1933, as amended, and were priced with a weighted average yield of 8.600 % per annum and weighted average coupon of 8.434 % per annum.

Securities Act of 1933, as amended, and were priced with a weighted average yield of 6.95 % per annum and a weighted average coupon of 6.15 % per annum.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data