30 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024 , based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
−Removed: 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.
+Added: 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, 2024 , of the Company and our report dated February 20, 2025, expressed an unqualified opinion on those financial statements.
Basis for Opinion
16 unchanged sentences
San Francisco, CA
−Removed: March 15, 2024
+Added: February 20, 2025
Other Information
+Added: Securities Trading Plans of Directors and Executive Officers
+Added: During the three months ended December 31, 2024, none of our directors or officers adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
3 unchanged sentences
Adjusted EBITDA Adjusted EBITDA is a non-GAAP financial measure calculated as net income (loss), adjusted to eliminate the effect of the following items:
−Removed: 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
+Added: income tax expense (benefit), stock-based compensation expense, depreciation and amortization, interest expense from corporate financing facilities, including the senior secured term loan and the residual financing facility, certain non-recurring charges, 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.
2 unchanged sentences
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
−Removed: 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
+Added: 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, mark-to-market on asset-backed notes at fair value 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
+Added: Adjusted Operating Expense
+Added: Adjusted Operating Expense is a non-GAAP financial measure calculated by adjusting total operating expenses to exclude stock-based compensation expense and certain non-recurring charges
+Added: Adjusted Operating Expense Ratio
+Added: Adjusted Operating Expense Ratio is a non-GAAP financial measure calculated as Adjusted Operating Expense divided by Average Daily Principal Balance
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
4 unchanged sentences
Average Daily Debt Balance Average of outstanding debt principal balance at the end of each calendar day during the period
−Removed: 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
+Added: Average Daily Principal Balance Average of outstanding principal balance of owned loans and credit cards receivable at the end of each calendar day during the period
Board Oportun’s Board of Directors
−Removed: 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.
+Added: 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 funded pursuant to the Credit Agreement, dated as of September 14, 2022, by and among the Company, Wilmington Trust, National Association, and the lenders party thereto (as amended), which was terminated on November 14, 2024, and the Credit Agreement, dated as of October 23, 2024, by and among the Company, Wilmington Savings Fund Society, FSB, and the lenders party thereto.
Included in "Acquisition and corporate financing" on the Consolidated Balance Sheets
3 unchanged sentences
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
−Removed: 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
−Removed: FICO® score or FICO® A credit score created by Fair Isaac Corporation
GAAP Generally Accepted Accounting Principles
4 unchanged sentences
Managed Principal Balance at End of Period also includes loans and accounts originated under a bank partnership program that we service
−Removed: 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.
−Removed: 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
+Added: Operating Expense Ratio
+Added: Total operating expenses divided by Average Daily Principal Balance
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
−Removed: 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.
+Added: Personal Loan Warehouse (or "PLW") Revolving personal loan warehouse debt facilities, collateralized by unsecured personal loans and secured personal loans.
Included as "Secured Financing" on the Consolidated Balance Sheets
3 unchanged sentences
Purchases and cash advances, reduced by returns and principal payments received and principal charge-offs to date for our credit cards
−Removed: 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.
−Removed: 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
−Removed: 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
+Added: Secured Financing Asset-backed revolving debt facilities, including (1) the PLW facilities that are 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
Directors, Executive Officers and Corporate Governance
−Removed: 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.
+Added: The information required by this item, including information about our directors, executive officers and audit committee and code of conduct, and insider trading arrangements and policies will be included in our proxy statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of our fiscal year ended December 31, 2024 ("2025 Proxy Statement") and is incorporated herein by reference.
Executive Compensation
23 unchanged sentences
Exhibit Filing Date Filed Herewith
−Removed: 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.
−Removed: and Shareholder Representative Services LLC.
−Removed: 8-K 001-39050 2.1 11/16/2021
3.1 Amended and Restated Certificate of Incorporation of Oportun Financial Corporation.
4 unchanged sentences
S-1/A 333-232685 4.1 9/16/2019
−Removed: 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.
−Removed: S-1 333-232685 4.2 7/17/2019
−Removed: 4.3 Form of Registration Rights Agreement.
−Removed: 10-K 001-39050 4.3 3/1/2022
Description of the Company's Capital Stock.
+Added: 10-K 001-39050 4.4 3/15/2024
Form of Warrant
8-K 001-39050 4.1 3/13/2023
+Added: Form of Warrant
+Added: 8-K 001-39050 4.1 11/15/2024
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
+Added: Registration Rights Agreement, dated as of November 14, 2024, by and among Oportun Financial Corporation and the affiliates of Castlelake and Neuberger party thereto
+Added: 8-K 001-39050 4.2 11/15/2024
10.1+ Form of Indemnity Agreement between the Company and its directors and officers .
19 unchanged sentences
S-1 333-232685 10.8 7/17/2019
−Removed: Base Indenture by and between Oportun Funding XIII, LLC and Wilmington Trust, National Association, dated as of August 1, 2019.
−Removed: S-1/A 333-232685 10.17.1 9/16/2019
−Removed: 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.
−Removed: S-1/A 333-232685 10.17.2 9/16/2019
−Removed: Base Indenture by and between Oportun Funding XIV, LLC and Wilmington Trust, National Association, dated as of March 8, 2021.
−Removed: 10-Q 001-39050 10.3.1 5/7/2021
−Removed: 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.
−Removed: 10-Q 001-39050 10.3.2 5/7/2021
Indenture by and between Oportun Issuance Trust 2021-B, and Wilmington Trust, National Association, dated as of May 10, 2021.
4 unchanged sentences
10.13^**
−Removed: Receivables Retention Facility Agreement, dated February 5, 2021, by and between Oportun, Inc.
−Removed: 10-K 001-39050 10.16.1 2/23/2021
−Removed: 10.15-2^**
Amended and Restated Credit Card Program and Servicing Agreement, dated February 5, 2021, by and between Oportun, Inc.
13 unchanged sentences
10-Q 001-39050 10.2 8/9/2023
−Removed: Indenture between Oportun RF, LLC and Wilmington Trust, National Association, dated as of December 20, 2021.
−Removed: 10-K 001-39050 10.19 3/1/2022
−Removed: First Amendment to Indenture by and between Oportun RF, LLC and Wilmington Trust, National Association, dated as of May 24, 2022.
−Removed: 10-Q 001-39050 10.3.1 8/9/2022
−Removed: Second Amendment to Indenture by and between Oportun RF, LLC and Wilmington Trust, National Association, dated as of July 28, 2022.
−Removed: 10-Q 001-39050 10.3.2 8/9/2022
−Removed: Third Amendment to Indenture by and between Oportun RF, LLC and Wilmington Trust, National Association, dated as of November 2, 2022.
−Removed: 001-39050 10.19-4 3/14/2023
−Removed: Fourth Amendment to Indenture by and between Oportun RF, LLC and Wilmington Trust, National Association, dated as of December 22, 2022.
−Removed: 001-39050 10.19-5 3/14/2023
−Removed: Fifth Amendment to Indenture by and between Oportun RF, LLC and Wilmington Trust, National Association, dated as of February 10, 2023.
−Removed: 001-39050 10.19-6 3/14/2023
−Removed: Sixth Amendment to Indenture by and between Oportun RF, LLC and Wilmington Trust, National Association, dated as of December 20, 2023.
−Removed: S eventh Amendment to Indenture by and between Oportun RF, LLC and Wilmington Trust, National Association, dated as of February 29, 2024 .
−Removed: Eight h Amendment to Indenture by and between Oportun RF, LLC and Wilmington Trust, National Association, dated as of March 8, 2024 .
−Removed: 001-39050 10.1 3/14/2024
−Removed: Indenture between CCW Trust and Wilmington Trust, National Association, dated as of December 20, 2021.
−Removed: 10-K 001-39050 10.2 3/1/2022
−Removed: First Amendment to Indenture by and between Oportun CCW Trust and Wilmington Trust, National Association, dated as of June 3, 2022.
−Removed: 10-Q 001-39050 10.5.1 8/9/2022
−Removed: 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.
+Added: Sixth 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 February 29, 2024.
10-Q 001-39050 10.4 05/10/2024
−Removed: Third Amendment to Indenture by and between Oportun CCW Trust and Wilmington Trust, National Association, dated as of September 14, 2022.
+Added: Seventh 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 August 29, 2024.
10-Q 001-39050 10.2 11/12/2024
−Removed: 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.
+Added: 10.14-9^**
+Added: Master Amendment to Transaction Documents by and among Oportun PLW Trust, Oportun PLW Depositor, LLC, Oportun, Inc., the Lenders thereto, and Wilmington Trust, National Association, dated as of September 20, 2024.
10-Q 001-39050 10.3 11/12/2024
−Removed: 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.
−Removed: 001-39050 10.20-6 3/14/2023
−Removed: Fifth Amendment to Indenture by and between Oportun CCW Trust and Wilmington Trust, National Association, dated as of July 27 , 2023
−Removed: 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.
−Removed: S eventh Amendment to Indenture by and between Oportun CCW Trust and Wilmington Trust, National Association, dated as of December 22, 2023.
+Added: Master 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 November 22, 2024.
10.15-1** Base Indenture by and between Oportun Funding 2022-1, LLC and Wilmington Trust, National Association, dated as of March 31, 2022.
6 unchanged sentences
10-Q 001-39050 10.2 8/9/2022
−Removed: 10.22-1^**
−Removed: Credit Agreement, dated as of September 14, 2022, by and among Oportun Financial Corporation, Wilmington Trust, National Association, and the Lenders party thereto.
+Added: 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
−Removed: Amendment No.
−Removed: 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.
−Removed: 001-39050 10.24-2 3/14/2023
10.19-1^**
−Removed: Amendment No.
−Removed: 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.
+Added: 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 Lenders party thereto.
10-K 001-39050 10.24 3/15/2024
+Added: First Amendment to the Receivables Loan and Security Agreement, dated as of March 22, 2024, by and among Oportun CL Trust 2023-A, Oportun, Inc., and Oportun CL Depositor, LLC, Wilmington Trust, National Association and the Lenders party thereto.
+Added: 10-Q 001-39050 10.5 05/10/2024
10.20^**
−Removed: Amendment No.
−Removed: 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.
+Added: Program Agreement, by and between Oportun, Inc.
+Added: and MetaBank, N.A., dated as of August 11, 2020.
+Added: 10-Q 001-39050 10.1 11/12/2020
+Added: Letter Agreement, dated April 19, 2024, between Oportun Financial Corporation, Findell Capital Management LLC and certain other persons.
001-39050 10.1 04/22/2024
−Removed: Indenture between Oportun Issuance Trust 2022-3 and Wilmington Trust, National Association, dated as of November 3, 2022.
+Added: Indenture between Oportun Issuance Trust 2024-1 and Wilmington Trust, National Association, dated as of February 13, 2024.
10-Q 001-39050 10.6 05/10/2024
+Added: Receivables Purchase Agreement, dated as of September 24, 2024, by and among Oportun, Inc., Oportun CCW Trust, Oportun CCW Depositor, LLC and Continental Purchasing, LLC.
+Added: 001-39050 10.1 09/26/2024
10.24^**
−Removed: Receivables Loan and Security Agreement , dated as of October 20, 2023, by and among Oportun CL Trust 2023-A , Oportun, Inc.
−Removed: , and Oportun CL Depositor, LLC, Wilmington Trust, National Association and the L e nders party thereto.
+Added: Credit Agreement, dated as of October 23, 2024, by and among Oportun Financial Corporation, Oportun, Inc., Wilmington Savings Fund Society, FSB, and the Lenders party thereto.
+Added: 001-39050 10.1 10/29/2024
+Added: Indenture between Oportun Issuance Trust 2024-2 and Wilmington Trust, National Association, dated as of August 29, 2024.
+Added: 10-Q 001-39050 10.4 11/12/2024
10.26-1^**
−Removed: Program Agreement, by and between Oportun, Inc.
−Removed: and MetaBank, N.A., dated as of August 11, 2020.
+Added: Loan and Security Agreement by and between Oportun PLW II Trust, Oportun PLW II Depositor, LLC, Oportun, Inc., the Lenders thereto, and Wilmington Trust, National Association, dated as of August 5, 2024.
10-Q 001-39050 10.5 11/12/2024
−Removed: I nsider Trading Policy
+Added: Amendment to the Loan and Security Agreement by and among Oportun PLW II Trust, Oportun PLW II Depositor, LLC, Oportun, Inc., the Lenders thereto, and Wilmington Trust, National Association, dated as of November 1, 2024.
+Added: 10-Q 001-39050 10.7 11/12/2024
+Added: Indenture between Oportun Issuance Trust 2025-A and Wilmington Trust, National Association, dated as of January 16, 2025.
+Added: Insider Trading Policy
21.1 List of Subsidiaries of Oportun Financial Corporation
4 unchanged sentences
32.1* Section 1350 Certifications
−Removed: C ompensation Recovery Policy
+Added: Compensation Recovery Policy
+Added: 10-K 001-39050 97.1 3/15/2024
101 Interactive data files pursuant to Rule 405 of Regulation S-T:
12 unchanged sentences
OPORTUN FINANCIAL CORPORATION
−Removed: 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.
−Removed: March 15, 2024 By:
+Added: 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 February 20, 2025.
+Added: February 20, 2025 By:
/s/ Jonathan Coblentz
9 unchanged sentences
(Principal Executive Officer) (Principal Financial Officer)
−Removed: March 15, 2024
−Removed: March 15, 2024
−Removed: /s/ Casey Mueller /s/ Roy Banks
−Removed: Casey Mueller Roy Banks
+Added: February 20, 2025
+Added: February 20, 2025
+Added: /s/ Casey Mueller /s/ Jo Ann Barefoot
+Added: Casey Mueller Jo Ann Barefoot
(Senior Vice President, Global Controller and Principal Accounting Officer) (Director)
(Principal Accounting Officer) Date:
−Removed: March 15, 2024
−Removed: March 15, 2024
−Removed: /s/ Jo Ann Barefoot /s/ Mohit Daswani
−Removed: Jo Ann Barefoot Mohit Daswani
+Added: February 20, 2025
+Added: February 20, 2025
+Added: /s/ Mohit Daswani
+Added: /s/ Ginny Lee
+Added: Mohit Daswani
(Director) (Director)
−Removed: March 15, 2024
−Removed: March 15, 2024
−Removed: /s/ Ginny Lee /s/ Carlos Minetti
−Removed: Ginny Lee Carlos Minetti
+Added: February 20, 2025
+Added: February 20, 2025
+Added: /s/ Carlos Minetti
+Added: Carlos Minetti
(Director) (Director)
−Removed: March 15, 2024
−Removed: March 15, 2024
−Removed: Miramontes /s/ Sandra Smith
−Removed: Miramontes Sandra Smith
+Added: February 20, 2025
+Added: February 20, 2025
+Added: /s/ Scott Parker
+Added: /s/ Sandra Smith
+Added: Scott Parker Sandra Smith
(Director) (Director)
−Removed: March 15, 2024
−Removed: March 15, 2024
+Added: February 20, 2025
+Added: February 20, 2025
+Added: /s/ Richard Tambor
Neil Williams
+Added: Richard Tambor R.
Neil Williams
−Removed: March 15, 2024
+Added: (Director) (Director)
+Added: February 20, 2025
+Added: February 20, 2025
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.