What changed in this filing

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Item 1. Financial Statements

2025-05-09 compared with 2024-11-12 · 203 added, 279 removed, 462 unchanged (51% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

September 30, December 31,

March 31, December 31,

Cash and cash equivalents $ 78,542 $ 59,968

1 unchanged sentence

Loans receivable at fair value 2,770,486 2,778,523

Credit cards receivable held for sale

Capitalized software and other intangibles, net 81,884 86,588

6 unchanged sentences

Asset-backed borrowings at amortized cost 1,281,274 984,333

Acquisition and corporate financing 215,697 258,746

Corporate financing

199,669 203,751

Lease liabilities 16,124 18,200

2 unchanged sentences

Stockholders' equity

Common stock, $ 0.0001 par value - 1,000,000,000 shares authorized at September 30, 2024 and December 31, 2023;

36,243,060 shares issued and 35,971,037 shares outstanding at September 30, 2024;

Common stock, $ 0.0001 par value - 1,000,000,000 shares authorized at March 31, 2025 and December 31, 2024;

37,773,188 shares issued and 37,501,165 shares outstanding at March 31, 2025;

36,383,879 shares issued and 36,111,856 shares outstanding at December 31, 2024

1 unchanged sentence

Accumulated deficit ( 242,764 ) ( 252,531 )

Treasury stock at cost, 272,023 shares at September 30, 2024 and December 31, 2023

Treasury stock at cost, 272,023 shares at March 31, 2025 and December 31, 2024

( 6,309 ) ( 6,309 )

1 unchanged sentence

Total liabilities and stockholders' equity $ 3,226,305 $ 3,227,103

See Notes to the Condensed Consolidated Financial Statements.

See Notes to the Condensed Consolidated Financial Statements (Unaudited).

OPORTUN FINANCIAL CORPORATION

1 unchanged sentence

(in thousands, except share and per share data)

Three Months Ended September 30,

Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Interest income $ 220,221 $ 230,590

12 unchanged sentences

Income (loss) before taxes 13,159 ( 30,475 )

Income tax benefit ( 9,508 ) ( 16,232 ) ( 31,668 ) ( 58,247 )

Net loss $ ( 29,956 ) $ ( 21,138 ) $ ( 87,420 ) $ ( 138,127 )

Income tax expense (benefit) 3,392 ( 4,036 )

Net income (loss) $ 9,767 $ ( 26,439 )

Net income (loss) attributable to common stockholders $ 9,767 $ ( 26,439 )

5 unchanged sentences

Diluted 47,037,799 38,900,876

See Notes to the Condensed Consolidated Financial Statements.

See Notes to the Condensed Consolidated Financial Statements (Unaudited).

OPORTUN FINANCIAL CORPORATION

1 unchanged sentence

(in thousands, except share data)

For the Nine Months Ended September 30, 2024

For the Three Months Ended March 31, 2025

Warrants Common Stock

4 unchanged sentences

Vesting of restricted stock units, net of shares withheld — — 1,389,309 — ( 511 ) — — ( 511 )

Net loss — — — — — ( 26,439 ) — ( 26,439 )

Net income — — — — — 9,767 — 9,767

Balance – March 31, 2025 9,046,459 $ 33,825 37,501,165 $ 7 $ 581,340 $ ( 242,764 ) $ ( 6,309 ) $ 366,099

Stock-based compensation expense — — — — 3,169 — — 3,169

Vesting of restricted stock units, net of shares withheld — — 133,467 — — — — —

Net loss — — — — — ( 31,025 ) — ( 31,025 )

Balance – June 30, 2024 4,193,453 $ 19,431 35,722,721 $ 7 $ 572,300 $ ( 231,313 ) $ ( 6,309 ) $ 354,116

Stock-based compensation expense — — — — 3,436 — — 3,436

Vesting of restricted stock units, net of shares withheld — — 248,316 — ( 40 ) — — ( 40 )

Net loss — — — — — ( 29,956 ) — ( 29,956 )

Balance – September 30, 2024 4,193,453 $ 19,431 35,971,037 $ 7 $ 575,696 $ ( 261,269 ) $ ( 6,309 ) $ 327,556

See Notes to the Condensed Consolidated Financial Statements.

See Notes to the Condensed Consolidated Financial Statements (Unaudited).

OPORTUN FINANCIAL CORPORATION

1 unchanged sentence

(in thousands, except share data)

For the Nine Months Ended September 30, 2023

For the Three Months Ended March 31, 2024

Warrants Common Stock

Shares Additional Paid-in Capital Shares Par Value Additional Paid-in Capital Retained Earnings (Accumulated Deficit)

Shares Additional Paid-in Capital Shares Par Value Additional Paid-in Capital Accumulated Deficit

Treasury Stock Total Stockholders' Equity

2 unchanged sentences

Vesting of restricted stock units, net of shares withheld — — 1,120,201 — ( 232 ) — — ( 232 )

Issuance of warrants to purchase common stock in connection with debt financing 2,096,727 6,672 — — — — — 6,672

Net loss — — — — — ( 26,439 ) — ( 26,439 )

Balance – March 31, 2024 4,193,453 $ 19,431 35,589,254 $ 7 $ 569,131 $ ( 200,288 ) $ ( 6,309 ) $ 381,972

Issuance of common stock upon exercise of stock options, net of shares withheld — — 26,458 — ( 95 ) — — ( 95 )

Stock-based compensation expense — — — — 4,754 — — 4,754

Vesting of restricted stock units, net of shares withheld — — 116,539 — ( 267 ) — — ( 267 )

Issuance of warrants to purchase common stock in connection with debt financing 2,096,726 12,759 — — — — — 12,759

Net loss — — — — — ( 14,899 ) — ( 14,899 )

Balance – June 30, 2023 4,193,453 $ 19,431 34,027,343 $ 7 $ 556,156 $ ( 110,887 ) $ ( 6,309 ) $ 458,398

Issuance of common stock upon exercise of stock options, net of shares withheld — — 10,856 — 49 — — 49

Stock-based compensation expense — — — — 4,706 — — 4,706

Vesting of restricted stock units, net of shares withheld — — 191,973 — ( 652 ) — — ( 652 )

Net loss — — — — — ( 21,138 ) — ( 21,138 )

Balance – September 30, 2023 4,193,453 $ 19,431 34,230,172 $ 7 $ 560,259 $ ( 132,025 ) $ ( 6,309 ) $ 441,363

See Notes to the Condensed Consolidated Financial Statements.

See Notes to the Condensed Consolidated Financial Statements (Unaudited).

OPORTUN FINANCIAL CORPORATION

1 unchanged sentence

(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities

Net loss $ ( 87,420 ) $ ( 138,127 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Net income (loss) $ 9,767 $ ( 26,439 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization 11,068 13,198

16 unchanged sentences

Other, net ( 243 ) ( 124 )

Net cash used in investing activities ( 137,262 ) ( 189,368 )

Net cash provided by (used in) investing activities ( 55,520 ) 36,461

Cash flows from financing activities

5 unchanged sentences

( 127,287 ) ( 48,746 )

Borrowings under acquisition and corporate financing — 73,355

Repayments of acquisition and corporate financing ( 6,259 ) ( 17,147 )

16 unchanged sentences

Non-cash financing activities $ 17,097 $ ( 1,649 )

See Notes to the Condensed Consolidated Financial Statements.

See Notes to the Condensed Consolidated Financial Statements (Unaudited).

OPORTUN FINANCIAL CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2024

March 31, 2025

Organization and Description of Business

1 unchanged sentence

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

Oportun takes a holistic approach to serving its members and views as its purpose to responsibly meet their current capital needs, help grow its members' financial profiles, increase their financial awareness and put them on a path to a financially healthy life.

Oportun offers access to a comprehensive suite of products powered by A.I., offered either directly or through partners, including unsecured and secured lending, and savings.

Oportun takes a holistic approach to serving its members and views as its purpose to responsibly meet their current capital needs, help improve their financial profiles, increase their financial awareness and put them on a path to a financially healthy life.

Oportun offers access to a suite of products, offered either directly or through partners, including unsecured and secured lending, and savings.

The Company is headquartered in San Carlos, California.

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

Basis of Presentation ‑ The Company meets the SEC's definition of a “Smaller Reporting Company”, and therefore qualifies for the SEC's reduced disclosure requirements for smaller reporting companies.

Basis of Presentation ‑ The Company meets the Securities and Exchange Commission's ("SEC") definition of a “Smaller Reporting Company”, and therefore qualifies for the SEC's reduced disclosure requirements for smaller reporting companies.

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").

4 unchanged sentences

Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations.

As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 (the "Annual Report"), filed with the Securities and Exchange Commission ("SEC") on March 15, 2024.

As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 20, 2025, as amended (the "Annual Report").

Use of Estimates ‑ The preparation of the condensed 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 condensed consolidated financial statements, and the reported amounts of income and expenses during the reporting period.

3 unchanged sentences

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 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.

See Note 17 , Segment Reporting .

Accounting Standards to be Adopted

2 unchanged sentences

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

While early adoption is permitted, the Company will adopt the standard, effective January 1, 2025.

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.

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

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

adoption is permitted.

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

The Company adopted this ASU effective Jan 1, 2025.

As ASU 2023-09 addresses disclosures only, the adoption of ASU 2023-09 does not have a significant impact on its 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.

Early adoption is permitted.

The Company is evaluating the effect of the new guidance on its income statement presentation.

Earnings (Loss) per Share

Basic and diluted earnings (loss) per share are calculated as follows:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands, except share and per share data) 2025 2024

Net loss $ ( 29,956 ) $ ( 21,138 ) $ ( 87,420 ) $ ( 138,127 )

Net income (loss) $ 9,767 $ ( 26,439 )

Net income (loss) attributable to common stockholders $ 9,767 $ ( 26,439 )

Basic weighted-average common shares outstanding (1)

45,496,705 38,900,876

Weighted average effect of dilutive securities:

Stock options — —

Restricted stock units 1,541,094 —

Diluted weighted-average common shares outstanding 47,037,799 38,900,876

Earnings (loss) per share:

Earnings per share:

Basic $ 0.21 $ ( 0.68 )

Diluted $ 0.21 $ ( 0.68 )

(1) The fair value of the warrants issued with an exercise price of $ 0.01 are included in the Basic weighted-average common shares outstanding.

See Note 10, Stockholders' Equity for additional information.

The following common share equivalent securities have been excluded from the calculation of diluted weighted-average common shares outstanding because the effect is anti-dilutive for the periods presented:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Stock options 1,836,305 2,543,871

2 unchanged sentences

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.

For all variable interest entities ( “VIEs”) in which the Company is involved, it assesses whether it is the primary beneficiary of the VIE on an ongoing basis.

In circumstances where the Company has both the power to direct the activities that most significantly impact the VIEs performance and the obligation to absorb losses or the right to receive the benefits of the VIE that could be significant, it would conclude that it is the primary beneficiary of the VIE, and it consolidates the VIE.

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.

11 unchanged sentences

The following table represents the assets and liabilities of consolidated VIEs recorded on the Company’s Condensed Consolidated Balance Sheets (Unaudited):

September 30, December 31,

March 31, December 31,

(in thousands) 2025 2024

9 unchanged sentences

845,438 476,557

Acquisition financing (1)

22,896 57,237

Total VIE liabilities $ 2,158,234 $ 2,096,451

2 unchanged sentences

Loans Held for Sale and Loans Sold

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.

Other Loan Sales - From time to time the Company has entered into agreements to sell certain populations of its personal loans and credit card receivables, 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 Condensed Consolidated Balance Sheets (Unaudited) at the end of the quarter in which the loans were sold.

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

The originations of loans sold and held for sale during the three months ended September 30, 2024 was $ 32.3 million and the Company recorded a gain on sale of $ 0.7 million and servicing revenue of $ 1.6 million.

The originations of loans sold and held for sale during the three months ended September 30, 2023 was $ 15.9 million.

The gain on sale recorded during the three months ended September 30, 2023 was $ 2.4 million.

Servicing revenue during the same time period was $ 2.2 million.

The originations of loans sold and held for sale during the nine months ended September 30, 2024 was $ 83.0 million and the Company recorded a gain on sale of $ 4.3 million and servicing revenue of $ 4.8 million.

The originations of loans sold and held for sale during the nine months ended September 30, 2023 was $ 41.6 million.

The gain on sale recorded during the nine months ended September 30, 2023 was $ 6.1 million.

Servicing revenue during the same time period was $ 7.7 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 Condensed Consolidated Balance Sheet (Unaudited).

The Company has elected the fair value option for the credit card 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.

The originations of loans sold and held for sale during the three months ended March 31, 2025 was $ 32.4 million and the Company recorded a gain on sale of $ 1.5 million and servicing revenue of $ 1.7 million.

The originations of loans sold and held for sale during the three months ended March 31, 2024 was $ 22.2 million and the Company recorded a gain on sale of $ 1.5 million and servicing revenue of $ 1.6 million.

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”) 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.

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

Capitalized software, net consists of the following:

September 30, December 31,

March 31, December 31,

(in thousands) 2025 2024

5 unchanged sentences

Capitalized software, net

Amortization of system development costs and acquired developed technology for the three months ended September 30, 2024 and 2023 was $ 10.8 million and $ 10.8 million, respectively.

System development costs capitalized in the three months ended September 30, 2024 and 2023 were $ 5.0 million and $ 7.0 million, respectively.

Amortization of system development costs and acquired developed technology for the nine months ended September 30, 2024 and 2023 was $ 31.1 million and $ 31.6 million, respectively.

System development costs capitalized in the nine months ended September 30, 2024 and 2023 were $ 14.2 million and $ 25.3 million, respectively.

Amortization of system development costs and acquired developed technology for three months ended March 31, 2025 and 2024 was $ 9.3 million and $ 10.2 million, respectively.

System development costs capitalized in the three months ended March 31, 2025 and 2024 were $ 5.8 million and $ 3.8 million, respectively.

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

(“Digit”) on December 22, 2021.

on December 22, 2021.

Intangible Assets

The gross carrying amount and accumulated amortization, in total and by major intangible asset class are as follows:

September 30, December 31,

March 31, December 31,

(in thousands) 2025 2024

5 unchanged sentences

Total intangible assets, net $ 18,714 $ 19,930

Amortization of intangible assets for the three months ended September 30, 2024 and 2023 was $ 1.9 million and $ 1.9 million, respectively.

Amortization of intangible assets for the nine months ended September 30, 2024 and 2023 was $ 5.8 million and $ 5.5 million, respectively.

On March 8, 2023, the Company revealed its rebranding of Oportun and Digit as a single brand.

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

Expected future amortization expense for intangible assets as of September 30, 2024 is as follows:

Amortization of intangible assets for the three months ended March 31, 2025 and 2024 was $ 1.2 million and $ 1.9 million, respectively.

Expected future amortization expense for intangible assets as of March 31, 2025 is as follows:

(in thousands) Fiscal Years

2024 (remaining three months) $ 1,773

2025 (remaining nine months) $ 3,713

(1) Total excludes indefinite lived intangible assets

Other assets consist of the following:

September 30, December 31,

March 31, December 31,

(in thousands) 2025 2024

10 unchanged sentences

Total other assets $ 133,638 $ 137,592

Depreciation and amortization expense related to fixed assets for the three months ended September 30, 2024 and 2023 was $ 0.8 million and $ 0.9 million, respectively, and for the nine months ended September 30, 2024 and 2023 was $ 2.8 million, and $ 3.2 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.

Depreciation and amortization expense related to fixed assets for the three months ended March 31, 2025 and 2024 was $ 0.6 million and $ 1.1 million, respectively.

Secured Financing

The following table presents information regarding the Company's Secured Financing facilities:

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Variable Interest Entity Facility Amount Maturity Date Interest Rate Balance Balance

(in thousands)

Oportun CCW Trust (1)

$ 60,000 December 1, 2024 Adjusted SOFR + 3.41 %

$ 53,223 $ 68,409

Oportun PLW Trust (2)

306,452 September 1, 2026 Term SOFR + 3.40 %

Oportun PLW Trust $ 429,030 September 1, 2027 Term SOFR + 3.35 %

$ 224,516 $ 265,654

1 unchanged sentence

337,100 August 1, 2028 Term SOFR + 3.07 %

220,979 269,815

Total secured financing $ 766,130 $ 445,495 $ 535,469

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

(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 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 (the “Master Amendment”) under the PLW Facility.

Following the Master Amendment, the PLW Facility has a two-year term and a borrowing capacity of $ 306.45 million.

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 revolving period with a final maturity of September 1, 2027 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 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 “PLW II Facility”), Oportun PLW II Trust, entered into a loan and security agreement with certain lenders from time to time party thereto, Wilmington Trust, National Association as collateral agent, administrative agent, paying agent, securities intermediary and depositary bank.

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

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 revolving period with a final maturity of August 1, 2028 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 at fair value:

September 30, 2024

March 31, 2025

Variable Interest Entity Initial note amount issued (1)

Initial collateral balance (2)

Current balance (1)

Current note balance (1)

Current collateral balance (2)

8 unchanged sentences

Oportun Issuance Trust (Series 2021-B) 500,000 512,759 234,095 253,875 2.06 % 3 years

Oportun Funding XIV, LLC (Series 2021-A) 375,000 383,632 78,684 89,564 1.79 % 2 years

Total asset-backed notes recorded at fair value $ 2,100,000 $ 2,156,937 $ 863,859 $ 936,021

2 unchanged sentences

Initial collateral balance (2)

Current balance (1)

Current note balance (1)

Current collateral balance (2)

9 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

3 unchanged sentences

(3) Weighted average interest rate excludes notes retained by the Company.

There were no notes retained by the Company as of September 30, 2024.

There were no notes retained by the Company as of March 31, 2025.

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).

3 unchanged sentences

Asset-backed Borrowings at Amortized Cost

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

September 30, 2024 December 31, 2023

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

March 31, 2025 December 31, 2024

Balance Balance

Asset-backed borrowings at amortized cost

Pledged Asset (1)

Asset-backed borrowings at amortized cost Pledged Asset (1)

Associated Liability Pledged Asset (1)

1 unchanged sentence

(in thousands)

Oportun Issuance Trust 2025-A $ 425,107 $ 420,393 $ — $ —

Oportun Issuance Trust 2024-2

5 unchanged sentences

428,381 435,836 503,032 507,776

Total asset-backed borrowings recorded at amortized cost:

Total asset-backed borrowings at amortized cost:

$ 1,280,960 $ 1,281,274 $ 982,582 $ 984,333

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

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

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

On January 16, 2025, the Company announced the issuance of $ 425.1 million of series 2025-A 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 6.95 % per annum and a weighted average coupon of 6.15 % p er annum.

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.

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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 fixed-rate asset-backed notes secured by a pool of its unsecured and secured personal installment loans (the "2024-1 Securitization").

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.

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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.

On October 20, 2023, in connection with the closing of a new private structured financing facility (the “Structured Financing Facility”), Oportun CL Trust 2023-A, as borrower, and Oportun, Inc.

and Oportun CL Depositor, LLC, each as seller and depositor, respectively, entered into a Receivables Loan and Security Agreement (the “Receivables Loan and Security Agreement”) with certain lenders from time-to-time party thereto (the “Lenders”) and Wilmington Trust, National Association as administrative agent, paying agent and account bank, pursuant to which the borrower borrowed $ 197 million.

Certain funds and affiliates of Castlelake, L.P.

(“Castlelake”) participated as Lenders under the Structured Financing Facility.

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

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.

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

While the economics of these transactions are structured as a whole loan sale, the transfer of these loans receivable does not qualify as a sale for accounting purposes.

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.

Acquisition and Corporate Financing

The following table presents information regarding the Company's Acquisition and Corporate Financings:

September 30, 2024 December 31, 2023

Corporate Financing

The following table presents information regarding the Company's Corporate Financings:

March 31, 2025 December 31, 2024

Entity Original Balance Maturity Date Interest Rate Balance Balance

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Oportun Financial Corporation

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

235,000 November 14, 2028 15.00 % per annum

199,669 203,751

Oportun RF, LLC (2)

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

Total Corporate Financing

$ 235,000 $ 199,669 $ 203,751

Total acquisition and corporate financings $ 266,000 $ 215,697 $ 258,746

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

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

Amendments to Corporate Financing

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

3 to the Corporate Financing (the “Third Amendment”).

The Third Amendment 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 Amendment 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 Corporate Financing.

Amendments to Acquisition Financing

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.

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

As of September 30, 2024, and December 31, 2023, the Company was in compliance with all covenants and requirements of the Secured Financing, Acquisition and Corporate Financing facilities and asset-backed notes.

On October 23, 2024, the Company entered into a 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 “Credit Agreement” and the “Term Loans”).

The funding of the Term Loans (the “Term Loan Closing”) was subject to certain closing conditions, including the repayment of the Acquisition Financing and the Company's then existing senior secured term loans under 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 ("Original Credit Agreement"), in addition to 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 Credit Agreement was extinguished, paid in full, and the Acquisition Financing was terminated and the associated outstanding loan balance was repaid in full.

The 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 Credit Agreement.

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

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

The Company repaid $ 5.0 million of required principal and $ 1.3 million of payable in-kind interest during the three months ended March 31, 2025, reducing the amount of principal remaining to be repaid by July 31, 2025 to $ 7.5 million .

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

The obligations under the Credit Agreement are secured by the assets of the Company and certain of its subsidiaries guaranteeing the 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 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 Credit Agreement, the Company issued 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.

See Note 10, Stockholders' Equity for additional information on warrants issued by the Company.

Debt Covenants - As of March 31, 2025, and December 31, 2024, the Company was in compliance with all covenants and requirements of the Secured Financing, Corporate Financing facilities and asset-backed notes.

Other Liabilities

Other liabilities consist of the following:

September 30, December 31,

March 31, December 31,

(in thousands) 2025 2024

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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 September 30, 2024 or December 31, 2023.

Common Stock - As of September 30, 2024 and December 31, 2023, the Company was authorized to issue 1,000,000,000 shares of common stock with a par value of $ 0.0001 per share.

As of September 30, 2024, 36,243,060 and 35,971,037 shares were issued and outstanding, respectively, and 272,023 shares were held in treasury stock.

There were no shares of undesignated preferred stock issued or outstanding as of March 31, 2025 or December 31, 2024.

Common Stock - As of March 31, 2025 and December 31, 2024, the Company was authorized to issue 1,000,000,000 shares of common stock with a par value of $ 0.0001 per share.

As of March 31, 2025, 37,773,188 and 37,501,165 shares were issued and outstanding, respectively, and 272,023 shares were held in treasury stock.

As of December 31, 2024, 36,383,879 and 36,111,856 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 facility, 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.

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

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.

See Liquidity and Capital Resources section for additional information on the Second Amendment of the Corporate Financing facility.

Warrants - Beginning on March 10, 2023, and pursuant to the Original Credit Agreement, on certain dates and in connection with certain tranches of loans issued under the Original Credit Agreement, the Company issued detachable warrants to the lenders to purchase an aggregate of 4,193,453 shares of the Company’s common stock at an exercise price of $ 0.01 per share.

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

Equity Compensation and Other Benefits

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Stock-based Compensation - Total stock-based compensation expense included in the Condensed Consolidated Statements of Operations (Unaudited) is as follows:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2025 2024

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$ 2,831 $ 3,982

(1) Amounts shown are net of $ 0.2 million and $ 0.7 million of capitalized stock-based compensation for the three and nine months ended September 30, 2024, respectively, and net of $ 0.3 million and $ 1.1 million of capitalized stock-based compensation for the three and nine months ended September 30, 2023, respectively.

As of September 30, 2024, and December 31, 2023, the Company’s total unrecognized compensation cost related to unvested stock-based option awards granted to employees was $ 1.2 million and $ 2.6 million, respectively, which will be recognized over a weighted-average vesting period of approximately 1.5 years and 1.9 years, respectively.

As of September 30, 2024 and December 31, 2023, the Company's total unrecognized compensation cost related to time-based and performance-based unvested restricted stock unit awards granted to employees was $ 16.3 million and $ 24.8 million, respectively, which will be recognized over a weighted average vesting period of approximately 2.0 years and 2.1 years, respectively.

(1) Amounts shown are net of $ 0.2 million of capitalized stock-based compensation for the three months ended March 31, 2025 and net of $ 0.3 million of capitalized stock-based compensation for the three months ended March 31, 2024.

As of March 31, 2025, and December 31, 2024, the Company’s total unrecognized compensation cost related to unvested stock-based option awards granted to employees was $ 0.6 million and $ 0.9 million, respectively, which will be recognized over a weighted-average vesting period of approximately 1.1 years and 1.3 years, respectively.

As of March 31, 2025 and December 31, 2024, the Company's total unrecognized compensation cost related to time-based and performance-based unvested restricted stock unit awards granted to employees was $ 16.6 million and $ 15.3 million, respectively, which will be recognized over a weighted average vesting period of approximately 2.1 years and 2.0 years, respectively.

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 $ 2.8 million and $ 3.8 million of income tax benefit in its consolidated statement of operations related to stock-based compensation expense during the nine months ended September 30, 2024 and 2023, respectively.

Additionally, the total income tax expense (benefit) recognized in the income statement for share-based compensation exercises was $ 0.4 million and $ 2.2 million for the three and nine months ended September 30, 2024, respectively.

The total income tax expense recognized in the income statement for share-based compensation exercises was $ 0.4 million and $ 3.0 million for the three and nine months ended September 30, 2023, respectively.

The Company recognized $ 0.8 million and $ 1.1 million of income tax benefit in its Condensed Consolidated Statements of Operations (Unaudited) related to stock-based compensation expense for the three months ended March 31, 2025 and 2024, respectively.

Additionally, the total income tax expense (benefit) recognized in the income statement for share-based compensation exercises was $( 0.3 ) million and $ 1.6 million for the three months ended March 31, 2025 and 2024, respectively.

Interest Income - Total interest income included in the Condensed Consolidated Statements of Operations (Unaudited) is as follows:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2025 2024

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Non-interest Income - Total non-interest income included in the Condensed Consolidated Statements of Operations (Unaudited) is as follows:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2025 2024

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Interest on member accounts

5,707 5,227 19,403 16,656

Gain on loan sales and other

4,414 9,693 10,805 25,854

Total non-interest income $ 15,683 $ 19,892

For the three and nine months ended September 30, 2024 and 2023, the Company calculated its year-to-date income tax expense (benefit) by applying the estimated annual effective tax rate to the year-to-date income from operations before income taxes and adjusts the income tax expense (benefit) for discrete tax items recorded in the period.

During the three and nine months ended September 30, 2024, the Company recorded income tax benefit of $ 9.5 million and $ 31.7 million, respectively, related to continuing operations, representing an effective tax rate of 24.1 % and 26.6 %, respectively.

Income tax benefit for the three and nine months ended September 30, 2023 was $ 16.2 million and $ 58.2 million, representing an effective income tax rate of 43.4 % and 29.7 %, respectively.

Income tax benefit decreased by $ 6.7 million or 41 %, from $ 16.2 million for the three months ended September 30, 2023 to $ 9.5 million benefit for the three months ended September 30, 2024, primarily as a result of the discrete tax impacts of unrecognized tax benefits and return to provision adjustments for the three months ended September 30, 2023.

Income tax benefit decreased by $ 26.6 million or 46 %, from $ 58.2 million for the nine months ended September 30, 2023 to $ 31.7 million for the nine months ended September 30, 2024, primarily as a result of having a lower pretax loss for the nine months ended September 30, 2024.

The Company's effective tax rates for the three and nine months ended September 30, 2024 and 2023 differ from the statutory tax rates primarily due to the impacts of the research and development tax credit, and stock-based compensation.

The Company’s policy is to recognize interest and penalties associated with unrecognized tax positions in income tax expense.

At the end of 2024, the Company expects it will no longer be subject to any significant U.S.

federal tax examinations by tax authorities for all years prior to 2021.

Thus, the Company expects to release $ 3.4 million of uncertain tax positions within the next twelve months due to the expiration of various statute of limitations.

For the three months ended March 31, 2025 and 2024, the Company calculates its year-to-date income tax expense (benefit) by applying the estimated annual effective tax rate to the year-to-date income from operations before income taxes and adjusts the income tax expense (benefit) for discrete tax items recorded in the period.

During the three months ended March 31, 2025 and 2024, the Company recorded income tax expense of $ 3.4 million and an income tax benefit of $ 4.0 million, respectively, related to continuing operations.

The Company’s reported effective tax rates were 25.8 % and 13.2 % for the three months ended March 31, 2025 and 2024, respectively.

Income tax expense increased by $ 7.4 million , from $ 4.0 million benefit for the three months ended March 31, 2024 to $ 3.4 million expense for the three months ended March 31, 2025, primarily as a result of having increased pretax income for the three months ended March 31, 2025.

The Company's effective tax rate for the three months ended March 31, 2025 differ from the statutory tax rates primarily due to the impacts of the research and development tax credit and stock-based compensation.

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.

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

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

(in thousands) Unpaid Principal Balance Fair Value Unpaid Principal Balance Fair Value

Loans receivable - personal loans $ 2,677,885 $ 2,728,515 $ 2,824,342 $ 2,853,186

Loans receivable - credit cards — — 111,145 109,166

Total Loans Receivable at Fair Value $ 2,677,885 $ 2,728,515 $ 2,935,487 $ 2,962,352

Credit cards receivable held for sale

84,980 52,581 — —

Loans Receivable at Fair Value $ 2,696,587 $ 2,770,486 $ 2,716,992 $ 2,778,523

Asset-backed notes $ 878,286 $ 863,859 $ 1,103,002 $ 1,080,690

3 unchanged sentences

The following tables present quantitative information about the significant unobservable inputs used for the Company’s Level 3 fair value measurements for Loans Receivable at Fair Value.

The personal loans receivable balance at fair value as of September 30, 2024, consists of $ 2,572.7 million of unsecured personal loans receivable and $ 155.8 million of secured personal loans receivable.

September 30, 2024 December 31, 2023

The personal loans receivable balance at fair value as of March 31, 2025, consists of $ 2,569.7 million of unsecured personal loans receivable and $ 200.8 million of secured personal loans receivable.

March 31, 2025 December 31, 2024

Personal Loans Receivable

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(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 nine months ended September 30, 2024 and 2023.

Fair value adjustments related to financial instruments where the fair value option has been elected are recorded through earnings for the three months ended March 31, 2025 and 2024.

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.

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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.

September 30, 2024 December 31, 2023

Credit Cards Receivables

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 September 24, 2024, the Company entered into a definitive agreement to sell its credit cards receivable portfolio to a third-party credit card marketer and servicer.

As of September 30, 2024, the Company determined the fair value of the credit cards receivable portfolio based on the terms outlined in the definitive agreement signed September 24, 2024.

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

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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 as of September 30, 2024 and December 31, 2023, were $ 12.7 million and $ 9.3 million, respectively.

The underlying cash flows as of September 30, 2024 and December 31, 2023, were $ 16.1 million and $ 12.2 million, respectively.

The fair value of the derivative instrument as of March 31, 2025 and December 31, 2024, were $ 14.2 million and $ 13.8 million, respectively.

The underlying cash flows as of March 31, 2025 and December 31, 2024, were $ 16.8 million and $ 16.9 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 Condensed Consolidated Balance Sheets (Unaudited):

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Low High Weighted Average Low High Weighted Average

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Discount rate 16.11 % 16.11 % 16.11 % 17.29 % 17.29 % 17.29 %

On September 24, 2024, the Company signed a definitive agreement to sell 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.

For the derivative, the Company uses a base set of cash flows derived from historical data and management assumptions.

1 unchanged sentence

The table below presents a reconciliation of Loans Receivable at Fair Value on a recurring basis using significant unobservable inputs:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2025 2024

4 unchanged sentences

Other loan sales

( 14,164 ) ( 32,471 ) ( 68,255 ) ( 127,059 )

Gross charge-offs ( 98,197 ) ( 103,037 )

Credit card receivables reclassified as held for sale

— — ( 55,720 ) —

Net increase (decrease) in fair value 12,369 28,938

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The following table presents the carrying value and estimated fair values of financial assets and liabilities disclosed but not carried at fair value and the level within the fair value hierarchy:

September 30, 2024

March 31, 2025

Carrying value Estimated fair value Estimated fair value

6 unchanged sentences

1,280,960 1,282,845 — 854,464 428,381

Acquisition and corporate financing (Note 8) 234,222 230,772 — 230,772 —

Corporate financing (Note 8) 230,000 228,798 — 228,798 —

December 31, 2024

6 unchanged sentences

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) 285,682 286,865 — 286,865 —

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.

Corporate financing (Note 8) 235,768 236,105 — 236,105 —

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 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.

• Secured financing and corporate financing ‑ The fair values of the secured financing, 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.

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Fair values of secured borrowings included in 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 three and nine months ended September 30, 2024 and 2023 and the year ended December 31, 2023.

There were no transfers in or out of Level 3 assets and liabilities for the three months ended March 31, 2025 and 2024.

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

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 less than 6 years.

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 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.

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The Company uses its contractual borrowing rate to determine lease discount rates.

As of September 30, 2024, maturities of lease liabilities, excluding short-term leases and leases on a month-to-month basis, were as follows:

As of March 31, 2025, maturities of lease liabilities, excluding short-term leases and leases on a month-to-month basis, were as follows:

(in thousands) Operating Leases

Lease expense

2024 (remaining three months) $ 3,117

Thereafter 95

2025 (remaining nine months) $ 8,641

Total lease payments 18,840

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Sublease income

2024 (remaining three months) $ ( 145 )

2025 (remaining nine months) $ ( 442 )

2029 and thereafter —

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Total leases $ 19,416

Sublease income

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

Weighted average discount rate 5.16 %

Rental expenses under operating leases for the three and nine months ended September 30, 2024, were $ 2.6 million, and $ 9.8 million, respectively, and for the three and nine months ended September 30, 2023, were $ 4.3 million, and $ 13.4 million, respectively.

Purchase Commitments ‑ The Company has commitments to purchase information technology and communication services in the ordinary course of business, with various terms through 2027.

Rental expenses under operating leases for the three months ended March 31, 2025 and 2024, w a s $ 2.5 million and $ 3.9 million, respectively.

Purchase Commitment ‑ The Company has commitments to purchase information technology and communication services in the ordinary course of business, with various terms through 2028.

These amounts are not reflective of the Company’s entire anticipated purchases under the related agreements;

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

The Company’s purchase obligations are $ 11.0 million for the remainder of 2024, $ 33.4 million in 2025, $ 17.7 million in 2026, $ 2.1 million in 2027 and $ 0.0 million in 2028.

The Company’s purchase obligations are $ 30.5 million for the remainder of 2025, $ 19.5 million in 2026, $ 2.9 million in 2027, $ 0.1 million in 2028 with no obligations beyond 2028.

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

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In accordance with the agreements underlying the bank partnership program, Oportun has a commitment to purchase an increasing percentage of program loans originated by Pathward based on thresholds specified in the agreements.

Lending under the partnership was launched in August of 2021.

After Pathward has met its retention requirement, the Company has a commitment to purchase all additional program loans.

Unfunded Loan and Credit Card Commitments - Unfunded loan and credit card commitments at September 30, 2024 and December 31, 2023 were $ 27.2 million and $ 32.9 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.

Lending under the partnership was launched in August of 2021 and as of March 31, 2025, the Company has a commitment to purchase an additional $ 35.8 million of program loans based on originations through March 31, 2025.

Unfunded Loan and Credit Card Commitments - Unfunded loan and credit card commitments at March 31, 2025 and 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.

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.

The Company disputes that there were underpayments in any of those years, and intends to pursue all available administrative and legal avenues of appeal to assert its position.

No accrual related to this matter has been recorded as of September 30, 2024, as the Company believes it is not probable to be incurred.

No accrual related to this matter has been recorded as of March 31, 2025, as the Company believes it is not probable to be incurred.

However, it is reasonably possible the Company will be unsuccessful in asserting at least some of these claims, and for those claims, the Company believes it may be exposed to a liability ranging from zero to $ 3.8 million, consisting of $ 1.2 million of value-added tax and $ 2.6 million of inflationary adjustments, fines and penalties.

4 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 facility 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 facility 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.

On October 23, 2024, the Company entered into the 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 Term Loan, the Company repaid all amounts due under the Original Credit Agreement in full.

In connection with the 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 agreed to sell up to $ 300.0 million of its personal loan originations over the subsequent twelve months.

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

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 three and nine months ended September 30, 2024 the Company transferred loans receivable totaling $ 75.1 million and $ 145.7 million, respectively.

As part of this agreement, during the three months ended March 31, 2024, the Company transferred loans receivable totaling $ 0.4 million;

no loans were transferred during the three months ended March 31, 2025.

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

For the three months ended September 30, 2024 and 2023 the Company recorded interest expense of $ 10.9 million and $ 11.3 million, respectively, related to the Corporate Financing facility.

In addition, the Company recorded interest expense of $ 7.9 million and $ 3.2 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.

Related to transferred loans, the Company also recorded $ 18.9 million and $ 6.7 million of interest income in the Company's Condensed Consolidated Statements of Operations (Unaudited) for the three months ended September 30, 2024 and 2023, respectively.

For the nine months ended September 30, 2024 and 2023, the Company recorded interest expense of $ 33.5 million and $ 26.7 million, respectively, related to the Corporate Financing facility.

For the three months ended March 31, 2025 and 2024, the Company recorded interest expense of $ 5.2 million and $ 11.5 million, respectively, related to the Corporate Financing facility.

In addition, the Company recorded interest expense of $ 6.4 million and $ 6.5 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.

Related to the transferred loans, the Company also recorded $ 38.4 million and $ 6.9 million of interest income in the Company's Condensed Consolidated Statements of Operations (Unaudited) for the nine months ended September 30, 2024 and 2023, respectively.

As of September 30, 2024 and December 31, 2023, loans receivable at fair value underlying the secured borrowing with Neuberger was $ 272.6 million and $ 200.8 million, respectively, The Company had Asset-backed borrowings at amortized costs of $ 276.6 million and corporate financing of $ 193.8 million due to Neuberger as of September 30, 2024 and, $ 201.8 million and $ 204.1 million, respectively, as of December 31, 2023.

The Company also had an insignificant amount of Interest and fee receivable, net and Other liabilities in its Condensed Consolidated Balance Sheets (Unaudited) as of September 30, 2024 related to these transactions.

Related to the transferred loans, the Company also recorded $ 16.3 million and $ 4.8 million, of interest income in the Company's Condensed Consolidated Statements of Operations (Unaudited) for the three months ended March 31, 2025 and 2024, respectively.

As of March 31, 2025 and December 31, 2024, loans receivable at fair value underlying the secured borrowing were $ 204.3 million and $ 241.3 million, respectively.

The Company had Asset-backed borrowings at amortized cost of $ 213.0 million and Corporate Financing of $ 99.8 million due to Neuberger as of March 31, 2025 and $ 247.9 million and $ 101.9 million, respectively, due as of December 31, 2024.

The Company also had an insignificant amount of Interest and fee receivable, net and Other liabilities in its Condensed Consolidated Balance Sheets (Unaudited) as of March 31, 2025 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 is 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

Credit Cards Receivable Sale

On November 12, 2024, (the “Credit Cards Receivable Sale Closing”) the Company completed the sale of the credit cards receivable portfolio to Continental Finance, a leading U.S.

credit card marketer and servicer.

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.

Termination of the CCW Facility - In 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 and the CCW Indenture was terminated effective November 10, 2024.

Refinance of Corporate Financing

On October 23, 2024, the Company entered into a Credit Agreement with the Company's wholly-owned subsidiary Oportun, Inc., as borrower, certain affiliates of Castlelake and funds managed by Neuberger as lenders, and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent (the “Refinancing Credit Agreement”), pursuant to which the Company will borrow $ 235 million of senior secured term loans (the “Term Loans”).

The funding of the Term Loans (the “Closing”) shall be subject to certain closing conditions, including the repayment of the Company's existing senior secured term loans and residual financing facility , and is conditioned upon the completion of the sale of the Company's credit cards receivable portfolio, which occurred on November 12, 2024.

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 Term Loans will 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 Term Loans are scheduled to mature four years from the date of the Closing.

Under the Refinancing Credit Agreement, the Company will be required to repay $ 12.5 million of the Term Loans on or prior to July 31, 2025 and an additional $ 27.5 million of the 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 Closing, in each case not subject to a prepayment premium.

Voluntary prepayment of the 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 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, at the Closing the Company will also issue warrants (the “Warrants”), at an exercise price of $ 0.01 per share, to affiliates of Castlelake and Neuberger to purchase an aggregate amount of shares of the Company’s common stock equal to 9.8 % of the fully-diluted shares outstanding of the Company, excluding out-of-the-money options, on a pro-forma basis for the warrants.

The Company also entered into a Registration Rights Agreement with the applicable holders of the Warrants (the “Registration Rights Agreement”), which stipulates that the Company will file a registration statement with the Securities and Exchange Commission with respect to the shares underlying the Warrants.

PLW II Facility Amendment

On November 1, 2024, Oportun PLW II Trust, a subsidiary of the Company, Wilmington Trust, National Association as collateral agent, administrative agent, paying agent, securities intermediary and depositary bank and certain lenders from time to time party thereto, entered into an Amendment to the Loan and Security Agreement (the “PLW II Amendment”), and other related documents (together with the PLW II Amendment, the “Amendment”) 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 %.

Personal Loan Warehouse Facility

On April 2, 2025 the Company issued a press release announcing the closing of a new warehouse facility (the “PLW III Warehouse Facility”).

In connection with the PLW III Warehouse Facility, Oportun PLW III Trust (the “Borrower”), a subsidiary of the Company, entered into a Loan and Security Agreement (the “Loan and Security Agreement”) with certain lenders from time to time party thereto (the “Lenders”), Wilmington Trust, National Association as collateral agent, administrative agent, paying agent, securities intermediary and depositary bank.

The PLW III Warehouse Facility has a two-year revolving period with a final maturity of April 1, 2028 and a borrowing capacity of approximately $ 187.5 million.

Borrowings under the Loan and Security Agreement accrue interest at an interest rate no greater than Term SOFR plus a weighted average spread up to 3.34 %.

The advance rate for the PLW III Warehouse Facility is 95.0 %, subject to certain default, delinquency and liquidity triggers that could lower the advance rate to 92.0 %.

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-Q

Item 1. Financial Statements