What changed in this filing

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Item 1. Financial Statements

2025-08-07 compared with 2025-05-09 · 175 added, 117 removed, 548 unchanged (35% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

March 31, December 31,

June 30, December 31,

Cash and cash equivalents $ 96,816 $ 59,968

15 unchanged sentences

Stockholders' equity

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;

Common stock, $ 0.0001 par value - 1,000,000,000 shares authorized at June 30, 2025 and December 31, 2024;

44,281,422 shares issued and 44,009,399 shares outstanding at June 30, 2025;

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

1 unchanged sentence

Accumulated deficit ( 235,887 ) ( 252,531 )

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

Treasury stock at cost, 272,023 shares at June 30, 2025 and December 31, 2024

( 6,309 ) ( 6,309 )

5 unchanged sentences

(in thousands, except share and per share data)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

2025 2024 2025 2024

Interest income $ 218,281 $ 231,373 $ 438,502 $ 461,963

25 unchanged sentences

(in thousands, except share data)

For the Three Months Ended March 31, 2025

For the Six Months Ended June 30, 2025

Warrants Common Stock

6 unchanged sentences

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

Issuance of common stock upon exercise of stock options, net of shares withheld — — 8,104 — 46 — — 46

Stock-based compensation expense — — — — 2,904 — — 2,904

Vesting of restricted stock units, net of shares withheld — — 136,459 — — — — —

Issuance of common stock upon exercise of warrants ( 6,363,671 ) ( 22,675 ) 6,363,671 1 22,737 — — 63

Net income — — — — — 6,877 — 6,877

Balance – June 30, 2025 2,682,788 $ 11,150 44,009,399 $ 8 $ 607,027 $ ( 235,887 ) $ ( 6,309 ) $ 375,989

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

2 unchanged sentences

(in thousands, except share data)

For the Three Months Ended March 31, 2024

For the Six Months Ended June 30, 2024

Warrants Common Stock

6 unchanged sentences

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

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

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

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities

19 unchanged sentences

Other, net ( 382 ) ( 361 )

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

Net cash used in investing activities ( 107,862 ) ( 26,978 )

Cash flows from financing activities

9 unchanged sentences

Net cash used in financing activities ( 84,046 ) ( 136,011 )

Net increase (decrease) in cash and cash equivalents and restricted cash 16,348 ( 9,463 )

Net increase in cash and cash equivalents and restricted cash 13,597 30,620

Cash and cash equivalents and restricted cash, beginning of period 214,625 206,016

14 unchanged sentences

Notes to the Condensed Consolidated Financial Statements (Unaudited)

March 31, 2025

June 30, 2025

Organization and Description of Business

39 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

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

10 unchanged sentences

Diluted $ 0.14 $ ( 0.78 ) $ 0.35 $ ( 1.46 )

(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.

(1) The fair value of the outstanding and exercisable 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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Stock options 1,700,321 2,347,491 1,768,313 2,445,681

18 unchanged sentences

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

March 31, December 31,

June 30, December 31,

(in thousands) 2025 2024

13 unchanged sentences

Loans Held for Sale and Loans Sold

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) upon sale.

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

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

The loan sales qualify for sale accounting treatment and the Company derecognizes 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 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.

The originations of loans sold and held for sale during the three months ended June 30, 2025 was $ 39.9 million and the Company recorded a gain on sale of $ 1.5 million and servicing revenue of $ 1.8 million.

The originations of loans sold and held for sale during the three months ended June 30, 2024 was $ 28.4 million and the Company recorded a gain on sale of $ 2.1 million and servicing revenue of $ 1.6 million.

The originations of loans sold and held for sale during the six months ended June 30, 2025 was $ 72.2 million and the Company recorded a gain on sale of $ 3.0 million and servicing revenue of $ 3.5 million.

The originations of loans sold and held for sale during the six months ended June 30, 2024 was $ 50.7 million and the Company recorded a gain on sale of $ 3.6 million and servicing revenue of $ 3.2 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.

3 unchanged sentences

Capitalized software, net consists of the following:

March 31, December 31,

June 30, December 31,

(in thousands) 2025 2024

3 unchanged sentences

Accumulated amortization

( 173,551 ) ( 155,286 )

Total capitalized software, net $ 60,793 $ 66,658

Capitalized software, net

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.

Amortization of system development costs and acquired developed technology for the three months ended June 30, 2025 and 2024 was $ 9.0 million and $ 10.1 million, respectively.

System development costs capitalized in the three months ended June 30, 2025 and 2024 were $ 6.6 million and $ 5.4 million, respectively.

Amortization of system development costs and acquired developed technology for the six months ended June 30, 2025 and 2024 was $ 18.3 million and $ 20.4 million, respectively.

System development costs capitalized in the six months ended June 30, 2025 and 2024 were $ 12.4 million and $ 9.2 million, respectively.

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

2 unchanged sentences

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

March 31, December 31,

June 30, December 31,

(in thousands) 2025 2024

4 unchanged sentences

Accumulated amortization

( 25,640 ) ( 23,196 )

Total intangible assets, net $ 17,486 $ 19,930

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:

Amortization of intangible assets for the three months ended June 30, 2025 and 2024 was $ 1.2 million and $ 1.9 million, respectively.

Amortization of intangible assets for the six months ended June 30, 2025 and 2024 was $ 2.4 million and $ 3.8 million, respectively.

Expected future amortization expense for intangible assets as of June 30, 2025 is as follows:

(in thousands) Fiscal Years

2025 (remaining nine months) $ 3,713

2025 (remaining six months) $ 2,485

(1) Total excludes indefinite lived intangible assets.

Other assets consist of the following:

March 31, December 31,

June 30, December 31,

(in thousands) 2025 2024

10 unchanged sentences

Total other assets $ 129,397 $ 137,592

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.

Depreciation and amortization expense related to fixed assets for the three months ended June 30, 2025 and 2024 was $ 0.5 million and $ 1.0 million, respectively, and for the six months ended June 30, 2025 and 2024 was $ 1.1 million, and $ 2.0 million, respectively.

Secured Financing

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Variable Interest Entity Facility Amount Maturity Date Interest Rate Balance Balance

5 unchanged sentences

92,243 269,815

Oportun PLW III Trust

187,500 April 1, 2028 Term SOFR + 3.34 %

Total secured financing $ 953,630 $ 331,081 $ 535,469

3 unchanged sentences

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 %.

6 unchanged sentences

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

PLW III Facility

On April 2, 2025, in connection with the closing of a new warehouse facility, the Company (Oportun PLW III 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 depository bank (the “PLW III Facility”).

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

Borrowings under the loan and security agreement accrue interest at a rate no greater than Term SOFR plus a weighted average spread up to 3.34 %.

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

Asset-backed Notes at Fair Value

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

March 31, 2025

June 30, 2025

Variable Interest Entity Initial note amount issued (1)

32 unchanged sentences

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

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).

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

There were no notes retained by the Company as of June 30, 2025.

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

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

These asset-backed notes have been amortizing since then.

Series 2022-2 and Series 2022-3 are both amortizing deals with no revolving period.

Series 2022-2 and Series 2022-3 were both amortizing deals with no revolving period.

On June 9, 2025, the Company redeemed series 2022-3 and 2022-2 asset-backed notes in the amount of $ 31.9 million and $ 21.6 million, respectively .

The asset-backed notes were carried at fair value and the fair value mark was recognized in the Condensed Consolidated Statements of Operations (Unaudited) as part of the Net decrease in fair value.

Asset-backed Borrowings at Amortized Cost

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)

Associated Liability Pledged Asset (1)

Associated Liability

June 30, 2025

Asset-backed Borrowings at Amortized Cost

Initial note amount issued (1)

Initial collateral balance (2)

Current note balance (1)

Current collateral balance (2)

Weighted average interest rate (3)

Original revolving period

(in thousands)

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

Oportun Issuance Trust 2024-2

158,373 157,510 189,401 188,316

Oportun Issuance Trust 2024-1 71,709 71,471 92,759 92,386

Oportun CL Trust 2023-A

197,390 196,064 197,390 195,855

Oportun Issuance Trust 2025-B $ 439,250 $ 450,802 $ 436,366 $ 459,985 5.57 % 2 years

Oportun Issuance Trust 2025-A 425,107 439,775 421,119 445,186 6.15 % 1 year

Oportun Issuance Trust 2024-2 223,250 236,119 128,954 153,422 7.51 % N/A

Oportun Issuance Trust 2024-1 199,500 211,002 53,505 62,399 9.68 % N/A

Oportun CL Trust 2023-A 197,390 210,530 196,281 219,690 10.05 % 2 years

Other Asset Backed Borrowings (4)

369,372 355,240 N/A N/A

Total asset-backed borrowings at amortized cost:

$ 1,484,497 $ 1,548,228 $ 1,605,597 $ 1,695,922

December 31, 2024

Asset-backed Borrowings at Amortized Cost

Initial note amount issued (1)

Initial collateral balance (2)

Current note balance (1)

Current collateral balance (2)

Weighted average interest rate (3)

Original revolving period

(in thousands)

Oportun Issuance Trust 2024-2 $ 223,250 $ 236,119 $ 188,316 $ 213,802 6.99 % N/A

Oportun Issuance Trust 2024-1 199,500 211,002 92,385 107,137 8.27 % N/A

Oportun CL Trust 2023-A 197,390 210,530 195,855 219,717 10.05 % 2 years

Other Asset Backed Borrowings (4)

N/A N/A 507,776 503,032 N/A N/A

Total asset-backed borrowings at amortized cost:

$ 620,140 $ 657,652 $ — $ 984,333 $ 1,043,689

(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.

(1) Initial note amount issued includes notes retained by the Company as applicable.

The current balances are measured at amortized cost for asset-backed notes recorded at amortized cost.

(2) Includes the unpaid principal balance of loans receivable, the balance of required reserve funds, cash, cash equivalents and restricted cash pledged by the Company.

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

There were no notes retained by the Company as of June 30, 2025.

(4) Consists of forward flow whole loan sales that do not qualify as sales for accounting purposes.

On June 5, 2025, the Company announced the issuance of $ 439.3 million of series 2025-B asset-backed notes (the “Notes”) secured by a pool of its unsecured and secured personal installment loans (the “2025-B Securitization”).

The 2025-B 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 5.67 % per annum and a weighted average coupon of 5.57 % 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.

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

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

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

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

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

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

On October 20, 2023, 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 %.

Corporate Financing

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Entity Original Balance Maturity Date Interest Rate Balance Balance

11 unchanged sentences

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 .

Under the Credit Agreement, the Company was 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 has repaid the required $ 12.5 million prior to June 30, 2025 .

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.

1 unchanged sentence

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.

As of June 30, 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:

March 31, December 31,

June 30, December 31,

(in thousands) 2025 2024

9 unchanged sentences

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 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.

There were no shares of undesignated preferred stock issued or outstanding as of June 30, 2025 or December 31, 2024.

Common Stock - As of June 30, 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 June 30, 2025, 44,281,422 and 44,009,399 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.

1 unchanged sentence

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 .

In May 2025, 6,363,671 warrants were exercised to purchase common stock.

As of June 30, 2025 and December 31, 2024, the Company had outstanding and exercisable detachable warrants of 2,682,788 and 9,046,459 , respectively.

Equity Compensation and Other Benefits

1 unchanged sentence

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2025 2024 2025 2024

4 unchanged sentences

$ 2,708 $ 2,942 $ 5,539 $ 6,924

(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.

(1) Amounts shown are net of $ 0.2 million and $ 0.4 million of capitalized stock-based compensation for the three and six months ended June 30, 2025, respectively, and net of $ 0.2 million and $ 0.5 million of capitalized stock-based compensation for the three and six months ended June 30, 2024, respectively.

As of June 30, 2025, and December 31, 2024, the Company’s total unrecognized compensation cost related to unvested stock-based option awards granted to employees was $ 0.5 million and $ 0.9 million, respectively, which will be recognized over a weighted-average vesting period of approximately 0.9 years and 1.3 years, respectively.

As of June 30, 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 $ 19.3 million and $ 15.3 million, respectively, which will be recognized over a weighted average vesting period of approximately 2.0 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 $ 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.

The Company recognized $ 1.6 million and $ 2.0 million of income tax benefit in its Condensed Consolidated Statements of Operations (Unaudited) related to stock-based compensation expense during the six months ended June 30, 2025 and 2024, respectively.

Additionally, the total income tax benefit recognized in the income statement for share-based compensation exercises was $ 0.1 million and $ 0.3 million for the three and six months ended June 30, 2025, respectively.

The total income tax expense recognized in the income statement for share-based compensation exercises was $ 0.2 million and $ 1.7 million for the three and six months ended June 30, 2024, respectively.

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2025 2024 2025 2024

4 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2025 2024 2025 2024

3 unchanged sentences

Interest on member accounts

4,566 9,029 8,988 13,696

Gain on loan sales and other

3,053 1,094 5,732 6,391

Total non-interest income $ 16,065 $ 19,023 $ 31,748 $ 38,915

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.

For the three and six months ended June 30, 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 and six months ended June 30, 2025, the Company recorded income tax expense of $ 3.2 million and $ 6.6 million, respectively, related to continuing operations, representing an effective tax rate of 32.0 % and 28.5 %, respectively.

Income tax benefit for the three and six months ended June 30, 2024 was $ 18.1 million and $ 22.2 million, representing an effective income tax rate of 36.9 % and 27.8 %, respectively.

Income tax expense increased by $ 21.4 million or 117.8 %, from $ 18.1 million benefit for the three months ended June 30, 2024 to $ 3.2 million expense for the three months ended June 30, 2025, primarily as a result of having increased pretax income for the three months ended June 30, 2025.

Income tax expense increased by $ 28.8 million or 129.9 %, from $ 22.2 million benefit for the six months ended June 30, 2024 to $ 6.6 million expense for the six months ended June 30, 2025, primarily as a result of having increased pretax income for the six months ended June 30, 2025.

The Company's effective tax rates for the three and six months ended June 30, 2025 and 2024 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:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

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

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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 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

The personal loans receivable balance at fair value as of June 30, 2025, consists of $ 2,536.2 million of unsecured personal loans receivable and $ 219.3 million of secured personal loans receivable.

June 30, 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 three months ended March 31, 2025 and 2024.

Fair value adjustments related to financial instruments where the fair value option has been elected are recorded through earnings for the six months ended June 30, 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 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 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 fair value of the derivative instrument as of June 30, 2025 and December 31, 2024, were $ 14.2 million and $ 13.8 million, respectively.

The underlying cash flows as of June 30, 2025 and December 31, 2024, were $ 16.1 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):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Low High Weighted Average Low High Weighted Average

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2025 2024 2025 2024

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Other loan sales

— ( 19,234 ) — ( 54,091 )

Gross charge-offs ( 100,745 ) ( 101,545 ) ( 198,942 ) ( 204,582 )

Credit card receivables reclassified as held for sale

— ( 55,720 ) — ( 55,720 )

Net increase (decrease) in fair value 9,087 ( 36,692 ) 21,456 ( 7,754 )

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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:

March 31, 2025

June 30, 2025

Carrying value Estimated fair value Estimated fair value

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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 months ended March 31, 2025 and 2024.

There were no transfers in or out of Level 3 assets and liabilities for the three and six months ended June 30, 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.

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

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

As of June 30, 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

2025 (remaining nine months) $ 8,641

2025 (remaining six months) $ 5,882

Total lease payments 17,502

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Sublease income

2025 (remaining nine months) $ ( 442 )

2025 (remaining six months) $ ( 297 )

2029 and thereafter —

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Weighted average discount rate 5.16 %

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.

Rental expenses under operating leases for the three and six months ended June 30, 2025, were $ 2.5 million, and $ 5.0 million, respectively, and for the three and six months ended June 30, 2024, were $ 3.3 million, and $ 7.1 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.

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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 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.

Lending under the partnership was launched in August of 2021 and as of June 30, 2025, the Company has a commitment to purchase an additional $ 39.8 million of program loans based on originations through June 30, 2025.

Unfunded Loan Commitments - Unfunded loan commitments at June 30, 2025 and December 31, 2024 were insignificant.

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 March 31, 2025, as the Company believes it is not probable to be incurred.

No accrual related to this matter has been recorded as of June 30, 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 $ 5.4 million, consisting of $ 1.3 million of value-added tax and $ 4.1 million of inflationary adjustments, fines and penalties.

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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.

During the three and six months ended June 30, 2025, 3,937,168 warrants were exercised by Neuberger to purchase common stock.

As of June 30, 2025 and December 31, 2024, Neuberger held outstanding and exercisable detachable warrants of 2,682,788 and 6,619,956 , respectively.

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.

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, 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.

On April 26, 2024, the Company 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.

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 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.

As part of this agreement, during the three and six months ended June 30, 2024, the Company transferred loans receivable totaling $ 70.2 million and $ 70.6 million, respectively;

no loans were transferred during the three and six months ended June 30, 2025.

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

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, on April 2, 2025, the Company entered into a loan and security agreement with Neuberger, and certain other lenders.

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

Borrowings under the loan and security agreement accrue interest at a rate no greater than Term SOFR plus a weighted average spread up to 3.34 %.

For the three months ended June 30, 2025 and 2024, the Company recorded interest expense of $ 5.1 million and $ 11.0 million, respectively, related to the Corporate Financing facility, and for the three months ended June 30, 2025 the Company recorded interest expense of $ 0.4 million, related to the PLW III Facility.

In addition, the Company recorded interest expense of $ 5.4 million and $ 7.2 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 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.

Related to the transferred loans, the Company also recorded $ 13.7 million and $ 14.7 million of interest income in the Company's Condensed Consolidated Statements of Operations (Unaudited) for the three months ended June 30, 2025 and 2024, respectively.

For the six months ended June 30, 2025 and 2024, the Company recorded interest expense of $ 10.3 million and $ 22.5 million, respectively, related to the Corporate Financing facility, and for the six months ended June 30, 2025, the Company recorded interest expense of $ 0.4 million related to the PLW III facility.

In addition, the Company recorded interest expense of $ 11.8 million and $ 13.6 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 $ 30.0 million and $ 19.5 million of interest income in the Company's Condensed Consolidated Statements of Operations (Unaudited) for the six months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025 and December 31, 2024, loans receivable at fair value underlying the secured borrowing were $ 168.7 million and $ 241.3 million, respectively, and loans receivable at fair value underlying the Secured Financing were $ 17.5 million as of June 30, 2025.

The Company had Asset-backed borrowings at amortized cost of $ 179.8 million, Corporate Financing of $ 97.0 million, and Secured Financing of $ 15.9 million due to Neuberger as of June 30, 2025 and, Asset-backed borrowings at amortized cost of $ 247.9 million and Corporate Financing of $ 101.9 million 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 June 30, 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.

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Subsequent Events

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 %.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The Company is currently assessing the impact on its consolidated financial statements.

On August 5, 2025, we entered into an Amended and Restated Program Agreement (the “Agreement”) with Pathward, to be effective as of August 11, 2025.

The Agreement amends and restates the original program agreement between the Company and Pathward dated August 11, 2020, as amended, restated or otherwise modified from time to time.

The Agreement has an initial term of four years and renews automatically for successive two -year periods unless either party provides timely notice of non-renewal.

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