Oportun Financial Corp 10-Q

Item 1. Financial Statements OPORTUN FINANCIAL CORPORATION Condensed Consolidated Balance Sheets (Unaudited) (in thousands, except share and per share data) June 30, December 31, 2025 2024 Assets Cash and cash equivalents $ 96,816 $ 59,968 Restricted cash 131,406 154,657 Loans receivable at fair value 2,755,470 2,778,523 Capitalized software and other intangibles, net 78,279 86,588 Right of use assets - operating 9,718 9,775 Other assets 129,397 137,592 Total assets $ 3,201,086 $ 3,227,103 Liabilities and stockholders' equity Liabilities Secured financing $ 331,081 $ 535,469 Asset-backed notes at fair value 617,904 1,080,690 Asset-backed borrowings at amortized cost 1,605,597 984,333 Corporate financing 193,944 203,751 Lease liabilities 14,969 18,200 Other liabilities 61,602 50,851 Total liabilities 2,825,097 2,873,294 Stockholders' equity 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 8 7 Common stock, additional paid-in capital 618,177 612,642 Accumulated deficit ( 235,887 ) ( 252,531 ) Treasury stock at cost, 272,023 shares at June 30, 2025 and December 31, 2024 ( 6,309 ) ( 6,309 ) Total stockholders’ equity 375,989 353,809 Total liabilities and stockholders' equity $ 3,201,086 $ 3,227,103 See Notes to the Condensed Consolidated Financial Statements (Unaudited). 3 OPORTUN FINANCIAL CORPORATION Condensed Consolidated Statements of Operations (Unaudited) (in thousands, except share and per share data) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Revenue Interest income $ 218,281 $ 231,373 $ 438,502 $ 461,963 Non-interest income 16,065 19,023 31,748 38,915 Total revenue 234,346 250,396 470,250 500,878 Less: Interest expense 59,538 54,244 116,941 108,709 Net decrease in fair value ( 70,257 ) ( 136,119 ) ( 142,929 ) ( 252,969 ) Net revenue 104,551 60,033 210,380 139,200 Operating expenses: Technology and facilities 36,649 40,625 73,086 87,730 Sales and marketing 18,077 16,258 37,959 32,261 Personnel 20,247 21,908 41,212 46,424 Outsourcing and professional fees 9,701 8,375 17,713 18,616 General, administrative and other 9,769 22,016 17,143 33,793 Total operating expenses 94,443 109,182 187,113 218,824 Income (loss) before taxes 10,108 ( 49,149 ) 23,267 ( 79,624 ) Income tax expense (benefit) 3,231 ( 18,124 ) 6,623 ( 22,160 ) Net income (loss) $ 6,877 $ ( 31,025 ) $ 16,644 $ ( 57,464 ) Net income (loss) attributable to common stockholders $ 6,877 $ ( 31,025 ) $ 16,644 $ ( 57,464 ) Share data: Earnings (loss) per share: Basic $ 0.15 $ ( 0.78 ) $ 0.36 $ ( 1.46 ) Diluted $ 0.14 $ ( 0.78 ) $ 0.35 $ ( 1.46 ) Weighted average common shares outstanding: Basic 46,571,524 39,816,996 46,037,084 39,358,936 Diluted 47,893,172 39,816,996 47,468,455 39,358,936 See Notes to the Condensed Consolidated Financial Statements (Unaudited). 4 OPORTUN FINANCIAL CORPORATION Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) (in thousands, except share data) For the Six Months Ended June 30, 2025 Warrants Common Stock Shares Additional Paid-in Capital Shares Par Value Additional Paid-in Capital Accumulated Deficit Treasury Stock Total Stockholders' Equity Balance – January 1, 2025 9,046,459 $ 33,825 36,111,856 $ 7 $ 578,817 $ ( 252,531 ) $ ( 6,309 ) $ 353,809 Stock-based compensation expense — — — — 3,034 — — 3,034 Vesting of restricted stock units, net of shares withheld — — 1,389,309 — ( 511 ) — — ( 511 ) 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 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). 5 OPORTUN FINANCIAL CORPORATION Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) (in thousands, except share data) For the Six Months Ended June 30, 2024 Warrants Common Stock Shares Additional Paid-in Capital Shares Par Value Additional Paid-in Capital Accumulated Deficit Treasury Stock Total Stockholders' Equity Balance – January 1, 2024 4,193,453 $ 19,431 34,469,053 $ 7 $ 565,124 $ ( 173,849 ) $ ( 6,309 ) $ 404,404 Stock-based compensation expense — — — — 4,239 — — 4,239 Vesting of restricted stock units, net of shares withheld — — 1,120,201 — ( 232 ) — — ( 232 ) 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 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). 6 OPORTUN FINANCIAL CORPORATION Condensed Consolidated Statements of Cash Flow (Unaudited) (in thousands) Six Months Ended June 30, 2025 2024 Cash flows from operating activities Net income (loss) $ 16,644 $ ( 57,464 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 21,783 26,204 Fair value adjustment, net 142,929 252,969 Origination fees for loans receivable at fair value, net ( 20,930 ) ( 10,140 ) Gain on loan sales ( 2,979 ) ( 3,608 ) Stock-based compensation expense 5,539 6,924 Other, net 23,380 ( 14,191 ) Originations of loans sold and held for sale ( 72,249 ) ( 50,664 ) Proceeds from sale of loans 76,768 53,816 Changes in operating assets and liabilities 14,620 ( 10,237 ) Net cash provided by operating activities 205,505 193,609 Cash flows from investing activities Originations and purchases of loans held for investment ( 772,912 ) ( 679,738 ) Proceeds from loan sales originated as held for investment — 2,240 Repayments of loan principal 677,443 659,232 Capitalization of system development costs ( 12,011 ) ( 8,351 ) Other, net ( 382 ) ( 361 ) Net cash used in investing activities ( 107,862 ) ( 26,978 ) Cash flows from financing activities Borrowings under secured financing 590,529 89,940 Repayments of secured financing ( 794,396 ) ( 224,193 ) Repayments of asset-backed notes at fair value ( 474,041 ) ( 225,950 ) Borrowings under asset-backed borrowings at amortized cost 857,279 397,907 Repayments of asset-backed borrowings at amortized cost ( 248,050 ) ( 136,785 ) Repayments of acquisition and corporate financing ( 13,759 ) ( 34,271 ) Payments of deferred financing costs ( 1,207 ) ( 2,427 ) Net payments related to stock-based activities ( 401 ) ( 232 ) Net cash used in financing activities ( 84,046 ) ( 136,011 ) 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 Cash and cash equivalents and restricted cash, end of period $ 228,222 $ 236,636 Supplemental disclosure of cash flow information Cash and cash equivalents $ 96,816 $ 72,871 Restricted cash 131,406 163,765 Total cash and cash equivalents and restricted cash $ 228,222 $ 236,636 Cash paid for income taxes, net of refunds $ 1,395 $ 826 Cash paid for interest $ 100,364 $ 106,940 Cash paid for amounts included in the measurement of operating lease liabilities $ 5,608 $ 6,463 Supplemental disclosures of non-cash investing and financing activities Right of use assets obtained in exchange for operating lease obligations $ 1,929 $ ( 6,511 ) Non-cash investments in capitalized assets $ 370 $ 801 Non-cash financing activities $ 33,259 $ 16,603 See Notes to the Condensed Consolidated Financial Statements (Unaudited). 7 OPORTUN FINANCIAL CORPORATION Notes to the Condensed Consolidated Financial Statements (Unaudited) June 30, 2025 1. Organization and Description of Business Oportun Financial Corporation (together with its subsidiaries unless the context indicates otherwise, "Oportun" or the "Company") is a mission driven financial services company that puts its members’ financial goals within reach. With intelligent borrowing, savings, and budgeting capabilities, the Company empowers members with the confidence to build a better financial future. 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. 2. Summary of Significant Accounting Policies 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"). These statements are unaudited and reflect all normal, recurring adjustments that are, in management's opinion, necessary for the fair presentation of results. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain prior-period financial information has been reclassified to conform to current period presentation. 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, 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. These estimates are based on information available as of the date of the condensed consolidated financial statements; therefore, actual results could differ from those estimates and assumptions. Accounting Policies - There have been no changes to the Company's significant accounting policies from those described in Part II, Item 8 - Financial Statements and Supplementary Data in the Annual Report, except for the new accounting pronouncements subsequently adopted as noted below. 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 Income Taxes - In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures. This ASU requires entities to disclose in their rate reconciliation table additional categories or information about federal, state and foreign income taxes and to provide more details about the reconciling items in some categories if the items meet a quantitative threshold and requires annual disclosure of income taxes paid to be disaggregated by federal, state and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold. The ASU is effective for annual periods beginning after December 15, 2024. 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. 8 3. Earnings (Loss) per Share Basic and diluted earnings (loss) per share are calculated as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share and per share data) 2025 2024 2025 2024 Net income (loss) $ 6,877 $ ( 31,025 ) $ 16,644 $ ( 57,464 ) Net income (loss) attributable to common stockholders $ 6,877 $ ( 31,025 ) $ 16,644 $ ( 57,464 ) Basic weighted-average common shares outstanding (1) 46,571,524 39,816,996 46,037,084 39,358,936 Weighted average effect of dilutive securities: Stock options — — — — Restricted stock units 1,321,648 — 1,431,371 — Diluted weighted-average common shares outstanding 47,893,172 39,816,996 47,468,455 39,358,936 Earnings per share: Basic $ 0.15 $ ( 0.78 ) $ 0.36 $ ( 1.46 ) Diluted $ 0.14 $ ( 0.78 ) $ 0.35 $ ( 1.46 ) (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 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 Restricted stock units 1,241,225 4,058,597 1,248,514 3,842,349 Total anti-dilutive common share equivalents 2,941,546 6,406,088 3,016,827 6,288,030 4. Variable Interest Entities 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. See Note 8, Borrowings for additional information on the secured borrowing under the caption of asset-backed borrowings at amortized cost. Consolidated VIEs As part of the Company’s overall funding strategy, the Company transfers a pool of designated loans receivable to wholly owned special-purpose subsidiaries to collateralize certain asset-backed financing transactions. For these VIEs where the Company has determined that it is the primary beneficiary because it has the power to direct the activities that most significantly impact the VIEs’ economic performance and the obligation to absorb the losses or the right to receive benefits from the VIEs that could potentially be significant to the VIEs, the VIEs assets and related liabilities are consolidated with the results of the Company. Such power arises from the Company’s contractual right to service the loans receivable securing the VIEs’ asset-backed debt obligations. The Company has an obligation to absorb losses or the right to receive benefits that are potentially significant to the VIEs because it retains the residual interest of each asset-backed financing transaction in the form of an asset-backed certificate. Accordingly, the Company includes the VIEs’ assets, including the assets securing the financing transactions, and related liabilities in its condensed consolidated financial statements. Each consolidated VIE issues a series of asset-backed securities that are supported by the cash flows arising from the loans receivable securing such debt. Cash inflows arising from such loans receivable are distributed monthly to the transaction’s lenders and related service providers in accordance with the transaction’s contractual priority of payments. The creditors of the VIEs above have no recourse to the general credit of the Company as the primary beneficiary of the VIEs and the liabilities of the VIEs can only be settled by the respective VIE’s assets. The Company retains the most subordinated economic interest in each financing transaction through its ownership of the respective residual interest in each VIE. The Company has no obligation to repurchase loans receivable that initially satisfied the financing transaction’s eligibility criteria but subsequently became delinquent or a defaulted loans receivable. 9 The following table represents the assets and liabilities of consolidated VIEs recorded on the Company’s Condensed Consolidated Balance Sheets (Unaudited): June 30, December 31, (in thousands) 2025 2024 Consolidated VIE assets Restricted cash $ 113,725 $ 136,572 Loans receivable at fair value 2,383,596 2,242,568 Total VIE assets 2,497,321 2,379,140 Consolidated VIE liabilities Secured financing (1) 335,336 539,204 Asset-backed notes at fair value 617,904 1,080,690 Asset-backed borrowings at amortized cost 1,236,225 476,557 Total VIE liabilities $ 2,189,465 $ 2,096,451 (1) Amounts exclude deferred financing costs. See Note 8, Borrowings for additional information. 5. Loans Held for Sale and Loans Sold 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 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. 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. 6. Capitalized Software and Other Intangibles Capitalized software, net consists of the following: June 30, December 31, (in thousands) 2025 2024 Capitalized software, net: System development costs $ 185,844 $ 173,444 Acquired developed technology 48,500 48,500 Less: Accumulated amortization ( 173,551 ) ( 155,286 ) Total capitalized software, net $ 60,793 $ 66,658 10 Capitalized software, net 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. on December 22, 2021. Intangible Assets The gross carrying amount and accumulated amortization, in total and by major intangible asset class are as follows: June 30, December 31, (in thousands) 2025 2024 Intangible assets: Member relationships $ 34,500 $ 34,500 Trademarks 5,626 5,626 Other 3,000 3,000 Less: Accumulated amortization ( 25,640 ) ( 23,196 ) Total intangible assets, net $ 17,486 $ 19,930 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 six months) $ 2,485 2026 4,929 2027 4,929 2028 4,780 2029 — 2030 — Thereafter — Total (1) $ 17,123 (1) Total excludes indefinite lived intangible assets. 11 7. Other Assets Other assets consist of the following: June 30, December 31, (in thousands) 2025 2024 Fixed assets Total fixed assets $ 40,887 $ 40,607 Less: Accumulated depreciation ( 38,653 ) ( 37,632 ) Total fixed assets, net $ 2,234 $ 2,975 Other Assets Prepaid expenses $ 9,935 $ 11,623 Deferred tax assets, net 77,790 82,435 Current tax assets 3,703 3,736 Receivable from banking partner 5,256 4,656 Derivative asset 14,219 13,771 Other 16,260 18,396 Total other assets $ 129,397 $ 137,592 Fixed Assets 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. 8. Borrowings Secured Financing The following table presents information regarding the Company's Secured Financing facilities: June 30, 2025 December 31, 2024 Variable Interest Entity Facility Amount Maturity Date Interest Rate Balance Balance (in thousands) Oportun PLW Trust $ 429,030 September 1, 2027 Term SOFR + 3.35 % $ 160,547 $ 265,654 Oportun PLW II Trust 337,100 August 1, 2028 Term SOFR + 3.07 % 92,243 269,815 Oportun PLW III Trust 187,500 April 1, 2028 Term SOFR + 3.34 % 78,291 — Total secured financing $ 953,630 $ 331,081 $ 535,469 PLW Facility On August 29, 2024, the Company (Oportun PLW Trust) entered into the Seventh Amendment to the PLW facility (the “PLW Facility”) to modify certain terms of the loan and security agreement to reduce the number of lenders thereunder and to extend the PLW Facility Termination Date until October 8, 2024, during which time no draws were available, and no unused fees accrued. On September 20, 2024, the Company entered into an amendment to the loan and security agreement and other related documents under the PLW Facility. Following the amendment, the PLW Facility has a two-year 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 $ 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 12 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 %. 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: June 30, 2025 Variable Interest Entity 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 (4) (in thousands) Asset-backed notes recorded at fair value: Oportun Issuance Trust (Series 2022-3) 300,000 310,993 — — — % N/A Oportun Issuance Trust (Series 2022-2) 400,000 410,212 — — — % N/A Oportun Issuance Trust (Series 2022-A) 400,000 410,211 158,831 176,423 6.04 % 2 years Oportun Issuance Trust (Series 2021-C) 500,000 512,762 280,905 303,018 2.48 % 3 years Oportun Issuance Trust (Series 2021-B) 500,000 512,759 178,168 196,783 2.06 % 3 years Total asset-backed notes recorded at fair value $ 2,100,000 $ 2,156,937 $ 617,904 $ 676,224 December 31, 2024 Variable Interest Entity 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 (4) (in thousands) Asset-backed notes recorded at fair value: Oportun Issuance Trust (Series 2022-3) $ 300,000 $ 310,993 $ 54,463 $ 62,323 11.43 % N/A Oportun Issuance Trust (Series 2022-2) 400,000 410,212 40,453 46,578 10.82 % N/A Oportun Issuance Trust (Series 2022-A) 400,000 410,211 261,939 280,234 5.65 % 2 years Oportun Issuance Trust (Series 2021-C) 500,000 512,762 427,872 460,500 2.48 % 3 years Oportun Issuance Trust (Series 2021-B) 500,000 512,759 295,963 320,306 2.06 % 3 years Oportun Funding XIV, LLC (Series 2021-A) 375,000 383,632 — — — % 2 years Total asset-backed notes recorded at fair value $ 2,475,000 $ 2,540,569 $ 1,080,690 $ 1,169,941 (1) Initial note amount issued includes notes retained by the Company as applicable. The current balances are measured at fair value for asset-backed notes recorded at fair value. (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. 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 were both amortizing deals with no revolving period. 13 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: 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-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) N/A N/A 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) 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. Corporate Financing The following table presents information regarding the Company's Corporate Financings: June 30, 2025 December 31, 2024 Entity Original Balance Maturity Date Interest Rate Balance Balance (in thousands) Oportun Financial Corporation 235,000 November 14, 2028 15.00 % per annum 193,944 203,751 Total Corporate Financing $ 235,000 $ 193,944 $ 203,751 14 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 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. 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. 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. 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. 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. 9. Other Liabilities Other liabilities consist of the following: June 30, December 31, (in thousands) 2025 2024 Accounts payable $ 5,986 $ 6,586 Accrued compensation 18,379 12,207 Accrued expenses 13,213 12,441 Accrued interest 11,379 11,030 Amount due to whole loan buyer 5,573 1,759 Current tax liabilities 3,472 3,136 Other 3,600 3,692 Total other liabilities $ 61,602 $ 50,851 15 10. Stockholders' Equity 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 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. 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 . 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. 11. Equity Compensation and Other Benefits The Company's stock-based plans are described and informational disclosures are provided in the Notes to the Consolidated Financial Statements included in the Annual Report. Stock-based Compensation - Total stock-based compensation expense included in the Condensed Consolidated Statements of Operations (Unaudited) is as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2025 2024 2025 2024 Technology and facilities $ 758 $ 769 $ 1,474 $ 1,928 Sales and marketing 35 29 75 53 Personnel 1,915 2,144 3,990 4,943 Total stock-based compensation (1) $ 2,708 $ 2,942 $ 5,539 $ 6,924 (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 $ 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. 12. Revenue Interest Income - Total interest income included in the Condensed Consolidated Statements of Operations (Unaudited) is as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2025 2024 2025 2024 Interest income Interest on loans $ 215,816 $ 228,242 $ 433,345 $ 453,925 Fees on loans 2,465 3,131 5,157 8,038 Total interest income 218,281 231,373 438,502 461,963 16 Non-interest Income - Total non-interest income included in the Condensed Consolidated Statements of Operations (Unaudited) is as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2025 2024 2025 2024 Non-interest income Servicing fees $ 3,604 $ 3,463 $ 7,142 $ 6,872 Subscription revenue 4,842 5,437 9,886 11,956 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 13. Income Taxes 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. The Model Rules set forth the “common approach” for a Global Minimum Tax at 15 percent for multinational enterprises with a turnover of more than 750 million euros. Rules under Pillar Two were effective from January 1, 2024. The Company does not expect adoption of Pillar Two rules to have a significant impact on its consolidated financial statements during fiscal year 2025. 14. Fair Value of Financial Instruments Financial Instruments at Fair Value The table below compares the fair value of loans receivable and asset-backed notes to their contractual balances for the periods shown: June 30, 2025 December 31, 2024 (in thousands) Unpaid Principal Balance Fair Value Unpaid Principal Balance Fair Value Assets Loans Receivable at Fair Value $ 2,672,483 $ 2,755,470 $ 2,716,992 $ 2,778,523 Liabilities Asset-backed notes $ 628,961 $ 617,904 $ 1,103,002 $ 1,080,690 The Company calculates the fair value of the asset-backed notes using independent pricing services and broker price indications, which are based on quoted prices for identical or similar notes, which are Level 2 input measures. The Company primarily uses a discounted cash flow model to estimate the fair value of Level 3 instruments based on the present value of estimated future cash flows. This model uses inputs that are inherently judgmental and reflect management’s best estimates of the assumptions a market participant would use to calculate fair value. 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 June 30, 2025, consists of $ 2,536.2 million of unsecured personal loans receivable and $ 219.3 million of secured personal loans receivable. 17 June 30, 2025 December 31, 2024 Personal Loans Receivable Minimum Maximum Weighted Average (2) Minimum Maximum Weighted Average (2) Remaining cumulative charge-offs (1) 9.30 % 51.83 % 11.96 % 8.92 % 54.72 % 11.68 % Remaining cumulative prepayments (1) 0.00 % 37.49 % 24.82 % 0.00 % 34.55 % 24.70 % Average life (years) 0.31 1.66 1.08 0.29 1.74 1.11 Discount rate 7.03 % 7.03 % 7.03 % 7.92 % 7.92 % 7.92 % (1) Figure disclosed as a percentage of outstanding principal balance. (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 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. When multiple inputs are used within the valuation techniques for loans, a change in one input in a certain direction may be offset by an opposite change from another input. For personal loans receivable, the Company developed an internal model to estimate the fair value of loans receivable held for investment. To generate future expected cash flows, the model combines receivable characteristics with assumptions about borrower behavior based on the Company’s historical loan performance. These cash flows are then discounted using a required rate of return that management estimates would be used by a market participant. The Company tested the unsecured personal loan fair value model by comparing modeled cash flows to historical loan performance to ensure that the model was complete, accurate and reasonable for the Company’s use. The Company also engaged a third party to create an independent fair value estimate for the Loans Receivable at Fair Value, which provides a set of fair value marks using the Company’s historical loan performance data and whole loan sale prices to develop independent forecasts of borrower behavior. The Company has derivative instruments in connection with its bank partnership program with Pathward, N.A. related to excess interest proceeds it expects to receive on loans retained by Pathward, N.A. Based on the agreement underlying the bank partnership program, for all loans originated and retained by Pathward, Pathward receives a fixed interest rate. 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 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): June 30, 2025 December 31, 2024 Low High Weighted Average Low High Weighted Average Remaining cumulative charge-offs — % 32.75 % 12.53 % — % 30.92 % 10.43 % Remaining cumulative prepayments 1.31 % 33.00 % 15.04 % 1.53 % 42.63 % 21.16 % Average life (years) 0.42 1.72 1.45 0.44 2.05 1.45 Discount rate 14.58 % 14.58 % 14.58 % 17.29 % 17.29 % 17.29 % For the derivative, the Company uses a base set of cash flows derived from historical data and management assumptions. From this base set of cash flows, funds that are projected to be released to the Company according to the contractual terms outlined in the waterfall agreement are calculated on an aggregate basis then discounted at a rate that is representative of equity yield. The table below presents a reconciliation of Loans Receivable at Fair Value on a recurring basis using significant unobservable inputs: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2025 2024 2025 2024 Balance – beginning of period $ 2,770,486 $ 2,841,525 $ 2,778,523 $ 2,962,352 Principal disbursements 658,955 678,040 1,318,353 1,262,202 Principal and interest payments from members ( 582,313 ) ( 591,964 ) ( 1,163,920 ) ( 1,187,997 ) 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 ) Balance – end of period $ 2,755,470 $ 2,714,410 $ 2,755,470 $ 2,714,410 18 Financial Instruments Disclosed But Not Carried at Fair Value 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: June 30, 2025 Carrying value Estimated fair value Estimated fair value (in thousands) Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 96,816 $ 96,816 $ 96,816 $ — $ — Restricted cash 131,406 131,406 131,406 — — Liabilities Accounts payable 5,986 5,986 5,986 — — Secured financing (Note 8) 335,336 335,336 — 335,336 — Asset-backed borrowings at amortized cost (Note 8) 1,600,246 1,607,408 — 1,252,168 355,240 Corporate financing (Note 8) 222,500 222,534 — 222,534 — December 31, 2024 Carrying value Estimated fair value Estimated fair value (in thousands) Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 59,968 $ 59,968 $ 59,968 $ — $ — Restricted cash 154,657 154,657 154,657 — — Liabilities Accounts payable 6,586 6,586 6,586 — — Secured financing (Note 8) 539,204 537,646 — 537,646 — Asset-backed borrowings at amortized cost (Note 8) 982,582 984,687 — 481,655 503,032 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. • 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. We obtain indicative pricing on comparable debt securities for securitizations carried at amortized cost, which is a Level 2 input measure. Fair values of secured borrowings included in 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 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. 15. 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. 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. Operating lease expense is recognized on a straight-line basis over the lease term in “Technology and facilities” in the Condensed Consolidated Statements of Operations (Unaudited). 19 All of the Company’s existing lease arrangements are classified as operating leases. At the inception of a contract, the Company determines if the contract is or contains a lease. At the commencement date of a lease, the Company recognizes a lease liability equal to the present value of the lease payments and a right-of-use asset representing the Company’s right to use the underlying asset for the duration of the lease term. The Company’s leases include options to extend or terminate the arrangement at the end of the original lease term. The Company generally does not include renewal or termination options in its assessment of the leases unless extension or termination for certain assets is deemed to be reasonably certain. Variable lease payments and short-term lease costs were deemed immaterial. The Company’s leases do not provide an explicit rate. The Company uses its contractual borrowing rate to determine lease discount rates. 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 six months) $ 5,882 2026 6,295 2027 3,038 2028 1,426 2029 634 2030 227 Thereafter — Total lease payments 17,502 Imputed interest ( 1,558 ) Total leases $ 15,944 Sublease income 2025 (remaining six months) $ ( 297 ) 2026 ( 604 ) 2027 ( 153 ) 2028 — 2029 and thereafter — Total lease payments ( 1,054 ) Imputed interest 79 Total sublease income $ ( 975 ) Net lease liabilities $ 14,969 Weighted average remaining lease term 2.4 years Weighted average discount rate 5.41 % 20 As of December 31, 2024, 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 11,561 2026 5,663 2027 2,433 2028 1,007 2029 415 Thereafter 134 Total lease payments 21,213 Imputed interest ( 1,797 ) Total leases $ 19,416 Sublease income 2025 ( 586 ) 2026 ( 604 ) 2027 ( 153 ) 2028 — 2029 — 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 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. 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 $ 21.3 million for the remainder of 2025, $ 20.8 million in 2026, $ 3.5 million in 2027, $ 0.2 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. on August 11, 2020. 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 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 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. These estimates are subject to change based on the results of the administrative and legal appeal processes, however, timing of the resolution of this issue is unknown. Litigation From time to time, the Company may bring or be subject to other legal proceedings and claims in the ordinary course of business, including legal proceedings with third parties asserting infringement of their intellectual property rights, consumer litigation, and regulatory proceedings. The Company is not presently a party to any other legal proceedings that, if determined adversely to the Company, would individually or taken together have a material adverse effect on its business, financial condition, cash flows or results of operations. See Part II. Item 1. Legal Proceedings for additional information regarding legal proceedings in which the Company is involved. 21 16. Related Party Transactions 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. 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. 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 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 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. 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 $ 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. 17. Segment Reporting 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 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. 22 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. 18. Subsequent Events 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. 23