What changed in this filing

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Item 1. Financial Statements

2025-11-05 compared with 2025-08-07 · 146 added, 132 removed, 591 unchanged (32% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

June 30, December 31,

September 30, December 31,

Cash and cash equivalents $ 104,611 $ 59,968

15 unchanged sentences

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;

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

44,363,968 shares issued and 44,091,945 shares outstanding at September 30, 2025;

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

1 unchanged sentence

Accumulated deficit ( 230,689 ) ( 252,531 )

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

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

( 6,309 ) ( 6,309 )

5 unchanged sentences

(in thousands, except share and per share data)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

2025 2024 2025 2024

26 unchanged sentences

(in thousands, except share data)

For the Six Months Ended June 30, 2025

For the Nine Months Ended September 30, 2025

Warrants Common Stock

12 unchanged sentences

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

Issuance of common stock upon exercise of stock options, net of shares withheld — — 1,014 — 7 — — 7

Stock-based compensation expense — — — — 2,664 — — 2,664

Vesting of restricted stock units, net of shares withheld — — 81,532 — ( 4 ) — — ( 4 )

Net income — — — — — 5,198 — 5,198

Balance – September 30, 2025 2,682,788 $ 11,150 44,091,945 $ 8 $ 609,694 $ ( 230,689 ) $ ( 6,309 ) $ 383,854

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

2 unchanged sentences

(in thousands, except share data)

For the Six Months Ended June 30, 2024

For the Nine Months Ended September 30, 2024

Warrants Common Stock

10 unchanged sentences

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

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

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

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

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

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

2 unchanged sentences

(in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities

48 unchanged sentences

Notes to the Condensed Consolidated Financial Statements (Unaudited)

June 30, 2025

September 30, 2025

Organization and Description of Business

4 unchanged sentences

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.

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

Summary of Significant Accounting Policies

22 unchanged sentences

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.

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).

5 unchanged sentences

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

Internally Developed Software - In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

This ASU eliminates the prior “project stage” model and clarifies that capitalization begins when management authorizes and commits funding for a project and completion is probable;

it also relocates

website-development guidance into Subtopic 350-40 and requires entities to apply the PP&E disclosure requirements in ASC 360-10 to capitalized internal-use software.

The ASU is effective for annual periods beginning after December 15, 2027, including interim periods within those annual periods;

early adoption is permitted.

Entities may adopt prospectively, retrospectively, or under a modified transition approach.

The Company is evaluating the effect of this guidance on its accounting for and disclosures of internal-use software.

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,

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

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

13 unchanged sentences

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,

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

2025 2024 2025 2024

19 unchanged sentences

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,

September 30, December 31,

(in thousands) 2025 2024

17 unchanged sentences

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.

The originations of loans sold and held for sale during the three months ended September 30, 2025 was $ 38.1 million and the Company recorded a gain on sale of $ 1.5 million and servicing revenue of $ 1.9 million.

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

The originations of loans sold and held for sale during the nine months ended September 30, 2025 was $ 110.3 million and the Company recorded a gain on sale of $ 4.4 million and servicing revenue of $ 5.4 million.

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

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:

June 30, December 31,

September 30, December 31,

(in thousands) 2025 2024

6 unchanged sentences

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.

Amortization of system development costs and acquired developed technology for the three months ended September 30, 2025 and 2024 was $ 8.5 million and $ 10.8 million, respectively.

System development costs capitalized in the three months ended September 30, 2025 and 2024 were $ 6.3 million and $ 5.0 million, respectively.

Amortization of system development costs and acquired developed technology for the nine months ended September 30, 2025 and 2024 was $ 26.8 million and $ 31.1 million, respectively.

System development costs capitalized in the nine months ended September 30, 2025 and 2024 were $ 18.7 million and $ 14.2 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:

June 30, December 31,

September 30, December 31,

(in thousands) 2025 2024

6 unchanged sentences

Total intangible assets, net $ 16,243 $ 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:

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

Amortization of intangible assets for the nine months ended September 30, 2025 and 2024 was $ 3.7 million and $ 5.8 million, respectively.

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

(in thousands) Fiscal Years

2025 (remaining six months) $ 2,485

(1) Total excludes indefinite lived intangible assets.

2025 (remaining three months) $ 1,242

(1) Excludes indefinite lived intangible assets.

Other assets consist of the following:

June 30, December 31,

September 30, December 31,

(in thousands) 2025 2024

10 unchanged sentences

Total other assets $ 118,109 $ 137,592

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.

Depreciation and amortization expense related to fixed assets for the three months ended September 30, 2025 and 2024 was $ 0.4 million and $ 0.8 million, respectively, and for the nine months ended September 30, 2025 and 2024 was $ 1.5 million, and $ 2.8 million, respectively.

Secured Financing

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Variable Interest Entity Facility Amount Maturity Date Interest Rate Balance Balance

8 unchanged sentences

Total secured financing $ 953,630 $ 161,947 $ 535,469

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

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

September 30, 2025

Variable Interest Entity Initial note amount issued (1)

6 unchanged sentences

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) 500,000 512,762 219,555 238,767 2.48 % 3 years

21 unchanged sentences

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

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

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

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

2 unchanged sentences

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 .

On September 8, 2025, the Company redeemed series 2022-A asset-backed notes in the amount of $ 131.6 million .

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.

1 unchanged sentence

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

June 30, 2025

September 30, 2025

Asset-backed Borrowings at Amortized Cost

6 unchanged sentences

(in thousands)

Oportun Issuance Trust 2025-C $ 538,490 $ 552,692 $ 535,113 $ 567,888 5.23 % 2 years

Oportun Issuance Trust 2025-B 439,250 450,802 436,607 456,807 5.57 % 2 years

27 unchanged sentences

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

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

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

On August 21, 2025, the Company announced the issuance of $ 538.5 million of series 2025-C asset-backed notes (the “Notes”) secured by a pool of its unsecured and secured personal installment loans (the “2025-C Securitization”).

The 2025-C 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.

2 unchanged sentences

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

September 30, 2025 December 31, 2024

Entity Original Balance Maturity Date Interest Rate Balance (1)

(in thousands)

4 unchanged sentences

$ 235,000 $ 175,695 $ 203,751

(1) Balances are measured at amortized cost.

As of September 30, 2025 and December 31, 2024 the outstanding principal balance was $ 202.5 million, and $ 235.8 million, respectively.

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”).

5 unchanged sentences

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 .

As of September 30, 2025, t he Company has repaid the required $ 12.5 million, and $ 20.0 million of the required $ 27.5 million principal, reducing the amount of principal remaining to be repaid to $ 7.5 million.

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

4 unchanged sentences

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.

As of September 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:

June 30, December 31,

September 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 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.

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

Common Stock - As of September 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 September 30, 2025, 44,363,968 and 44,091,945 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.

2 unchanged sentences

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.

As of September 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 June 30, Six Months Ended June 30,

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

(in thousands) 2025 2024 2025 2024

4 unchanged sentences

$ 2,488 $ 3,217 $ 8,027 $ 10,141

(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.

(1) Amounts shown are net of $ 0.2 million and $ 0.6 million of capitalized stock-based compensation for the three and nine months ended September 30, 2025, respectively, and net of $ 0.2 million and $ 0.7 million of capitalized stock-based compensation for the three and nine months ended September 30, 2024, respectively.

As of September 30, 2025, and December 31, 2024, the Company’s total unrecognized compensation cost related to unvested stock-based option awards granted to employees was $ 0.3 million and $ 0.9 million, respectively, which will be recognized over a weighted-average vesting period of approximately 0.7 years and 1.3 years, respectively.

As of September 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 $ 16.8 million and $ 15.3 million, respectively, which will be recognized over a weighted average vesting period of approximately 1.8 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.

The Company recognized $ 2.3 million and $ 2.8 million of income tax benefit in its Condensed Consolidated Statements of Operations (Unaudited) related to stock-based compensation expense during the nine months ended September 30, 2025 and 2024, respectively.

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

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

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,

Three Months Ended September 30, Nine Months Ended September 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 June 30, Six Months Ended June 30,

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

(in thousands) 2025 2024 2025 2024

7 unchanged sentences

Total non-interest income $ 16,348 $ 19,907 $ 48,096 $ 58,822

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.

For the three and nine months ended September 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 nine months ended September 30, 2025, the Company recorded income tax expense of $ 9.0 million and $ 15.7 million, respectively, related to continuing operations, representing an effective tax rate of 63.5 % and 41.8 %, respectively.

Income tax benefit for the three and nine months ended September 30, 2024 was $ 9.5 million and $ 31.7 million, representing an effective income tax rate of 24.1 % and 26.6 %, respectively.

Income tax expense increased by $ 18.6 million or 195.1 %, from $ 9.5 million benefit for the three months ended September 30, 2024 to $ 9.0 million expense for the three months ended September 30, 2025, primarily as a result of having increased pretax income and recognizing return-to-provision adjustments for the research and development (R&D) tax credit for the three months ended September 30, 2025.

Income tax expense increased by $ 47.3 million or 149.5 %, from $ 31.7 million benefit for the nine months ended September 30, 2024 to $ 15.7 million expense for the nine months ended September 30, 2025, primarily as a result of having increased pretax income for the nine months ended September 30, 2025.

The Company's effective tax rates for the three and nine months ended September 30, 2025 and 2024 differ from the statutory tax rates primarily due to the impacts of the return-to-provision adjustments, R&D 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.

5 unchanged sentences

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

September 30, 2025 December 31, 2024

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

5 unchanged sentences

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

The personal loans receivable balance at fair value as of 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

The personal loans receivable balance at fair value as of September 30, 2025, consists of $ 2,525.5 million of unsecured personal loans receivable and $ 234.2 million of secured personal loans receivable.

September 30, 2025 December 31, 2024

Personal Loans Receivable

9 unchanged sentences

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

Fair value adjustments related to financial instruments where the fair value option has been elected are recorded through earnings for the six months ended June 30, 2025 and 2024.

Fair value adjustments related to financial instruments where the fair value option has been elected are recorded through earnings for the nine months ended September 30, 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.

9 unchanged sentences

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

The fair value of the derivative instrument 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 fair value of the derivative instrument as of September 30, 2025 and December 31, 2024, were $ 11.3 million and $ 13.8 million, respectively.

The underlying cash flows as of September 30, 2025 and December 31, 2024, were $ 12.8 million and $ 16.9 million, respectively.

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

June 30, 2025 December 31, 2024

September 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 June 30, Six Months Ended June 30,

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

(in thousands) 2025 2024 2025 2024

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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:

June 30, 2025

September 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 and six months ended June 30, 2025 and 2024.

There were no transfers in or out of Level 3 assets and liabilities for the three and nine months ended September 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 June 30, 2025, maturities of lease liabilities, excluding short-term leases and leases on a month-to-month basis, were as follows:

As of September 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

2025 (remaining three months) $ 2,965

Total lease payments 15,584

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Sublease income

2025 (remaining six months) $ ( 297 )

2025 (remaining three months) $ ( 149 )

2029 and thereafter —

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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.

Rental expenses under operating leases for the three and nine months ended September 30, 2025, were $ 2.4 million, and $ 7.4 million, respectively, and for the three and nine months ended September 30, 2024, were $ 2.6 million, and $ 9.8 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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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.

in August 11, 2020, which was subsequently amended and restated effective August 11, 2025.

Under the program, the Company is obligated to purchase an increasing percentage of loans originated by Pathward, N.A.

based on thresholds specified in the agreements.

On September 26, 2025, the parties entered into an amendment to the program that simplified the partnership by providing that Pathward N.A.

will cease retaining Company loans by the end of February 2026.

Lending under the partnership was launched in August 2021 and as of September 30, 2025, the Company has a commitment to purchase an additional $ 41.0 million of program loans based on originations through September 30, 2025.

Effective October 1, 2025, the Company will begin purchasing from Pathward 100 % of all newly originated loans.

The amendment also required the Company to acquire Pathward’s existing retained loan portfolio, with an initial purchase of loans that are current or < 30 days delinquent on October 3, 2025, totaling approximately $ 115.0 million of unpaid principal and accrued interest.

Additional portfolio purchases are expected through February 2026.

Unfunded Loan Commitments - Unfunded loan commitments at September 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.

No accrual related to this matter has been recorded as of September 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 $ 5.0 million, consisting of $ 1.2 million of value-added tax and $ 3.8 million of inflationary adjustments, fines and penalties.

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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.

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.

Legal Proceedings for additional information regarding legal proceedings in which the Company is involved.

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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.

During the nine months ended September 30, 2025, 3,937,168 warrants were exercised by Neuberger to purchase common stock, and no warrants were exercised during the three months ended September 30, 2025.

As of September 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.

On June 16, 2023, the Company entered into a forward flow whole loan sale agreement with Neuberger to sell up to $ 300.0 million of its personal loan originations over the subsequent twelve months.

On April 26, 2024, the agreement was amended to extend the term and revised the commitment amount to $ 370.9 million of personal loan originations.

The Company has fulfilled its commitment under the agreement and will continue to service these loans.

As part of this agreement, during the three and nine months ended September 30, 2024, the Company transferred loans receivable totaling $ 75.1 million and $ 145.7 million, respectively;

no loans were transferred during the three and nine months ended September 30, 2025.

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

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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 following table represents the interest income and interest expense recorded on the Company’s Condensed Consolidated Statements of Operations (Unaudited) related to these agreements:

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

(in thousands) 2025 2024 2025 2024

Interest income

Secured borrowings

11,223 18,913 41,183 38,399

Total interest income

$ 11,223 $ 18,913 $ 41,183 $ 38,399

Interest expense

Corporate Financing

$ 4,895 $ 10,939 $ 15,235 $ 33,468

Secured borrowings

3,689 7,889 15,531 21,534

Secured financing

Total interest expense

$ 8,962 $ 18,828 $ 31,563 $ 55,002

As of September 30, 2025 and December 31, 2024, loans receivable at fair value underlying the secured borrowing were $ 134.6 million and $ 241.3 million, respectively, and loans receivable at fair value underlying the Secured Financing were $ 4.6 million as of September 30, 2025.

The Company had Asset-backed borrowings at amortized cost of $ 147.2 million, Corporate Financing of $ 87.8 million, and Secured Financing of $ 3.8 million due to Neuberger as of September 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 September 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.

11 unchanged sentences

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.

2025-D Securitization

On October 10, 2025, the Company announced the issuance of $ 441.2 million two-year asset-backed notes secured by a pool of its unsecured and secured personal installment loans (the “2025-D Securitization”).

The 2025-D 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 5.77 % per annum and a weighted average coupon of 5.69 % per annum.

Personal Loan Warehouse Facility

On October 14, 2025 the Company issued a press release announcing the closing of a new warehouse facility (the “PLW IV Warehouse Facility”).

In connection with the PLW IV Warehouse Facility, Oportun PLW IV 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 IV Warehouse Facility has a three-year revolving period with a final maturity of October 1, 2029 and a borrowing capacity of $ 246.8 million.

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