What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-05 compared with 2025-08-07 · 183 added, 168 removed, 590 unchanged (37% of the section changed)

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• our plans for and our ability to successfully maintain our diversified funding strategy, including warehouse facilities, loan sales and securitization transactions;

• our ability to obtain any additional financing or any refinancing of our debt;

• our expectation regarding the transfer of certain loans receivable;

• our ability to obtain any additional financing, any advances on our secured financing facilities, or any refinancing of our debt;

• our expectations to manage our loan purchase obligations with our current partners;

• our ability to realize the expected benefits from reductions in workforce and other streamlining measures, including our estimate of the changes and expenditures;

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Consumers are able to become members and access our products through the Oportun Mobile App and the Oportun.com website, which are our primary channels for onboarding and serving members.

As of June 30, 2025, our personal loan products are also available over the phone or through our 127 retail locations, and 475 of our Lending as a Service partner locations.

As of September 30, 2025, our personal loan products are also available over the phone or through our 127 retail locations, and 468 of our Lending as a Service partner locations.

Credit Products

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We charge fixed interest rates on our loans, which vary based on the amount disbursed and applicable state law, with a cap of 36% annual percentage rate (“APR”) in all cases.

As of June 30, 2025, for all active loans in our portfolio and at time of disbursement, the weighted average term and APR at origination was 39 months and 34.8%, respectively.

The average loan size for loans we originated during the three months ended June 30, 2025 was $2,937.

As of September 30, 2025, for all active loans in our portfolio and at time of disbursement, the weighted average term and APR at origination was 39 months and 35.0%, respectively.

The average loan size for loans we originated during the three months ended September 30, 2025 was $3,058.

Our loans do not have prepayment penalties or balloon payments, and range in size from $300 to $10,000 with terms of 12 to 54 months.

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As part of our underwriting process, we verify income for all applicants and only approve loans that meet our ability-to-pay criteria.

As of June 30, 2025, we originated unsecured personal loans in 3 states through state licenses and in 38 states through our partnership with Pathward, N.A.

As of September 30, 2025, we originated unsecured personal loans in 2 states through state licenses and in 39 states through our partnership with Pathward, N.A.

Secured Personal Loans - We also offer a personal installment loan product secured by an automobile, which we refer to as secured personal loans.

Our secured personal loans range in size from $2,525 to $18,500 with terms ranging from 24 to 64 months.

The average loan size for secured personal loans we originated during the three months ended June 30, 2025 was $6,333.

As of June 30, 2025, for all active loans in our portfolio and at time of disbursement, the weighted average term and APR at origination was 47 months and 32.5%, respectively.

The average loan size for secured personal loans we originated during the three months ended September 30, 2025 was $6,373.

As of September 30, 2025, for all active loans in our portfolio and at time of disbursement, the weighted average term and APR at origination was 46 months and 32.8%, respectively.

As part of our underwriting process, we evaluate the collateral value of the vehicle, verify income for all applicants and only approve loans that meet our ability-to-pay criteria.

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As of or for the Three Months

Ended June 30,

As of or for the Six Months

Ended June 30,

Ended September 30,

As of or for the Nine Months

Ended September 30,

(in thousands of dollars) 2025 2024 2025 2024

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$ 2,669,454 $ 2,755,495 $ 2,680,357 $ 2,784,163

(1) As of June 30, 2024, Managed Principal Balance at End of Period, and Owned Principal Balance at End of Period included credit card amounts of $94.9 million, $94.5 million, respectively.

Average Daily Principal Balance for the three and six months ended June 30, 2024, included credit card amounts of $98.0 million and $102.8 million, respectively.

(1) As of September 30, 2024, Managed Principal Balance at End of Period, and Owned Principal Balance at End of Period included credit card amounts of $89.4 million and $89.3 million, respectively.

Average Daily Principal Balance for the three and nine months ended September 30, 2024 , included credit card amounts of $92.8 million and $99.4 million, respectively.

On November 12, 2024, the Company completed the sale of its credit cards receivable portfolio to a third-party credit card marketer and servicer.

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Aggregate Originations

Aggregate Originations increased to $480.8 million for the three months ended June 30, 2025 from $434.8 million for the three months ended June 30, 2024, representing a 10.6% increase.

The increase is primarily driven by a 23,424 increase in the number of loans originated primarily driven by an increase in application volume, which was partially offset by a reduction in average loan size from $3,261 to $3,067 for the three months ended June 30, 2024 and June 30, 2025, respectively.

We originated 156,734 and 133,310 loans for the three months ended June 30, 2025 and 2024, respectively.

Aggregate Originations increased to $950.2 million for the six months ended June 30, 2025 from $773.0 million for the six months ended June 30, 2024, representing an 22.9% increase.

The increase is primarily driven by a 68,080 increase in the number of loans originated, which was partially offset by a reduction in average loan size from $3,339 to $3,172 for the six months ended June 30, 2024 and June 30, 2025, respectively.

We originated 299,577 and 231,497 loans for the six months ended June 30, 2025 and 2024, respectively.

Aggregate Originations increased to $511.8 million for the three months ended September 30, 2025 from $480.2 million for the three months ended September 30, 2024, representing a 6.6% increase.

The increase is primarily driven by a 12,739 increase in the number of loans originated, primarily driven by an increase in application volume, which was partially offset by a reduction in average loan size from $3,244 to $3,183 for the three months ended September 30, 2024 and September 30, 2025, respectively.

We originated 160,761 and 148,022 loans for the three months ended September 30, 2025 and 2024, respectively.

Aggregate Originations increased to $1,461.9 million for the nine months ended September 30, 2025 from $1,253.1 million for the nine months ended September 30, 2024, representing an 16.7% increase.

The increase is primarily driven by an 80,819 increase in the number of loans originated, which was partially offset by a reduction in average loan size from $3,302 to $3,176 for the nine months ended September 30, 2024 and September 30, 2025, respectively.

We originated 460,338 and 379,519 loans for the nine months ended September 30, 2025 and 2024, respectively.

Portfolio Yield

Portfolio yield decreased to 32.8% for the three months ended June 30, 2025, from 33.9% for the three months ended June 30, 2024, and decreased to 32.9% for the six months ended June 30, 2025, from 33.2% for the six months ended June 30, 2024, primarily attributable to timing differences in changes in origination fee.

Portfolio yield decreased to 33.0% for the three months ended September 30, 2025, from 33.2% for the three months ended September 30, 2024, and decreased to 33.0% for the nine months ended September 30, 2025, from 33.2% for the nine months ended September 30, 2024, primarily attributable to timing differences in changes in origination fee.

30+ Day Delinquency Rate

Our 30+ Day Delinquency Rate was 4.4% and 5.0% as of June 30, 2025 and 2024, respectively.

The decrease was primarily due to improved credit performance as a result of our incremental credit tightening efforts beginning with significantly tightened underwriting standards in 2022, as shown by a 30 basis point improvement in our back book, originations made prior to our significant credit-tightening in July 2022, 30+ day delinquency rate.

Our 30+ Day Delinquency Rate was 4.7% and 5.2% as of September 30, 2025 and 2024, respectively.

Annualized Net Charge-Off Rate

Annualized Net Charge-Off Rate for the three months ended June 30, 2025 and 2024 was 11.9% and 12.3%, respectively, down 41 basis points .

The decrease is primarily driven by a $4.9 million decrease in Net Charge-offs , partially offset by a decrease in our Average Daily Principal balance by $78.9 million, primarily due to the sale of the credit card portfolio, from $2.75 billion to $2.67 billion for the three months ended June 30, 2024 and June 30, 2025, respectively .

Annualized Net Charge-Off Rate for the six months ended June 30, 2025 and 2024 was 12.0% and 12.2%, respectively , down 13 basis points.

While the Annualized Net Charge-off Rate decreased for the three months ended June 30, 2025 and six months ended June 30, 2025, actual net charge-offs decreased by $4.9 million and $9.0 million , respectively.

Annualized Net Charge-Off Rate for the three months ended September 30, 2025 and 2024 was 11.8% and 11.9%, respectively, down 7 basis points .

The decrease is primarily driven by a $2.8 million decrease in Net Charge-offs , partially offset by a decrease in our Average Daily Principal balance by $86.0 million, primarily due to the sale of the credit card portfolio, from $2.76 billion to $2.67 billion for the three months ended September 30, 2024 and September 30, 2025, respectively .

Annualized Net Charge-Off Rate for the nine months ended September 30, 2025 and 2024 was 12.0% and 12.1%, respectively , down 11 basis points.

This improvement was a result of significantly tightening underwriting standards in the second half of 2022 and continued 2023 efforts to tighten credit standards throughout the second half of 2023.

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We refer to the post-July 2022 underwriting vintages as our front book and the originations made prior to our significant credit-tightening in July 2022 we refer to as the back book.

As the average life of our loans is only one year, we expect the back book to become less impactful on our losses going forward.

Historical Credit Performance

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In response to this increase, in the second half of 2022 and continuing throughout 2023 and 2024, we tightened our credit underwriting standards and focused lending towards existing and returning members to improve credit outcomes.

The Annualized Net Charge-Off Rate for the three months ended June 30, 2025 and 2024 was 11.9% and 12.3%, respectively.

The decrease was primarily driven by a $4.9 million decrease in Net Charge-offs , partially offset by a decrease in our Average Daily Principal balance by $78.9 million, primarily due to the sale of the credit card portfolio, from $2.75 billion to $2.67 billion for the three months ended June 30, 2024 and June 30, 2025, respectively .

For the six months ended June 30, 2025, the back book continued to season and made-up 10% of gross charge-offs while only making up approximately 2% of the loans receivable.

We evaluate our loan portfolio and charge a loan off at the earlier of when the loan is determined to be uncollectible.

or when loans are 120 days contractually past due.

*Numbers shown reflect year-to-date amounts for the six months ended June 30, for the indicated fiscal year.

The Annualized Net Charge-Off Rate for the three months ended September 30, 2025 and 2024 was 11.8% and 11.9%, respectively.

The decrease was primarily driven by a $2.8 million decrease in Net Charge-offs , partially offset by a decrease in our Average Daily Principal balance by $86.0 million, primarily due to the sale of the credit card portfolio, from $2.76 billion to $2.67 billion for the three months ended September 30, 2024 and September 30, 2025, respectively .

For the nine months ended September 30, 2025, the back book continued to season and made-up 7% of gross charge-offs while only making up approximately 2% of the loans receivable.

We evaluate our loan portfolio and charge a loan off at the earlier of when the loan is determined to be uncollectible or when loans are 120 days contractually past due.

*Numbers shown reflect year-to-date amounts for the nine months ended September 30, for the indicated fiscal year.

In addition to monitoring our loss and delinquency performance on an owned portfolio basis, we also monitor the performance of our loans by the period in which the loan was disbursed, generally years or quarters, which we refer to as a vintage.

We calculate net lifetime loan loss rate by vintage as a percentage of original principal balance.

Net lifetime loan loss rates equal the net lifetime loan losses for a given year through June 30, 2025 divided by the total origination loan volume for that year.

The below chart and table show our net lifetime loan loss rate for each annual vintage of our personal loan product since 2014, excluding loans originated from July 2017 to August 2020 and from December 2023 under a loan program for borrowers who did not meet the qualifications for our core loan origination program;

Net lifetime loan loss rates equal the net lifetime loan losses for a given year through September 30, 2025 divided by the total origination loan volume for that year.

The below chart and table show our net lifetime loan loss rate for each annual vintage of our personal loan product since 2014, excluding loans originated from July 2017 to August 2020 and beginning December 2023 under a loan program for borrowers who did not meet the qualifications for our core loan origination program;

100% of those loans were sold pursuant to a whole loan sale agreement.

Cumulative net lifetime loan losses for the 2015, 2016, 2017, and 2018 vintages increased partially due to the delay in tax refunds in 2017 and 2019, the impact of natural disasters such as Hurricane Harvey, and the longer duration of the loans.

The 2018 and 2019 vintages are increasing due to the COVID-19 pandemic.

The 2018 and 2019 vintages were increasing due to the COVID-19 pandemic.

The 2021 vintage is experiencing higher charge-offs than prior vintages primarily due to a higher percentage of loan disbursements to new members.

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Dollar weighted average original term for vintage in months 22.3 24.2 26.3 29.0 30.0 32.0 33.3 37.8 39.2 35.6

Net lifetime loan losses as of June 30, 2025 as a percentage of original principal balance 7.1% 8.0% 8.2% 9.8% 10.8% 9.0%* 18.3%* 20.8%* 10.8%* 1.5%*

Outstanding principal balance as of June 30, 2025 as a percentage of original amount disbursed —% —% —% —% 0.1% 0.3% 1.7% 12.7% 41.8% 79.5%

Net lifetime loan losses as of September 30, 2025 as a percentage of original principal balance 7.1% 8.0% 8.2% 9.8% 10.8% 9.0%* 18.4%* 21.4%* 12.5%* 3.8%*

Outstanding principal balance as of September 30, 2025 as a percentage of original amount disbursed —% —% —% —% 0.1% 0.3% 1.1% 9.1% 33.7% 67.6%

* Vintage is not yet fully mature from a loss perspective.

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Results of Operations

The following tables and related discussion set forth our Condensed Consolidated Statements of Operations (Unaudited) for each of the three and six months ended June 30, 2025 and 2024.

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

The following tables and related discussion set forth our Condensed Consolidated Statements of Operations (Unaudited) for each of the three and nine months ended September 30, 2025 and 2024.

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

(in thousands of dollars) 2025 2024 2025 2024

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Three Months Ended

Period-to-period Change Six Months Ended

September 30,

Period-to-period Change Nine Months Ended

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Period-to-period Change

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Interest Income.

Total interest income decreased by $13.1 million, or 5.7%, from $231.4 million for the three months ended June 30, 2024 to $218.3 million for the three months ended June 30, 2025.

This decrease was primarily due to the sale of the credit card portfolio on November 12, 2024 resulting in a decrease in portfolio yield of 106 basis points in the three months ended June 30, 2025 compared to the three months ended June 30, 2024 and a decline in our Average Daily Principal Balance, which decreased from $2.75 billion for the three months ended June 30, 2024 to $2.67 billion for the three months ended June 30, 2025, a decrease of 2.9%.

Total interest income decreased by $23.5 million, or 5.1%, from $462.0 million for the six months ended June 30, 2024 to $438.5 million for the six months ended June 30, 2025.

This decrease was primarily due to the sale of the credit card portfolio on November 12, 2024 resulting in a decline in our Average Daily Principal Balance, which decreased from $2.80 billion for the six months ended June 30, 2024 to $2.69 billion for the six months ended June 30, 2025, a decrease of 4.0%, and a decrease in portfolio yield of 27 basis points in the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

Total interest income decreased by $7.7 million, or 3.3%, from $230.0 million for the three months ended September 30, 2024 to $222.3 million for the three months ended September 30, 2025.

This decrease was primarily due to the sale of the credit card portfolio on November 12, 2024 resulting in a decrease in portfolio yield of 17 basis points in the three months ended September 30, 2025 compared to the three months ended September 30, 2024 and a decline in our Average Daily Principal Balance, which decreased from $2.76 billion for the three months ended September 30, 2024 to $2.67 billion for the three months ended September 30, 2025, a decrease of 3.1%.

Total interest income decreased by $31.2 million, or 4.5%, from $692.0 million for the nine months ended September 30, 2024 to $660.8 million for the nine months ended September 30, 2025.

This decrease was primarily due to the sale of the credit card portfolio on November 12, 2024 resulting in a decline in our Average Daily Principal Balance, which decreased from $2.78 billion for the nine months ended September 30, 2024 to $2.68 billion for the nine months ended September 30, 2025, a decrease of 3.7%, and a decrease in portfolio yield of 24 basis points in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

Non-interest income.

Total non-interest income decreased by $3.0 million, or 15.5%, from $19.0 million for the three months ended June 30, 2024 to $16.1 million for the three months ended June 30, 2025.

This decrease is primarily due to a $4.5 million decrease related to interest earned on our Set & Set product, including the recognition of $3.4 million of non-recurring interest during the three months ended June 30, 2024, $1.1 million decrease in subscription revenue on our Set & Save product, $1.0 million decrease in credit card related and other fees, and $0.6 million decrease in gain on loan sales.

These decreases were partially offset by a $3.4 million increase in fees related to our Pathward program and $0.8 million increase in transaction fees, partnership referrals, and servicing fees.

Total non-interest income decreased by $7.2 million, or 18.4%, from $38.9 million for the six months ended June 30, 2024 to $31.7 million for the six months ended June 30, 2025.

This decrease is primarily due to a $4.7 million decrease related to interest earned on our Set & Set product, including the recognition of $2.3 million of non-recurring interest during the six months ended June 30, 2024, a $2.1 million decrease in credit card related and other fees, a $2.1 million decrease in subscription revenue related to our Set & Save product, and a $0.6 million decrease in gain on loan sales.

These decreases were partially offset by a $1.2 million increase in fees related to our Pathward program and $0.8 million increase in transaction and servicing fees.

Total non-interest income decreased by $3.6 million, or 17.9%, from $19.9 million for the three months ended September 30, 2024 to $16.3 million for the three months ended September 30, 2025.

This decrease is primarily due to a $2.2 million decrease in fees related to our Pathward program and a $1.5 million decrease related to interest earned on our Set & Save product.

Total non-interest income decreased by $10.7 million, or 18.2%, from $58.8 million for the nine months ended September 30, 2024 to $48.1 million for the nine months ended September 30, 2025.

This decrease is primarily due to a $6.0 million decrease related to interest earned on our Set & Save product, including the recognition of $2.3 million of non-recurring interest during the nine months ended September 30, 2024, a $3.0 million decrease in credit card related fees, and a $2.5 million decrease in subscription revenue related to our Set & Save product.

See Note 2, Summary of Significant Accounting Policies , and Note 12, Revenue , of the Notes to the Condensed Consolidated Financial Statements (Unaudited) included elsewhere in this report for further discussion on our interest income, non-interest income and revenue.

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Cost of Debt 8.1 % 7.8 % 8.3 % 7.7 %

Interest expense increased by $5.3 million, or 9.8%, from $54.2 million for the three months ended June 30, 2024 to $59.5 million for the three months ended June 30, 2025.

The increase was driven by an 85 basis point increase in our Cost of Debt partially offset by a decrease to our Average Daily Debt Balance.

Our Average Daily Debt Balance decreased from $2.82 billion for the three months ended June 30, 2024 to $2.78 billion for the three months ended June 30, 2025, a decrease of 1.3%.

Interest expense increased by $0.9 million, or 1.6%, from $55.7 million for the three months ended September 30, 2024 to $56.6 million for the three months ended September 30, 2025.

The increase was driven by a 24 basis point increase in our Cost of Debt, partially offset by a decrease to our Average Daily Debt Balance.

Our Average Daily Debt Balance decreased from $2.84 billion for the three months ended September 30, 2024 to $2.79 billion for the three months ended September 30, 2025, a decrease of 1.9%.

Our Cost of Debt has increased due to higher interest rates and credit spreads on current debt issuances as compared to lower cost funding issued in 2021 that is amortizing.

Interest expense increased by $8.2 million, or 7.6%, from $108.7 million for the six months ended June 30, 2024 to $116.9 million for the six months ended June 30, 2025.

Interest expense increased by $9.1 million, or 5.5%, from $164.5 million for the nine months ended September 30, 2024 to $173.6 million for the nine months ended September 30, 2025.

The increase was driven by a 58 basis point increase in our Cost of Debt partially offset by a decline in our Average Daily Debt Balance.

Our Average Daily Debt Balance decreased from $2.86 billion for the six months ended June 30, 2024 to $2.81 billion for the six months ended June 30, 2025, a decrease of 1.8%.

Our Average Daily Debt Balance decreased from $2.85 billion for the nine months ended September 30, 2024 to $2.80 billion for the nine months ended September 30, 2025, a decrease of 1.8%.

Our Cost of Debt has increased due to higher interest rates and credit spreads on current debt issuances as compared to lower cost funding issued in 2021 that is amortizing.

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Three Months Ended

Period-to-period Change Six Months Ended

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* Not meaningful

Net decrease in fair value for the three months ended June 30, 2025 was $70.3 million.

This amount represents $79.0 million of charge-offs, net of recoveries on Loans Receivable at Fair Value, a total fair value mark-to-market increase of $5.7 million, and $3.0 million increase related to the Pathward excess interest.

The total fair value mark-to-market adjustment consists of a $9.1 million mark-to-market adjustment on Loans Receivable at Fair Value due to (a) a decrease in the discount rate from 7.69% as of March 31, 2025 to 7.03% , partially offset by (b) an increase in remaining cumulative charge-offs from 11.83% as of March 31, 2025 to 11.96% as of June 30, 2025 .

Net decrease in fair value for the three months ended September 30, 2025 was $77.0 million.

This amount represents $79.6 million of charge-offs, net of recoveries on Loans Receivable at Fair Value and a total fair value mark-to-market decrease of $0.8 million;

offset by a $3.4 million increase related to excess interest proceeds received on loans retained by Pathward.

The total fair value mark-to-market adjustment consists of a $6.6 million mark-to-market adjustment on Loans Receivable at Fair Value due to (a) a decrease in the discount rate from 7.03% as of June 30, 2025 to 6.25% , partially offset by (b) an increase in remaining cumulative charge-offs from 11.96% as of June 30, 2025 to 12.23% as of September 30, 2025 .

The $4.6 million mark-to-market loss on asset-backed notes is due to lower medium-term interest rates and tighter credit spreads.

Net decrease in fair value for the three months ended June 30, 2024 was $136.1 million.

Net decrease in fair value for the three months ended September 30, 2024 was $131.6 million.

This amount represents a total fair value mark-to-market decrease of $38.6 million, and $82.3 million of charge-offs, net of recoveries on Loans Receivable at Fair Value.

The total fair value mark-to-market adjustment consists of a $36.7 million mark-to-market loss on Loans Receivable at Fair Value due to (a) $36.2 million mark-to-market loss in the fair value of our credit cards receivable related to management's decision to sell the portfolio and (b) $0.5 million mark-to-market loss on loans receivable at fair value.

The $0.5 million mark-to-market loss on loans receivable at fair value was driven by a 0.9% decrease in weighted average life of the portfolio offset by a 44 basis point decrease in the discount rate and a 4 basis point decrease in the remaining cumulative charge offs.

The $1.9 million mark-to-market loss on asset-backed notes is due to tighter credit spreads.

The total net decrease in fair value for the three months ended June 30, 2024 also includes a $18.4 million loss related to the fair value mark on the loans sold as part of the other loan sales for the three months ended June 30, 2024.

Net decrease in fair value for the six months ended June 30, 2025 was $142.9 million.

The total fair value mark-to-market adjustment consists of a $5.4 million mark-to-market adjustment on Loans Receivable at Fair Value due to (a) an increase in remaining cumulative charge-offs from 11.57% as of June 30, 2024 to 11.94% as of September 30, 2024 , partially offset by (b) a decrease in the discount rate from 8.66% as of June 30, 2024 to 8.33% as of September 30, 2024 .

The $34.6 million mark-to-market adjustment on asset-backed notes is due to lower medium-term interest rates and tighter credit spreads.

The total net decrease in fair value for the three months ended September 30, 2024 also includes a $13.6 million adjustment related to the fair value mark on the loans sold as part of the other loan sales for the three months ended September 30, 2024.

Net decrease in fair value for the nine months ended September 30, 2025 was $219.9 million.

This amount represents a total fair value mark-to-market increase of $9.8 million, and $239.8 million of charge-offs, net of recoveries on Loans Receivable at Fair Value.

The total fair value mark-to-market adjustment consists of a $21.5 million mark-to-market adjustment on Loans Receivable at Fair Value due to (a) a decrease in discount rate from 7.92% as of December 31, 2024 to 7.03% as of June 30, 2025 , partially offset by (b) an increase in remaining cumulative charge-offs from 11.68% as of December 31, 2024 to 11.96% as of June 30, 2025, and (c) a decrease in average life from 1.11 as of December 31, 2024 to 1.08 years as of June 30, 2025.

The total fair value mark-to-market adjustment consists of a $28.1 million mark-to-market adjustment on Loans Receivable at Fair Value due t o (a) a decrease in discount rate from 7.92% as of December 31, 2024 to 6.25% as of September 30, 2025 , partially offset by (b) an increase in remaining cumulative charge-offs from 11.68% as of December 31, 2024 to 12.23% as of September 30, 2025, and (c) a decrease in average life from 1.11 as of December 31, 2024 to 1.07 years as of September 30, 2025.

The $15.8 million mark-to-market loss on asset-backed notes is due to lower medium-term interest rates and tighter credit spreads.

Net decrease in fair value for the six months ended June 30, 2024 was $253.0 million.

Net decrease in fair value for the nine months ended September 30, 2024 was $384.6 million.

This amount represents a total fair value mark-to-market decrease of $73.3 million, and $251.6 million of charge-offs, net of recoveries on Loans Receivable at Fair Value.

The total fair value mark-to-market adjustment consists of a $7.8 million mark-to-market loss on Loans Receivable at Fair Value due to (a) $36.2 million mark-to-market loss in

the fair value of our credit cards receivable related to management's decision to sell the portfolio, and (b) $28.4 million mark-to-market adjustment on loans receivable at fair value.

The $28.4 million mark-to-market on loans receivable at fair value was driven by (a) a decrease in discount rate from 10.10% as of December 31, 2023 to 8.66% as of June 30, 2024, (b) a decrease in remaining cumulative charge-offs from 11.80% as of December 31, 2023 to 11.57% as of June 30, 2024, and (c) an increase in average life from 1.006 as of December 31, 2023 to 1.015 years as of June 30, 2024.

The $29.0 million mark-to-market loss on asset-backed notes is due to lower medium-term interest rates and tighter credit spreads.

The total net increase (decrease) in fair value for the six months ended June 30, 2024 includes $51.8 million in loss related to the fair value mark on loans sold as part of the other loan sales for the six months ended June 30, 2024 .

The total fair value mark-to-market adjustment consists of a $13.1 million mark-to-market adjustment on Loans Receivable at Fair Value due to (a) $36.2 million mark-to-market adjustment in the fair value of our credit cards receivable related to management's decision to sell the portfolio, partially offset by (b) a decrease in discount rate from 10.10% as of December 31, 2023 to 8.33% as of September 30, 2024 , (c) a decrease in remaining cumulative charge-offs from 12.10% as of December 31, 2023 to 11.94% as of September 30, 2024, and (d) an increase in average life from 1.01 as of December 31, 2023 to 1.11 years as of September 30, 2024.

The $63.6 million mark-to-market adjustment on asset-backed notes is due to lower medium-term interest rates and tighter credit spreads.

The total net decrease in fair value for the nine months ended September 30, 2024 includes $(65.4) million in adjustments related to the fair value mark on loans sold as part of the other loan sales for the nine months ended September 30, 2024 .

Charge-offs, net of recoveries

Three Months Ended

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Annualized Net Charge-Off Rate 11.8 % 11.9 % 12.0 % 12.1 %

Our Annualized Net Charge-Off Rate decreased to 11.9% and 12.0% for the three and six months ended June 30, 2025, respectively, from 12.3% and 12.2% for the three and six months ended June 30, 2024, respectively.

Our Annualized Net Charge-Off Rate decreased to 11.8% and 12.0% for the three and nine months ended September 30, 2025, respectively, from 11.9% and 12.1% for the three and nine months ended September 30, 2024, respectively.

The decrease is primarily driven by a $2.8 million and $11.7 million decrease in our Net Charge-Offs;

partially offset by a decrease in our Average Daily Principal Balance of $78.9 million and $112.8 million for the three and six months ended June 30, 2025, respectively.

The decline in Net Charge-offs is primarily due to improvement in credit performance driven by increased front book vintages in our portfolio mix for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024.

partially offset by a decreas e in our Average Daily Principal Balance of $86.0 million and $103.8 million for the three and nine months ended September 30, 2025, respectively.

The decline in Net Charge-offs is primarily due to improvement in credit performance driven by increased front book vintages in our portfolio mix for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024.

Our front book vintages have lower charge-off rates compared to our back book.

As of June 30, 2025, loans from our back-book represented only 2% of our owned receivables balance, and as a result, we expect the back book to become less impactful in 2025.

Consistent with our charge-off policy, we evaluate our loan portfolio and charge a loan off at the earlier of when the loan is determined to be uncollectible or when the loan is 120 days contractually past due and we charge-off a credit card account w hen it is 180 days contractually past due.

As of September 30, 2025, loans from our back-book represented only 2% of our owned receivables balance, and as a result, we expect the back book to become less impactful going forward.

Consistent with our charge-off policy, we evaluate our loan portfolio and charge a loan off at the earlier of whe n the loan is determined to be uncollectible or when the loan is 120 days contractually past due and we charge-off a credit card account w hen it is 180 days contractually past due.

Operating expenses

Operating expenses consist of technology and facilities, sales and marketing, personnel, outsourcing and professional fees, and general, administrative and other expenses.

We anticipate operating expenses to decrease in 2025 as compared to 2024, primarily driven by the continued diversification of the workforce to lower-cost geographies and a reduction in non-essential vendor spend.

This will be partially offset by additional investments in loan originations.

We anticipate operating expenses to continue to decrease in 2025 as compared to 2024, primarily driven by the continued diversification of the workforce to lower-cost geographies and a reduction in non-essential vendor spend.

This will be partially offset by additional investments in opportunities to expand high quality loan originations.

Technology and facilities

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Three Months Ended

Period-to-period Change Six Months Ended

September 30,

Period-to-period Change Nine Months Ended

September 30,

Period-to-period Change

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Percentage of total revenue 14.8 % 16.2 % 15.3 % 17.1 %

Technology and facilities expense decreased by $4.0 million, or 9.8%, from $40.6 million for the three months ended June 30, 2024 to $36.6 million for the three months ended June 30, 2025.

The decrease is primarily due to a $2.3 million decrease in depreciation, $1.2 million increased capitalization of internally developed software and other expenses, and $1.0 million decrease in outsourcing and professional fees.

Technology and facilities expense decreased by $14.6 million, or 16.7%, from $87.7 million for the six months ended June 30, 2024 to $73.1 million for the six months ended June 30, 2025.

The decrease is primarily due to a $4.4 million decrease in depreciation, $3.0 million decrease in software and service costs, $2.8 million increased capitalization of internally developed software, $2.4 million decrease in outsourcing and professional fees, and $2.1 million decrease in office rent.

Technology and facilities expense decreased by $5.2 million, or 12.8%, from $40.6 million for the three months ended September 30, 2024 to $35.4 million for the three months ended September 30, 2025.

The decrease is primarily due to a $3.3 million decrease in depreciation, $1.1 million decrease in software and other expenses, and $1.0 million increased capitalization of internally developed software.

Technology and facilities expense decreased by $19.8 million, or 15.5%, from $128.3 million for the nine months ended September 30, 2024 to $108.5 million for the nine months ended September 30, 2025.

The decrease is primarily due to a $7.6 million decrease in depreciation, $3.8 million increased capitalization of internally developed software, $2.4 million decrease driven by less usage of temporary contractors, $2.4 million decrease in office rent, $2.2 million decrease in software expenses, and $1.1 million decrease in service costs.

Sales and marketing

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Three Months Ended

Period-to-period Change Six Months Ended

September 30,

Period-to-period Change Nine Months Ended

September 30,

Period-to-period Change

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$ 103 $ 118 $ (15) (12.7) % $ 118 $ 131 $ (13) (9.9) %

Sales and marketing expenses to acquire our members increased by $1.8 million, or 11.2%, from $16.3 million for the three months ended June 30, 2024 to $18.1 million for the three months ended June 30, 2025.

The increase is primarily attributable to $1.0 million increase in marketing costs, such as direct mail and pay-per lead and $0.4 million increase in services costs.

As a result of our increase in number of loans originated during the three months ended June 30, 2025, our CAC decreased by 5.7% from $122 for the three months ended June 30, 2024 to $115 for the three months ended June 30, 2025.

Sales and marketing expenses to acquire our members increased by $5.7 million, or 17.7%, from $32.3 million for the six months ended June 30, 2024 to $38.0 million for the six months ended June 30, 2025 .

Sales and marketing expenses to acquire our members decreased by $0.9 million, or 5.2%, from $17.4 million for the three months ended September 30, 2024 to $16.5 million for the three months ended September 30, 2025.

The decrease is primarily attributable to a decrease in our direct mail marketing.

As a result of our increase in number of loans originated and our decrease in direct mail marketing, partially offset by an increase in personnel costs associated with our retail locations, during the three months ended September 30, 2025, our CAC decreased by 12.7% from $118 for the three months ended September 30, 2024 to $103 for the three months ended September 30, 2025.

Sales and marketing expenses to acquire our members increased by $4.8 million, or 9.7%, from $49.7 million for the nine months ended September 30, 2024 to $54.5 million for the nine months ended September 30, 2025 .

The increase is primarily attributable to a $3.5 million increase in marketing costs and a $0.7 million increase in service costs.

As a result of our increase in number of loans originated during the six months ended June 30, 2025 , our CAC decreased by 8.6% from $139 for the six months ended June 30, 2024 , to $127 for the six months ended June 30, 2025 .

Primarily as a result of our increase in number of loans originated during the nine months ended September 30, 2025 , our CAC decreased by 9.9% from $131 for the nine months ended September 30, 2024 to $118 for the nine months ended September 30, 2025 .

Personnel expense represents compensation and benefits that we provide to our employees, and include salaries, wages, bonuses, commissions, related employer taxes, medical and other benefits provided and stock-based compensation expense for all of our staff with the exception of our telesales, lead generation, and retail operations which are included in sales and marketing expenses and technology which is included in technology and facilities.

Three Months Ended

Period-to-period Change Six Months Ended

September 30,

Period-to-period Change Nine Months Ended

September 30,

Period-to-period Change

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Percentage of total revenue 8.0 % 8.4 % 8.5 % 9.0 %

Personnel expense decreased by $1.7 million, or 7.6%, from $21.9 million for the three months ended June 30, 2024 to $20.2 million for the three months ended June 30, 2025, primarily driven by our workforce optimization efforts which occurred in 2024.

Personnel expense decreased by $5.2 million, or 11.2%, from $46.4 million for the six months ended June 30, 2024 to $41.2 million for the six months ended June 30, 2025, primarily driven by our workforce optimization efforts in 2024.

Personnel expense decreased by $2.0 million, or 9.6%, from $21.0 million for the three months ended September 30, 2024 to $19.0 million for the three months ended September 30, 2025, primarily driven by a $1.7 million decrease in bonus and stock compensation expense and $0.4 million

decrease due to increased capitalization.

Personnel expense decreased by $7.2 million, or 10.7%, from $67.5 million for the nine months ended September 30, 2024 to $60.2 million for the nine months ended September 30, 2025, primarily driven by our workforce optimization efforts in 2024.

Outsourcing and professional fees

Outsourcing and professional fees consist of costs for various third-party service providers and contact center operations, primarily for the sales, customer service, collections and store operation functions.

The costs related to our third-party contact centers that were located in Colombia and the Philippines are included in outsourcing and professional fees for the three months ended June 30, 2024 .

The costs related to our third-party contact centers that were located in Colombia and the Philippines are included in outsourcing and professional fees for the three months ended September 30, 2024 .

These third-party contact centers previously provided business support, including application processing, verification, customer service and collections.

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Three Months Ended

Period-to-period Change Six Months Ended

September 30,

Period-to-period Change Nine Months Ended

September 30,

Period-to-period Change

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Percentage of total revenue 3.9 % 4.0 % 3.8 % 3.8 %

Outsourcing and professional fees increased by $1.3 million, or 15.8%, from $8.4 million for the three months ended June 30, 2024 to $9.7 million for the three months ended June 30, 2025.

The increase is primarily attributable to $1.1 million increase in debt recovery and court filing fees, $0.7 million increase in credit reports, and $0.6 million increase in debt financing fees.

These were partially offset by a $0.9 million decrease in professional services and legal fees.

Outsourcing and professional fees decreased by $0.9 million, or 4.9%, from $18.6 million for the six months ended June 30, 2024 to $17.7 million for the six months ended June 30, 2025.

The decrease is primarily attributable to a $2.4 million decrease in professional services and legal fees and $0.9 million decrease in outsourcing services.

These were partially offset by $2.1 million increase in debt recovery and court filing fees.

Outsourcing and professional fees decreased by $0.7 million, or 6.8%, from $10.1 million for the three months ended September 30, 2024 to $9.4 million for the three months ended September 30, 2025.

The decrease is primarily attributable to a $1.9 million decrease in billing and payment services.

These were partially offset by a $1.4million increase primarily in credit reports.

Outsourcing and professional fees decreased by $1.6 million, or 5.5%, from $28.7 million for the nine months ended September 30, 2024 to $27.1 million for the nine months ended September 30, 2025.

The decrease is primarily attributable to a $3.2 million decrease in professional services primarily relating to credit card portfolio, $1.0 million decrease in outsourced services as part of the Company's expense management actions, and $0.8 million decrease in legal services.

These were partially offset primarily by a $3.6 million increase in collection efforts and credit reports.

General, administrative and other

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Three Months Ended

Period-to-period Change Six Months Ended

September 30,

Period-to-period Change Nine Months Ended

September 30,

Period-to-period Change

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Percentage of total revenue 4.4 % 5.2 % 3.9 % 6.2 %

General, administrative and other expense decreased by $12.2 million, or 55.6%, from $22.0 million for the three months ended June 30, 2024 to $9.8 million for the three months ended June 30, 2025, primarily due to $6.4 million decrease related to the prior year impairment of the San Carlos office right-of-use asset and disposal of related fixe d assets, $2.8 million decrease primarily related to the November 14, 2024 termination of Oportun RF, $2.7 million decrease related to prior year debt modification and amendment fees, $2.0 million decrease of workforce optimization costs, and $1.0 million decrease due to gains on foreign currency exchange.

These were partially offset by $1.8 million increase related to shareholder activism and $0.5 million increase in fraud loans and franchise tax.

General, administrative and other expense decreased by $16.7 million, or 49.3%, from $33.8 million for the six months ended June 30, 2024 to $17.1 million for the six months ended June 30, 2025, primarily due to $6.8 million decrease related to the prior year impairment of the San Carlos and San Francisco office right-of-use asset and disposal of related fixed assets, $5.8 million decrease primarily related to the November 14, 2024 termination of Oportun RF , $4.0 million decrease related to prior year debt modification and amendment fees, and $2.2 million decrease of workforce optimization costs.

These were partially offset by $1.4 million increase related to shareholder activism, $0.9 million increase in postage and printing, and $0.9 million increase due to the write-off of uncollectible receivables.

General, administrative and other expense decreased by $2.5 million, or 19.1%, from $13.0 million for the three months ended September 30, 2024 to $10.5 million for the three months ended September 30, 2025, primarily due to the November 14, 2024 termination of Oportun RF .

General, administrative and other expense decreased by $19.1 million, or 40.9%, from $46.8 million for the nine months ended September 30, 2024 to $27.6 million for the nine months ended September 30, 2025, primarily due to an $8.0 million decrease related to the November 14, 2024 termination of Oportun RF , a $6.4 million decrease related to the prior year impairment of the San Carlos and San Francisco office right-of-use asset, $4.6 million decrease related to prior year debt modification and amendment fees, a $2.7 million decrease related to the prior year exp ected sale of the credit card portfolio, and a $2.1 million decrease in workforce optimization cos ts.

These were partially offset by a $4.5 million increase related to shareholder activism.

In connection with a previously announced cost reduction plan, the Company implemented a series of expense management actions during 2024, including a reduction of approximately 12% of corporate staff (excluding retail and contact center agents) and the closure of 39 retail locations.

For the three and six months ended June 30, 2024 , the Company recorded non-recurring, pre-tax charges of $2.0 million related to corporate workforce reductions and $0.2 million and $0.9 million, respectively, related to retail closures, primarily consisting of severance, benefits, and other associated costs.

For the nine months ended September 30, 2024 , the Company recorded non-recurring, pre-tax charges of $2.0 million related to corporate workforce reductions;

no amount of additional workforce optimization expense was recorded for the three months ended September 30, 2024 .

For the nine months ended September 30, 2024 , the Company recorded non-recurring, pre-tax charges of $0.9 million, related to retail closures;

the amounts for the three months ended September 30, 2024 were immaterial .

These costs primarily consisted of severance, benefits, and other associated costs.

Charges incurred during the corresponding periods in 2025 were insignificant.

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federal, state and foreign income taxes, if any.

For the periods ended June 30, 2025 and 2024, we recognized tax expense (benefit) attributable to U.S.

For the periods ended September 30, 2025 and 2024, we recognized tax expense (benefit) attributable to U.S.

federal, state and foreign income taxes.

Three Months Ended

Period-to-period Change Six Months Ended

September 30,

Period-to-period Change Nine Months Ended

September 30,

Period-to-period Change

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Effective tax rate 63.5 % 24.1 % 41.8 % 26.6 %

Income tax expense increased by $21.4 million or 118%, from $18.1 million 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 a higher pre-tax income for the three months ended June 30, 2025.

Income tax expense increased by $28.8 million or 130%, 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 a higher pre-tax income for the six months ended June 30, 2025 .

As of June 30, 2025 , we have $78.0 million of U.S.

Income tax expense increased by $18.6 million or 195%, 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 due to having a higher pre-tax income for the three months ended September 30, 2025 and an increase related to the tax expense of the return-to-provision adjustments for the R&D tax credit.

Income tax expense increased by $47.3 million or 149%, 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 due to having a higher pre-tax income for the nine months ended September 30, 2025.

As of September 30, 2025 , we have $66.9 million of U.S.

net deferred tax assets, of which $66.6 million is related to the tax-effected net operating losses, tax credits, and other carryforwards that can be used to offset future U.S.

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Remaining cumulative charge-offs is the expected net principal charge-offs over the remaining life of the loans and credit cards, divided by the outstanding principal balance.

For personal loans and credit card, the discount rate is determined by using the Weighted Average Capital Cost (“WACC”), which was calculated using the Capital Asset Pricing Model (“CAPM”) method, also considering several components of financing, debt and equity.

For personal loans and credit card, the discount rate is determined by using the Weighted Average Capital Cost, which was calculated using the Capital Asset Pricing Model method, also considering several components of financing, debt and equity.

Non-GAAP Financial Measures

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Components of Fair Value Mark-to-Market Adjustment (in thousands)

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

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

2025 2024 2025 2024

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See the section titled " Total net increase (decrease) in fair valu e" in the Results of Operations section for additional information regarding the fair value mark on loans sold.

The following table presents a reconciliation of net income (loss) to Adjusted EBITDA for the three and six months ended June 30, 2025 and 2024:

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

The following table presents a reconciliation of net income (loss) to Adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024:

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

Adjusted EBITDA (in thousands)

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• We also exclude the fair value mark-to-market adjustment on our asset-backed notes carried at fair value to align with the 2023 accounting policy decision to account for new debt financings at amortized cost.

The following table presents a reconciliation of net income (loss) to Adjusted Net Income (Loss) for the three and six months ended June 30, 2025 and 2024:

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

The following table presents a reconciliation of net income (loss) to Adjusted Net Income (Loss) for the three and nine months ended September 30, 2025 and 2024:

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

Adjusted Net Income (in thousands) 2025 2024 2025 2024

5 unchanged sentences

Net decrease in fair value of credit cards receivable

— 36,177 — 36,177

Mark-to-market adjustment on asset-backed notes

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(1) Certain prior-period financial information has been reclassified to conform to current period presentation.

(2) Income tax rate for the three and six months ended June 30, 2025 and 2024 is based on a normalized statutory rate.

(2) Income tax rate for the three and nine months ended September 30, 2025 and 2024 is based on a normalized statutory rate.

Adjusted Earnings Per Share (“Adjusted EPS”)

Adjusted Earnings (Loss) Per Share is a non-GAAP financial measure that allows management, investors and our Board to evaluate the operating results, operating trends and profitability of the business in relation to diluted adjusted weighted-average shares outstanding.

The following table presents a reconciliation of Diluted EPS to Diluted Adjusted EPS for the three and six months ended June 30, 2025 and 2024.

The following table presents a reconciliation of Diluted EPS to Diluted Adjusted EPS for the three and nine months ended September 30, 2025 and 2024.

For the reconciliation of net income to Adjusted Net Income (Loss), see the immediately preceding table “Adjusted Net Income (Loss).”

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

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We believe Adjusted Return on Equity is an important measure because it allows management, investors and our Board to evaluate the profitability of the business in relation to stockholders’ equity and how efficiently we generate income from stockholders' equity.

The following table presents a reconciliation of Return on Equity to Adjusted Return on Equity as of and for the three and six months ended June 30, 2025 and 2024.

The following table presents a reconciliation of Return on Equity to Adjusted Return on Equity as of and for the three and nine months ended September 30, 2025 and 2024.

For the reconciliation of net income to Adjusted Net Income (Loss), see the immediately preceding table “Adjusted Net Income (Loss).”

As of or for the Three Months Ended June 30, As of or for the Six Months Ended June 30,

As of or for the Three Months Ended September 30, As of or for the Nine Months Ended September 30,

(in thousands) 2025 2024 2025 2024

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We believe Adjusted Operating Expense Ratio is an important measure because they allow management, investors and our Board to evaluate how efficiently we are managing costs relative to revenue and Average Daily Principal Balance.

The following table presents a reconciliation of Operating Expense to Adjusted Operating Expense and Operating Expense Ratio to Adjusted Operating Expense Ratio for the three and six months ended June 30, 2025 and 2024:

As of or for the Three Months Ended June 30, As of or for the Six Months Ended June 30,

As of or for the Three Months Ended September 30, As of or for the Nine Months Ended September 30,

(in thousands) 2025 2024 2025 2024

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The following table summarizes our total liquidity reserves:

June 30, 2025

September 30, 2025

(in thousands) Total capacity Amount borrowed/utilized Remaining available capacity

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The following table summarizes our cash and cash equivalents, restricted cash and cash flows for the periods indicated:

Six Months Ended June 30,

Nine Months Ended September 30,

(in thousands) 2025 2024

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Operating Activities

Our net cash provided by operating activities was $205.5 million and $193.6 million for the six months ended June 30, 2025 and 2024, respectively.

Our net cash provided by operating activities was $304.5 million and $302.1 million for the nine months ended September 30, 2025 and 2024, respectively.

Cash flows from operating activities primarily include net income or losses adjusted for (i) non-cash items included in net income or loss, including depreciation and amortization expense, goodwill impairment charges, fair value adjustments, net, origination fees for loans at fair value, net, gain on loan sales, stock-based compensation expense and deferred tax provision, net, (ii) originations of loans sold and held for sale, and proceeds from sale of loans and (iii) changes in the balances of operating assets and liabilities, which can vary significantly in the normal course of business due to the amount and timing of various payments.

The $11.9 million increase in our net cash provided by operating activities is primarily driven by a $74.1 million increase in our Net Income, $37.6 million increase in other, net, $24.9 million increase in our Changes in operating assets and liabilities, and $23.0 million increase in our sale of loans.

These were partially offset by a $110.0 million decline in our fair value adjustment, net, $21.6 million decrease in our originations of loans sold and held for sale, $10.8 million decrease in our origination fees for loans receivable at fair value, net, and $5.8 million decrease in our depreciation and amortization and stock-based compensation expense.

The $2.5 million increase in our net cash provided by operating activities is primarily driven by a $109.3 million increase in our net income, $46.7 million increase associated with changes in our deferred tax assets as a result of our income tax provision, $29.0 million increase due to proceeds from the sale of loans, $22.1 million increase in our changes in other assets and liabilities, and $14.1 million increase in other, net.

These were partially offset by a $164.6 million decrease in our fair value adjustment, net, $27.3 million decrease in our originations of loans sold and held for sale, $16.7 million decrease in our origination fees for loans receivable at fair value, net, $9.8 million decrease in our depreciation and amortization and stock-based compensation expense .

Investing Activities

Our net cash used in investing activities was $107.9 million and $27.0 million for the six months ended June 30, 2025 and 2024, respectively.

Our net cash used in investing activities was $180.5 million and $137.3 million for the nine months ended September 30, 2025 and 2024, respectively.

Our investing activities consist primarily of loan originations and loan repayments.

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Purchases of property and equipment, and capitalization of system development costs may vary from period to period due to the timing of the expansion of our operations, the addition of employee headcount and the development cycles of our system development.

The change in our net cash used in investing activities is primarily due to $93.2 million higher originations and purchases of loans held for investment, $3.7 million increase in capitalization of system development costs, and $2.2 million increase in proceeds from loan sales originated as held for investment.

These were partially offset by an $18.2 million decrease in repayments of loan principal and for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

The change in our net cash used in investing activities is primarily due to $90.9 million higher originations and purchases of loans held for investment, and $5.0 million decrease as a result of higher capitalization of system development costs, and $2.8 million decrease in proceeds from loan sales originated as held for investment.

These were partially offset by an $55.5 million increase in repayments of loan principal and for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

Financing Activities

Our net cash used in financing activities was $84.0 million and $136.0 million for the six months ended June 30, 2025 and 2024, respectively.

For the six months ended June 30, 2025, net cash used in financing activities was primarily driven by amortization payments on our Series 2021-B, 2021-C, 2022-A, 2022-2, and 2022-3 Asset-backed notes at fair value;

Series 2024-1 and 2024-2 Asset-backed borrowings at amortized cost, our other asset-backed borrowings, and repayments of borrowings on our PLW Facility, PLW II Facility, PLW III Facility, and Corporate Financing, partially offset by borrowings under our Asset-backed borrowings at amortized cost.

For the six months ended June 30, 2024, net cash used in financing activities was primarily driven by amortization payments on our asset-backed notes and asset-backed borrowings and repayments of our Secured Financing and Acquisition and Corporate Financing facilities.

Our net cash used in financing activities was $114.7 million and $142.3 million for the nine months ended September 30, 2025 and 2024, respectively.

For the nine months ended September 30, 2025, net cash used in financing activities was primarily driven by amortization payments on our Asset-backed notes at fair value, Asset-backed borrowings at amortized cost, and repayments of borrowings on our Secured Financing and Corporate Financing, partially offset by borrowings under our Asset-backed borrowings at amortized cost.

For the nine months ended September 30, 2024, net cash used in financing activities was primarily driven by amortization payments on our asset-backed notes and asset-backed borrowings and repayments of our Secured Financing and Acquisition and Corporate Financing facilities.

These were partially offset by issuances of Asset-backed borrowings at amortized cost.

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Asset-Backed Securitizations

As of June 30, 2025, we had $1.9 billion of outstanding asset-backed notes.

As of September 30, 2025, we had $2.1 billion of outstanding asset-backed notes.

Our securitizations utilize special purpose entities which are also VIEs that meet the requirements to be consolidated in our financial statements.

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Our ability to utilize our asset-backed securitizations as described herein is subject to compliance with various requirements including eligibility criteria for the loan collateral and covenants and other requirements .

As of June 30, 2025, we were in compliance with all covenants and requirements of all our asset-backed notes.

As of September 30, 2025, we were in compliance with all covenants and requirements of all our asset-backed notes.

Secured Financings

As of June 30, 2025 , we had Secured Financings with warehouse lines of $953.6 million in the aggregate with undrawn capacity of $618.3 million.

On March 8, 2023, the Credit Card Warehouse facility was amended, reducing its commitment from $150.0 million to $120.0 million.

On December 22, 2023, the Credit Card Warehouse facility was further amended, reducing its commitment from $120.0 million to $100.0 million, thereby reducing the combined commitment to $700.0 million.

On January 31, 2024, we further amended the Credit Card Warehouse facility to adjust our payment rate, advance rate, and other loan sales.

Additionally, our commitment amount reduced from $100.0 million to $80.0 million.

On September 24, 2024, we further amended the Credit Card Warehouse facility and reduced the commitment amount from $80.0 million to $60.0 million.

On November 10, 2024, the Credit Card Warehouse facility was terminated.

As of September 30, 2025 , we had Secured Financings with warehouse lines of $953.6 million in the aggregate with undrawn capacity of $787.8 million.

On November 10, 2024, we terminated our Credit Card Warehouse facility, which had a commitment amount of $60.0 million at termination.

Our ability to utilize our Secured Financing facilities as described herein is subject to compliance with various requirements, including eligibility criteria for collateral, concentration limits for our collateral pool, and covenants and other requirements.

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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 PLW II Facility was amended t o increase the borrowing capacity to $337.1 million (the “PLW II Amendment”).

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

On November 1, 2024, the PLW II Facility was amended t o increase the borrowing capacity to $337.1 million (the “PLW II Amendment”) and to accrue interest at a rate equal to Term SOFR plus a weighted average spread of 3.07%.

On September 20, 2024, Oportun PLW Trust, a subsidiary of the Company, Wilmington Trust, National Association as collateral agent, administrative agent, paying agent, securities intermediary and depositary bank and certain lenders from time to time party thereto, entered into an amendment to the Loan and Security Agreement, dated as of September 8, 2021, and other related documents, under the PLW Facility.

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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 PLW Facility was further amended to increase the borrowing capacity to $429.0 million (the “PLW Amendment”).

Under the PLW Amendment, borrowings will accrue interest at a rate equal to Term SOFR plus a weighted average spread of 3.35%.

On November 22, 2024, the PLW Facility was amended to increase the borrowing capacity to $429.0 million (the “PLW Amendment”) and to accrue interest at a rate equal to Term SOFR plus a weighted average spread of 3.35%.

On April 2, 2025, in connection with the closing of the PLW III Facility, Oportun PLW III Trust, a subsidiary of the Company, 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.

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Asset-Backed Borrowings at Amortized Cost

On August 21, 2025, we issued $538.5 million of Series 2025-C asset backed notes secured by a pool of 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.

Securities Act of 1933, as amended, and were priced with a weighted average yield of 5.29% per annum and weighted average coupon of 5.23% per annum.

On June 5, 2025, we issued $439.3 million of Series 2025-B asset backed notes secured by a pool of unsecured and secured personal installment loans (the "2025-B Securitization").

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Accordingly, the related assets remain on our balance sheet and cash proceeds received are reported as a secured borrowing under the caption of asset-backed borrowings at amortized cost with related interest expense recognized over the life of the related borrowing.

No loans were transferred during the six months ended June 30, 2025 .

No loans were transferred during the nine months ended September 30, 2025 .

We had previously fulfilled our commitment to sell loans under the agreement.

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No loans were transferred during the three months ended June 30, 2025 .

No loans were transferred during the nine months ended September 30, 2025 .

We had previously fulfilled our commitment to sell loans under the agreement.

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At closing and as part of the Incremental Tranche A-1 Loans, we borrowed $20.8 million and borrowed an additional $4.2 million in Incremental Tranche A-2 loans on March 27, 2023.

Under the Second Amended Original Credit Agreement, we borrowed an additional $25.0 million of incremental term loans (the "Incremental Tranche B Loans") on May 5, 2023 and an additional $25.0 million of incremental term loans (the “Incremental Tranche C Loans”) on June 30, 2023.

Under the Amended Original Credit Agreement, we borrowed an additional $25.0 million of incremental term loans on May 5, 2023 and an additional $25.0 million of incremental term loans on June 30, 2023.

The Original Term Loan then bore interest at (a) an amount payable in cash equal to 1-month term SOFR plus 9.00% plus (b) an amount payable in cash or in kind, at our option, equal to 3.00%.

On March 12, 2024, the Company entered into an amendment to the Second Amended Original Credit Agreement (the “Third Amended Original Credit Agreement”), which includes modifications to the minimum asset coverage ratio covenant levels, provides for an interest rate step-up of 3.00% per annum for certain months beginning in August 2024 in which the asset coverage ratio is less than 1.00 to 1.00, and required certain principal payments in amounts equal to $5.7 million per month to be made on the last business day of each of March, April and May 2024.

In addition, the Third Amended Credit Agreement required principal payments equal to 100% of the net cash proceeds of any future issuance of indebtedness junior in priority to the obligations under the Original Credit Agreement, as amended.

On March 12, 2024, the Company entered into a further amendment to the Amended Original Credit Agreement, which includes modifications to the minimum asset coverage ratio covenant levels, provides for an interest rate step-up of 3.00% per annum for certain months beginning in August 2024 in which the asset coverage ratio is less than 1.00 to 1.00, and required certain principal payments in amounts equal to $5.7 million per month to be made on the last business day of each of March, April and May 2024.

In addition, the Amended Original Credit Agreement required principal payments equal to 100% of the net cash proceeds of any future issuance of indebtedness junior in priority to the obligations under the Original Credit Agreement, as amended.

On November 14, 2024, the Original Credit Agreement, as amended, was terminated and the associated outstanding Original Term Loan was repaid in full, in connection with the Credit Agreement disclosed below .

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Under the Credit Agreement, we were required to repay a combined $12.5 million and $27.5 million of the Term Loan, prior to July 31, 2025 and January 31, 2026, respectively.

We have repaid $5.0 million and $7.5 million on March 3, 2025 and April 30, 2025, respectively.

Consequently, the $12.5 million repayment obligations under the Credit Agreement with respect to fiscal year 2025 have been satisfied.

As of June 30, 2025, we were in compliance with all covenants and requirements on our outstanding debt and available credit.

As of September 30, 2025, w e had fully repaid the $12.5 million due by July 31, 2025, and $20.0 million of the required $27.5 million due by January 31, 2026.

On October 9, 2025, we repaid the remaining $7.5 million of required, along with an additional voluntary prepayment of $10.0 million, which was not subject to any prepayment penalties.

As of September 30, 2025, we were in compliance with all covenants and requirements on our outstanding debt and available credit.

For more information regarding our Secured Financings and Corporate Financing, see Note 8, Borrowings of the Notes to the Condensed Consolidated Financial Statements (Unaudited) included elsewhere in this report.

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held for investment.

For the six months ended June 30, 2025 , we did not sell any such loans.

For the nine months ended September 30, 2025 , we did not sell any such loans.

For further information, see Note 5, Loans Held for Sale and Loans Sold of the Notes to the Condensed Consolidated Financial Statements (Unaudited) included elsewhere in this report.

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This agreement is scheduled to expire in November 2026.

The originations of loans sold and held for sale during the six months ended June 30, 2025 were $72.2 million.

The originations of loans sold and held for sale during the nine months ended September 30, 2025 were $110.3 million.

For further information on the whole loan sale transactions, see Note 5, Loans Held for Sale and Loans Sold of the Notes to the Condensed Consolidated Financial Statements (Unaudited) included elsewhere in this report.

Bank Partnership Program and Servicing Agreement

We entered into a bank partnership program with Pathward, N.A.

on August 11, 2020.

In accordance with the agreements underlying the bank partnership program, we have 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.

In August 11, 2020 we entered into a bank partnership program with Pathward, N.A., which was subsequently amended and restated, effective August 11, 2025.

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

based on thresholds specified in the agreements.

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

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

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

The amendment also required us to acquire Pathward’s existing retained loan portfolio by February 2026, with an initial purchase of loans that are current or <30 days delinquent on October 3, 2025.

Contractual Obligations and Commitments

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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 2. Management’s Discussion and Analysis