What changed in this filing

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Item 9A. Controls and Procedures

2026-02-27 compared with 2025-02-20 · 42 added, 104 removed, 197 unchanged (43% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and that such information is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

We maintain disclosure controls and procedures designed to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and our Principal Financial and Principal Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure and that such information is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

As of December 31, 2025 , we carried out an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

This evaluation was conducted under the supervision of, and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer.

This evaluation was conducted under the supervision of, and with the participation of our management, including our Chief Executive Officer and our Principal Financial and Principal Accounting Officer.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on our evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of December 31, 2024 , our disclosure controls and procedures were effective to provide the reasonable assurance described above.

Based on our evaluation, our Chief Executive Officer and our Principal Financial and Principal Accounting Officer concluded that, as of December 31, 2025 , our disclosure controls and procedures were effective to provide the reasonable assurance described above.

Management's Report on Internal Control Over Financial Reporting

7 unchanged sentences

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all errors and all fraud.

Our management, including our Chief Executive Officer and Principal Financial and Principal Accounting Officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all errors and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

8 unchanged sentences

Report of Independent Registered Public Accounting Firm

To the stockholders and the Board of Directors of Oportun Financial Corporation

To the shareholders and the Board of Directors of Oportun Financial Corporation

Opinion on Internal Control over Financial Reporting

31 unchanged sentences

Acquisition Financing Asset-backed floating rate variable funding note and asset-backed residual certificate secured by certain residual cash flows of the Company's securitizations.

The Acquisition Financing was used to fund the cash consideration for the Digit acquisition.

Included as "Acquisition and corporate financing" on the Consolidated Balance Sheets

The Acquisition Financing was used to fund the cash consideration for the Digit acquisition and was terminated on November 14, 2024.

Adjusted Earnings Per Share ("EPS") Adjusted EPS is a non-GAAP financial measure calculated by dividing Adjusted Net Income by diluted adjusted weighted-average common shares outstanding

Adjusted Net Income Adjusted Net Income is a non-GAAP financial measure calculated by adjusting our net income (loss) adjusted to exclude income tax expense (benefit), stock-based compensation expense, mark-to-market on asset-backed notes at fair value and certain non-recurring charges

Adjusted Operating Efficiency Adjusted Operating Efficiency is a non-GAAP financial measure calculated by dividing adjusted total operating expenses (excluding stock-based compensation expense and certain non-recurring charges) by total revenue

Adjusted Operating Expense

15 unchanged sentences

Included as "Secured Financing" on the Consolidated Balance Sheets.

The CCW was terminated on November 10, 2024.

Customer Acquisition Cost (or "CAC") Sales and marketing expenses, which include the costs associated with various paid marketing channels, including direct mail, digital marketing and brand marketing and the costs associated with our telesales and retail operations divided by number of loans originated and new credit cards activated to new and returning borrowers during a period

Non-GAAP financial measure calculated by dividing the Company’s annualized net income by total assets, excluding the mark-to-market impacts from (i) Loans Receivable at Fair Value, (ii) asset-backed notes at fair value, and (iii) the derivative asset related to Pathward.

GAAP Generally Accepted Accounting Principles

5 unchanged sentences

Net Revenue Net Revenue is calculated by subtracting interest expense from total revenue and adding the net increase (decrease) in fair value

Operating Efficiency Total operating expenses divided by total revenue

Operating Expense Ratio

8 unchanged sentences

Return on Equity Annualized net income divided by average stockholders' equity for a period

Secured Financing Asset-backed revolving debt facilities, including (1) the PLW facilities that are collateralized by unsecured personal loans and secured personal loans and (2) the CCW facility that is collateralized by credit card accounts

Weighted Average Interest Rate Annualized interest expense as a percentage of average debt

28 unchanged sentences

8-K 001-39050 3.1 9/30/2019

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Oportun Financial Corporation

8-K 001-39050 3.1 7/18/2025

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Oportun Financial Corporation

8-K 001-39050 3.2 7/18/2025

Amended and Restated Bylaws of Oportun Financial Corporation.

14 unchanged sentences

S-1 333-232685 10.1 7/17/2019

10.2+ Amended and Restated 2005 Stock Option/Stock Issuance Plan and Form of Stock Option Grant Notice, Option Agreement and Form of Notice of Exercise.

S-1 333-232685 10.2 7/17/2019

2015 Stock Option/Stock Issuance Plan and Forms of Stock Option Grant Notice, Option Agreement, Notice of Exercise, Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement.

4 unchanged sentences

001-39050 10.1 12/12/2023

Form of Performance-Based Restricted Stock Unit Award Agreement.

001-39050 10.3 8/7/2025

2019 Employee Stock Purchase Plan.

6 unchanged sentences

S-1 333-232685 10.7 7/17/2019

10.10 Sublease Agreement by and between Oportun, Inc.

and TiVo Corporation, dated as of July 31, 2017.

S-1 333-232685 10.8 7/17/2019

Indenture by and between Oportun Issuance Trust 2021-B, and Wilmington Trust, National Association, dated as of May 10, 2021.

10-Q 001-39050 10.1 8/6/2021

10.12^**

Indenture by and between Oportun Issuance Trust 2021-C, and Wilmington Trust, National Association, dated as of October 28, 2021.

10-Q 001-39050 10.3 11/4/2021

10.13^**

Amended and Restated Credit Card Program and Servicing Agreement, dated February 5, 2021, by and between Oportun, Inc.

10-K 001-39050 10.16.2 2/23/2021

10.14-1^**

Loan and Security Agreement by and between Oportun PLW Trust, Oportun PLW Depositor, LLC, Oportun, Inc., the Lenders thereto, and Wilmington Trust, National Association, dated as of September 8, 2021.

10-Q 001-39050 10.2 11/4/2021

First Amendment to Loan and Security Agreement by and between Oportun PLW Trust, Oportun PLW Depositor, LLC, Oportun, Inc., the Lenders thereto, and Wilmington Trust, National Association, dated as of March 22, 2022.

10-Q 001-39050 10.4.1 8/9/2022

Second Amendment to Loan and Security Agreement by and between Oportun PLW Trust, Oportun PLW Depositor, LLC, Oportun, Inc., the Lenders thereto, and Wilmington Trust, National Association, dated as of March 25, 2022.

10-Q 001-39050 10.4.2 8/9/2022

Third Amendment to Loan and Security Agreement by and between Oportun PLW Trust, Oportun PLW Depositor, LLC, Oportun, Inc., the Lenders thereto, and Wilmington Trust, National Association, dated as of March 31, 2022.

10-Q 001-39050 10.4.3 8/9/2022

Fourth Amendment to Loan and Security Agreement by and between Oportun PLW Trust, Oportun PLW Depositor, LLC, Oportun, Inc., the Lenders thereto, and Wilmington Trust, National Association, dated as of September 14, 2022.

10-Q 001-39050 10.2 11/8/2022

Fifth Amendment to the Loan and Security Agreement by and among Oportun PLW Trust, Oportun PLW Depositor, LLC, Oportun, Inc., the Lenders thereto, and Wilmington Trust, National Association, dated as of June 29, 2023.

10-Q 001-39050 10.2 8/9/2023

Sixth Amendment to the Loan and Security Agreement by and among Oportun PLW Trust, Oportun PLW Depositor, LLC, Oportun, Inc., the Lenders thereto, and Wilmington Trust, National Association, dated as of February 29, 2024.

10-Q 001-39050 10.4 05/10/2024

Seventh Amendment to the Loan and Security Agreement by and among Oportun PLW Trust, Oportun PLW Depositor, LLC, Oportun, Inc., the Lenders thereto, and Wilmington Trust, National Association, dated as of August 29, 2024.

10-Q 001-39050 10.2 11/12/2024

10.14-9^**

Master Amendment to Transaction Documents by and among Oportun PLW Trust, Oportun PLW Depositor, LLC, Oportun, Inc., the Lenders thereto, and Wilmington Trust, National Association, dated as of September 20, 2024.

10-Q 001-39050 10.3 11/12/2024

Master Amendment to the Loan and Security Agreement by and among Oportun PLW Trust, Oportun PLW Depositor, LLC, Oportun, Inc., the Lenders thereto, and Wilmington Trust, National Association, dated as of November 22, 2024.

10.15-1** Base Indenture by and between Oportun Funding 2022-1, LLC and Wilmington Trust, National Association, dated as of March 31, 2022.

10-Q 001-39050 10.2.1 5/10/2022

Series 2022-1 Supplement to Base Indenture by and between Oportun Funding 2022-1, LLC and Wilmington Trust, National Association, dated as of March 31, 2022.

10-Q 001-39050 10.2.2 5/10/2022

Indenture between Oportun Issuance Trust 2022-A and Wilmington Trust, National Association, dated as of May 23, 2022.

10-Q 001-39050 10.1 8/9/2022

Indenture between Oportun Issuance Trust 2022-2 and Wilmington Trust, National Association, dated as of July 22, 2022.

10-Q 001-39050 10.2 8/9/2022

Indenture between Oportun Issuance Trust 2022-3 and Wilmington Trust, National Association, dated as of November 3, 2022.

10-Q 001-39050 10.5 11/8/2022

10.19-1^**

Receivables Loan and Security Agreement, dated as of October 20, 2023, by and among Oportun CL Trust 2023-A, Oportun, Inc., and Oportun CL Depositor, LLC, Wilmington Trust, National Association and the Lenders party thereto.

10-K 001-39050 10.24 3/15/2024

First Amendment to the Receivables Loan and Security Agreement, dated as of March 22, 2024, by and among Oportun CL Trust 2023-A, Oportun, Inc., and Oportun CL Depositor, LLC, Wilmington Trust, National Association and the Lenders party thereto.

10-Q 001-39050 10.5 05/10/2024

10.20^**

Program Agreement, by and between Oportun, Inc.

and MetaBank, N.A., dated as of August 11, 2020.

10-Q 001-39050 10.1 11/12/2020

Letter Agreement, dated April 19, 2024, between Oportun Financial Corporation, Findell Capital Management LLC and certain other persons.

001-39050 10.1 04/22/2024

Indenture between Oportun Issuance Trust 2024-1 and Wilmington Trust, National Association, dated as of February 13, 2024.

10-Q 001-39050 10.6 05/10/2024

Receivables Purchase Agreement, dated as of September 24, 2024, by and among Oportun, Inc., Oportun CCW Trust, Oportun CCW Depositor, LLC and Continental Purchasing, LLC.

Transition Agreement dated January 21, 2026 .

001-39050 10.1 01/21/2026

10.11^**

Credit Agreement, dated as of October 23, 2024, by and among Oportun Financial Corporation, Oportun, Inc., Wilmington Savings Fund Society, FSB, and the Lenders party thereto.

Amended and Restated Program Agreement, by and between Oportun, Inc.

and Pathward, National Association, dated as of August 11, 2025.

001-39050 10.2 11/5/2025

Indenture between Oportun Issuance Trust 2024-2 and Wilmington Trust, National Association, dated as of August 29, 2024.

10-Q 001-39050 10.4 11/12/2024

10.26-1^**

Loan and Security Agreement by and between Oportun PLW II Trust, Oportun PLW II Depositor, LLC, Oportun, Inc., the Lenders thereto, and Wilmington Trust, National Association, dated as of August 5, 2024.

10-Q 001-39050 10.5 11/12/2024

Amendment to the Loan and Security Agreement by and among Oportun PLW II Trust, Oportun PLW II Depositor, LLC, Oportun, Inc., the Lenders thereto, and Wilmington Trust, National Association, dated as of November 1, 2024.

10-Q 001-39050 10.7 11/12/2024

Indenture between Oportun Issuance Trust 2025-A and Wilmington Trust, National Association, dated as of January 16, 2025.

First Amendment to the Amended and Restated Program Agreement, by and between Oportun, Inc.

and Pathward, National Association, dated as of September 26, 2025.

001-39050 10.3 11/5/2025

Letter Agreement, dated July 14, 2025, between Oportun Financial Corporation, Findell Capital Management LLC and certain other persons.

8-K 001-39050 10.1 07/14/2025

Insider Trading Policy

10-K 001-39050 19.1 2/20/2025

21.1 List of Subsidiaries of Oportun Financial Corporation

2 unchanged sentences

31.1 Rule 13a-14(a)/15d-14(a) Certifications of the Chief Executive Officer and Director of Oportun Financial Corporation

31.2 Rule 13a-14(a)/15d-14(a) Certifications of the Chief Financial Officer and Chief Administrative Officer of Oportun Financial Corporation

31.2 Rule 13a-14(a)/15d-14(a) Certifications of the P rincipal Financial Officer, Principal Accounting Officer and SVP, Finance - Controller of Oportun Financial Corporation

32.1* Section 1350 Certifications

17 unchanged sentences

February 27, 2026 By:

/s/ Jonathan Coblentz

Jonathan Coblentz

Chief Financial Officer and Chief Administrative Officer

(Principal Financial Officer)

/s/ Joseph Schueller

Joseph Schueller

Senior Vice President, Finance – Controller

(Principal Financial Officer, Principal Accounting Officer and duly authorized signatory of the Registrant)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Raul Vazquez and Jonathan Coblentz, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Raul Vazquez, Kathleen Layton, and Joseph Schueller jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Raul Vazquez /s/ Jonathan Coblentz

Raul Vazquez Jonathan Coblentz

(President, Chief Executive Officer, and Director) (Chief Financial Officer and Chief Administrative Officer)

(Principal Executive Officer) (Principal Financial Officer)

February 20, 2025

/s/ Casey Mueller /s/ Jo Ann Barefoot

Casey Mueller Jo Ann Barefoot

(Senior Vice President, Global Controller and Principal Accounting Officer) (Director)

(Principal Accounting Officer) Date:

/s/ Raul Vazquez /s/ Joseph Schueller

Raul Vazquez Joseph Schueller

(President, Chief Executive Officer, and Director) Senior Vice President, Finance – Controller

(Principal Executive Officer) (Principal Financial Officer and Principal Accounting Officer)

February 27, 2026

/s/ Mohit Daswani

/s/ Ginny Lee

Mohit Daswani

/s/ Jo Ann Barefoot /s/ Mohit Daswani

Jo Ann Barefoot Mohit Daswani

(Director) (Director)

1 unchanged sentence

February 27, 2026

/s/ Carlos Minetti

Carlos Minetti

/s/ Ginny Lee /s/ Carlos Minetti

Ginny Lee Carlos Minetti

(Director) (Director)

1 unchanged sentence

February 27, 2026

/s/ Scott Parker

/s/ Sandra Smith

Scott Parker Sandra Smith

Miramontes /s/ Sandra Smith

Miramontes Sandra Smith

(Director) (Director)

2 unchanged sentences

/s/ Richard Tambor

Neil Williams

Richard Tambor R.

Neil Williams

/s/ Warren Wilcox

Richard Tambor Warren Wilcox

(Director) (Director)

2 unchanged sentences

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-K

Item 9A. Controls and Procedures