What changed in this filing

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Item 1. Financial Statements

2026-05-08 compared with 2025-11-05 · 170 added, 234 removed, 503 unchanged (45% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

September 30, December 31,

March 31, December 31,

Cash and cash equivalents $ 130,384 $ 105,525

15 unchanged sentences

Stockholders' equity

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

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

Common stock, $ 0.0001 par value - 1,000,000,000 shares authorized at March 31, 2026 and December 31, 2025;

45,874,814 shares issued and 45,602,791 shares outstanding at March 31, 2026;

44,709,065 shares issued and 44,437,042 shares outstanding at December 31, 2025

1 unchanged sentence

Accumulated deficit ( 224,940 ) ( 227,285 )

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

Treasury stock at cost, 272,023 shares at March 31, 2026 and December 31, 2025

( 6,309 ) ( 6,309 )

5 unchanged sentences

(in thousands, except share and per share data)

Three Months Ended September 30,

Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Interest income $ 215,665 $ 220,221

11 unchanged sentences

Total operating expenses 91,330 92,670

Income (loss) before taxes 14,244 ( 39,464 ) 37,511 ( 119,088 )

Income tax expense (benefit) 9,046 ( 9,508 ) 15,669 ( 31,668 )

Net income (loss) $ 5,198 $ ( 29,956 ) $ 21,842 $ ( 87,420 )

Net income (loss) attributable to common stockholders $ 5,198 $ ( 29,956 ) $ 21,842 $ ( 87,420 )

Earnings (loss) per share:

Income before taxes

Income tax expense 1,216 3,392

Net income $ 2,345 $ 9,767

Net income attributable to common stockholders

$ 2,345 $ 9,767

Earnings per share:

Basic $ 0.05 $ 0.21

7 unchanged sentences

(in thousands, except share data)

For the Nine Months Ended September 30, 2025

For the Three Months Ended March 31, 2026

Warrants Common Stock

6 unchanged sentences

Balance – March 31, 2026 2,682,788 $ 11,150 45,602,791 $ 8 $ 616,374 $ ( 224,940 ) $ ( 6,309 ) $ 396,283

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

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

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

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

Net income — — — — — 6,877 — 6,877

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

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

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

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

Net income — — — — — 5,198 — 5,198

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

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

2 unchanged sentences

(in thousands, except share data)

For the Nine Months Ended September 30, 2024

For the Three Months Ended March 31, 2025

Warrants Common Stock

Shares Additional Paid-in Capital Shares Par Value Additional Paid-in Capital Accumulated Deficit

Treasury Stock Total Stockholders' Equity

Shares Additional Paid-in Capital Shares Par Value Additional Paid-in Capital Accumulated Deficit Treasury Stock Total Stockholders' Equity

Balance – January 1, 2025 9,046,459 $ 33,825 36,111,856 $ 7 $ 578,817 $ ( 252,531 ) $ ( 6,309 ) $ 353,809

1 unchanged sentence

Vesting of restricted stock units, net of shares withheld — — 1,389,309 — ( 511 ) — — ( 511 )

Net loss — — — — — ( 26,439 ) — ( 26,439 )

Net income — — — — — 9,767 — 9,767

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

Stock-based compensation expense — — — — 3,169 — — 3,169

Vesting of restricted stock units, net of shares withheld — — 133,467 — — — — —

Net loss — — — — — ( 31,025 ) — ( 31,025 )

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

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

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

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

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

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

2 unchanged sentences

(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities

Net income (loss) $ 21,842 $ ( 87,420 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Net income $ 2,345 $ 9,767

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 9,000 11,068

12 unchanged sentences

( 318,127 ) ( 381,907 )

Proceeds from loan sales originated as held for investment — 2,840

Repayments of loan principal 332,772 332,208

1 unchanged sentence

Other, net ( 153 ) ( 243 )

Net cash used in investing activities ( 180,492 ) ( 137,262 )

Net cash provided by (used in) investing activities 7,982 ( 55,520 )

Cash flows from financing activities

5 unchanged sentences

( 524,228 ) ( 127,287 )

Repayments of acquisition and corporate financing ( 33,759 ) ( 51,442 )

Repayments of corporate financing

Payments of deferred financing costs ( 34 ) —

18 unchanged sentences

Notes to the Condensed Consolidated Financial Statements (Unaudited)

September 30, 2025

March 31, 2026

Organization and Description of Business

2 unchanged sentences

Oportun takes a holistic approach to serving its members and views as its purpose to responsibly meet their current capital needs, help improve their financial profiles, increase their financial awareness and put them on a path to a financially healthy life.

Oportun offers access to a suite of products, offered either directly or through partners, including unsecured and secured lending, and savings.

The Company is headquartered in San Carlos, California.

Oportun offers access to a comprehensive suite of products, offered either directly or through partners, including unsecured and secured lending, and savings.

The Company is headquartered in San Mateo, California.

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

1 unchanged sentence

Basis of Presentation ‑ The Company meets the Securities and Exchange Commission's ("SEC") definition of a “Smaller Reporting Company”, and therefore qualifies for the SEC's reduced disclosure requirements for smaller reporting companies.

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").

The accompanying condensed and consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").

These statements are unaudited and reflect all normal, recurring adjustments that are, in management's opinion, necessary for the fair presentation of results.

1 unchanged sentence

All intercompany accounts and transactions have been eliminated in consolidation.

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

Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations.

5 unchanged sentences

Recently Adopted Accounting Standards

Segment Reporting - In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures .

The ASU enhances disclosures about significant segment expenses, provides new segment disclosure requirements for entities with a single reportable segment, enhances interim disclosure requirements, clarifies circumstances in which an entity is permitted to disclose multiple segment measures of profit or loss and other disclosure requirements.

The Company adopted ASU 2023-07 on December 31, 2024.

The adoption of this ASU did not have a material impact on the Company's financial position, results of operations, or cash flows but enhanced the disclosure of its segment reporting disclosures.

See Note 17 , Segment Reporting .

There have been no accounting standards adopted during the three months ended March 31, 2026 .

Accounting Standards to be Adopted

Income Taxes - In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures.

This ASU requires entities to disclose in their rate reconciliation table additional categories or information about federal, state and foreign income taxes and to provide more details about the reconciling items in some categories if the items meet a quantitative threshold and requires annual disclosure of income taxes paid to be disaggregated by federal, state and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold.

The ASU is effective for annual periods beginning after December 15, 2024.

The Company adopted this ASU effective Jan 1, 2025.

The adoption of ASU 2023-09 does not have a significant impact on its consolidated financial statements.

Income Statement - In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40).

8 unchanged sentences

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

it also relocates

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

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

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

2 unchanged sentences

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

Earnings (Loss) per Share

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

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

Interim Reporting - In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements.

This ASU intends to improve the navigability of the guidance in ASC 270 and clarify when it applies.

Under the amendments, an entity is subject to ASC 270 if it provides “interim financial statements and notes in accordance with GAAP.” The ASU also addresses the form and content of such financial statements, adds lists to ASC 270 of the interim disclosures required by all other Codification topics, and establishes a principle under which an entity must “disclose events since the end of the last annual reporting period that have a material impact on the entity.” As the Board stated in the proposed guidance and reiterates in the ASU, the amendments are not intended to “change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements.” The ASU is effective for interim reporting periods within annual reporting periods beginning after

December 15, 2027;

early adoption is permitted.

Entities may adopt prospectively, or retrospectively to any or all prior periods presented in the financial statements.

The Company is evaluating the effect of this guidance on its interim reporting.

Codification Improvements - In December 2025, the FASB issued ASU 2025-12 “Codification Improvements” to address suggestions received from stakeholders on the Accounting Standards Codification and to make other incremental improvements to U.S.

The update represents changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements.

The amendments make the Codification easier to understand and apply.

The guidance is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years;

early adoption is permitted.

The Company is evaluating the effect of this guidance on its results of operations, financial position and disclosures.

Earnings per Share

Basic and diluted earnings per share are calculated as follows:

Three Months Ended March 31,

(in thousands, except share and per share data) 2026 2025

Net income (loss) $ 5,198 $ ( 29,956 ) $ 21,842 $ ( 87,420 )

Net income (loss) attributable to common stockholders $ 5,198 $ ( 29,956 ) $ 21,842 $ ( 87,420 )

Net income $ 2,345 $ 9,767

Net income attributable to common stockholders

$ 2,345 $ 9,767

Basic weighted-average common shares outstanding (1)

1 unchanged sentence

Weighted average effect of dilutive securities:

Stock options — — — —

Restricted stock units 1,062,608 1,541,094

3 unchanged sentences

Diluted $ 0.05 $ 0.21

(1) The fair value of the outstanding and exercisable warrants issued with an exercise price of $ 0.01 are included in the Basic weighted-average common shares outstanding.

(1) The outstanding and exercisable warrants issued with an exercise price of $ 0.01 are included in the Basic weighted-average common shares outstanding.

See Note 10, Stockholders' Equity for additional information.

The following common share equivalent securities have been excluded from the calculation of diluted weighted-average common shares outstanding because the effect is anti-dilutive for the periods presented:

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

2025 2024 2025 2024

Three Months Ended March 31,

Stock options 1,431,509 1,836,305

13 unchanged sentences

Each consolidated VIE issues a series of asset-backed securities that are supported by the cash flows arising from the loans receivable securing such debt.

Cash inflows arising from such loans receivable are distributed monthly to the transaction’s lenders and related service providers in accordance with the transaction’s contractual priority of payments.

Cash inflows arising from such loans receivable are distributed monthly to the transaction’s lenders and related service providers in

accordance with the transaction’s contractual priority of payments.

The creditors of the VIEs above have no recourse to the general credit of the Company as the primary beneficiary of the VIEs and the liabilities of the VIEs can only be settled by the respective VIE’s assets.

2 unchanged sentences

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

September 30, December 31,

March 31, December 31,

(in thousands) 2026 2025

2 unchanged sentences

Loans Receivable at Fair Value

2,583,339 2,621,339

Total VIE assets 2,655,748 2,707,106

9 unchanged sentences

Loans Held for Sale and Loans Sold

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

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

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

The loan sales qualify for sale accounting treatment and the Company derecognizes these loans from its Condensed Consolidated Balance Sheets (Unaudited) upon sale.

Whole Loan Sale Program ‑ The Company enters into whole loan sale agreements with third parties in which we agree to sell newly originated unsecured personal loans and secured personal loans.

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

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

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

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

Credit Cards Receivable Portfolio - On November 12, 2024, the Company completed the sale of the credit cards receivable portfolio to Continental Purchasing, LLC (the “Credit Cards Receivable Sale Closing”) in exchange for cash proceeds of $ 51.2 million.

The Company used the proceeds from the sale to pay off the Credit Card Warehouse facility.

In connection with the Credit Cards Receivable Sale Closing and pursuant to a program winddown agreement, the Amended and Restated Credit Card Program and Servicing Agreement, dated as of February 5, 2021, by and between the Company and WebBank, and other related documents, terminated effective November 10, 2024.

Whole Loan Sale Program ‑ The Company enters into whole loan sale agreements with third parties in which the Company agrees to sell newly originated unsecured personal loans and secured personal loans.

The originations of loans sold and held for sale during the three months ended March 31, 2026 was $ 25.8 million and the Company recorded a gain on sale of $ 1.4 million and servicing revenue of $ 1.7 million.

The originations of loans sold and held for sale during the three months ended March 31, 2025 was $ 32.4 million and the Company recorded a gain on sale of $ 1.5 million and servicing revenue of $ 1.7 million.

Capitalized Software and Other Intangibles

Capitalized software, net consists of the following:

September 30, December 31,

March 31, December 31,

(in thousands) 2026 2025

3 unchanged sentences

Accumulated amortization ( 196,451 ) ( 188,933 )

( 182,045 ) ( 155,286 )

Total capitalized software, net $ 55,626 $ 56,697

Capitalized software, net

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

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

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

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

Amortization of system development costs and acquired developed technology for the three months ended March 31, 2026 and 2025 was $ 7.5 million and $ 9.3 million, respectively.

System development costs capitalized in the three months ended March 31, 2026 and 2025 were $ 6.7 million and $ 5.8 million, respectively.

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

2 unchanged sentences

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

September 30, December 31,

March 31, December 31,

(in thousands) 2026 2025

4 unchanged sentences

Accumulated amortization ( 29,340 ) ( 28,125 )

( 26,883 ) ( 23,196 )

Total intangible assets, net $ 13,786 $ 15,001

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

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

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

Amortization of intangible assets was $ 1.2 million for each of the three months ended March 31, 2026 and 2025.

Expected future amortization expense for intangible assets as of March 31, 2026 is as follows:

(in thousands) Fiscal Years

2025 (remaining three months) $ 1,242

2026 (remaining nine months) $ 3,714

(1) Excludes indefinite lived intangible assets.

Other assets consist of the following:

September 30, December 31,

March 31, December 31,

(in thousands) 2026 2025

10 unchanged sentences

Total other assets $ 105,950 $ 103,691

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

Depreciation and amortization expense related to fixed assets for the three months ended March 31, 2026 and 2025 was $ 0.3 million and $ 0.6 million, respectively.

Secured Financing

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Variable Interest Entity Facility Amount Maturity Date Interest Rate Balance Balance

7 unchanged sentences

187,500 April 1, 2028 Term SOFR + 3.18 %

30,395 35,051

Oportun PLW IV Trust

246,750 October 1, 2029 Term SOFR + 2.56 %

46,880 22,339

Total secured financing $ 1,139,091 $ 212,465 $ 199,384

Asset-backed Notes at Fair Value

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

September 30, 2025

Variable Interest Entity Initial note amount issued (1)

The following tables present information regarding asset-backed notes at fair value:

March 31, 2026

Variable Interest Entity (3)

Initial amount issued (1)

Initial collateral balance (2)

Current note balance (1)

Current balance (1)

Current collateral balance (2)

7 unchanged sentences

December 31, 2025

Variable Interest Entity Initial note amount issued (1)

Variable Interest Entity (3)

Initial amount issued (1)

Initial collateral balance (2)

Current note balance (1)

Current balance (1)

Current collateral balance (2)

3 unchanged sentences

Asset-backed notes recorded at fair value:

Oportun Issuance Trust (Series 2022-3) $ 300,000 $ 310,993 $ 54,463 $ 62,323 11.43 % N/A

Oportun Issuance Trust (Series 2022-2) 400,000 410,212 40,453 46,578 10.82 % N/A

Oportun Issuance Trust (Series 2022-A) 400,000 410,211 261,939 280,234 5.65 % 2 years

Oportun Issuance Trust (Series 2021-C) $ 500,000 $ 512,762 $ 167,214 $ 184,737 2.48 % 3 years

Oportun Issuance Trust (Series 2021-B) 500,000 512,759 96,585 112,148 2.06 % 3 years

Oportun Funding XIV, LLC (Series 2021-A) 375,000 383,632 — — — % 2 years

Total asset-backed notes recorded at fair value $ 1,000,000 $ 1,025,521 $ 263,799 $ 296,885

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

(1) The current balances are measured at fair value for asset-backed notes recorded at fair value.

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

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

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

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

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

These asset-backed notes have been amortizing since then.

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

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

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

(3) Maturity dates for Asset-backed Notes at Fair Value are not reflected in the above tables as the related securitizations provide for variable monthly repayments that may result in repayment prior to the stated maturity dates.

Asset-backed Borrowings at Amortized Cost

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

September 30, 2025

March 31, 2026

Asset-backed Borrowings at Amortized Cost (5)

Initial note amount issued (1)

Initial amount (1)

Initial collateral balance (2)

Current note balance (1)

Current balance (1)

Current collateral balance (2)

2 unchanged sentences

(in thousands)

Oportun Issuance Trust 2026-A

484,990 502,450 482,216 513,031 5.25 % 2 years

Oportun Issuance Trust 2025-D

441,225 452,206 438,644 457,191 5.69 % 2 years

Oportun Issuance Trust 2025-C 538,490 552,692 535,671 558,391 5.23 % 2 years

Oportun Issuance Trust 2025-B 439,250 450,802 437,093 455,332 5.57 % 2 years

Oportun Issuance Trust 2025-A 425,107 439,775 421,857 445,743 6.15 % 1 year

Oportun Issuance Trust 2024-2 223,250 236,119 68,556 81,461 8.98 % N/A

Oportun Issuance Trust 2024-1 199,500 211,002 39,357 46,097 10.80 % N/A

Oportun CL Trust 2023-A 197,390 210,530 196,505 220,083 10.05 % 2 years

Other Asset Backed Borrowings (4)

4 unchanged sentences

Asset-backed Borrowings at Amortized Cost (5)

Initial note amount issued (1)

Initial amount (1)

Initial collateral balance (2)

Current note balance (1)

Current balance (1)

Current collateral balance (2)

2 unchanged sentences

(in thousands)

Oportun Issuance Trust 2025-D $ 441,225 $ 452,206 $ 438,410 $ 461,986 5.69 % 2 years

Oportun Issuance Trust 2025-C 538,490 552,692 535,394 559,689 5.23 % 2 years

Oportun Issuance Trust 2025-B 439,250 450,802 436,850 456,345 5.57 % 2 years

Oportun Issuance Trust 2025-A 425,107 439,775 422,580 445,314 6.15 % 1 year

Oportun Issuance Trust 2024-2 223,250 236,119 86,077 102,446 8.34 % N/A

Oportun Issuance Trust 2024-1 199,500 211,002 28,626 33,842 12.07 % N/A

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

Other Asset Backed Borrowings (4)

2 unchanged sentences

$ 2,266,822 $ 2,342,596 $ 2,192,649 $ 2,282,487

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

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

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

The current balances are measured at amortized cost.

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

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

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

There were no notes retained by the Company as of March 31, 2026.

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

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

The 2025-C Securitization included five classes of fixed rate notes.

(5) Maturity dates for Asset-backed Borrowings at Amortized Cost are not reflected in the above tables as the related securitizations provide for variable monthly repayments that may result in repayment prior to the stated maturity dates.

On January 8, 2026, the Company redeemed series 2024-1 asset-backed notes in the amount of $ 28.7 million.

The asset-backed notes were carried at amortized cost, and the unamortized costs were recognized in the Condensed Consolidated Statements of Operations (Unaudited) as part of the interest expense.

On February 9, 2026, the Company issued $ 485.0 million of series 2026-A asset-backed notes secured by a pool of its unsecured and secured personal installment loans (the “2026-A Securitization”).

The 2026-A 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 a weighted average coupon of 5.23 % p er annum.

Securities Act of 1933, as amended, and were priced with a weighted average yield of 5.32 % per annum and a weighted average coupon of 5.25 % per annum.

On February 9, 2026, the Company redeemed series 2025-A asset-backed notes in the amount of $ 425.1 million.

The asset-backed notes were carried at amortized cost, and the unamortized costs were recognized in the Condensed Consolidated Statements of Operations (Unaudited) as part of the interest expense.

Corporate Financing

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

September 30, 2025 December 31, 2024

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

March 31, 2026 December 31, 2025

Entity Original Balance Maturity Date Interest Rate Balance (1)

6 unchanged sentences

(1) Balances are measured at amortized cost.

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

As of March 31, 2026 and December 31, 2025 the outstanding principal balance were both $ 165.0 million.

On October 23, 2024, the Company entered into a Credit Agreement with certain affiliates of Neuberger and McLaren Harbor LLC, pursuant to which the Company borrowed $ 235 million of senior secured term loans (the “Credit Agreement” and the “Term Loans”).

2 unchanged sentences

The Credit Agreement contains certain representations, warranties and covenants, as well as indemnification obligations, in respect of the Company and certain of its subsidiaries, subject to specified exceptions and qualifications contained in the Credit Agreement.

The Term Loans bear interest at an amount equal to 15 % per year, of which 2.5 % may be payable in-kind at the Company’s election.

The Term Loans are scheduled to mature four years from the date of the Term Loan Closing.

Under the Credit Agreement, the Company was required to repay $ 12.5 million of the Term Loans on or prior to July 31, 2025 and an additional $ 27.5 million of the Term Loans on or prior to January 31, 2026.

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

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

Voluntary prepayment of the Term Loans in excess of certain thresholds and with certain other exceptions as set forth in the Credit Agreement, will be subject to a prepayment premium.

The obligations under the Credit Agreement are secured by the assets of the Company and certain of its subsidiaries guaranteeing the Term Loans, including pledges of the equity interests of certain subsidiaries that are directly or indirectly owned by the Company, subject to customary exceptions.

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The Credit Agreement contains financial covenants requiring the maintenance of minimum liquidity and a maximum adjusted EBITDA-based corporate leverage covenant, together with other customary affirmative and negative covenants, representations and warranties and events of default.

As of September 30, 2025, and December 31, 2024, the Company was in compliance with all covenants and requirements of the Secured Financing, Corporate Financing facilities and asset-backed notes.

Debt Covenants - As of March 31, 2026, and December 31, 2025, the Company was in compliance with all covenants and requirements of the Secured Financing, Corporate Financing facilities and asset-backed notes.

Other Liabilities

Other liabilities consist of the following:

September 30, December 31,

March 31, December 31,

(in thousands) 2026 2025

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Preferred Stock - The board of directors of the Company (the “Board”) has the authority, without further action by the Company's stockholders, to issue up to 100,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by the Board.

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

Common Stock - As of September 30, 2025 and December 31, 2024, the Company was authorized to issue 1,000,000,000 shares of common stock with a par value of $ 0.0001 per share.

As of September 30, 2025, 44,363,968 and 44,091,945 shares were issued and outstanding, respectively, and 272,023 shares were held in treasury stock.

There were no shares of undesignated preferred stock issued or outstanding as of March 31, 2026 or December 31, 2025.

Common Stock - As of March 31, 2026 and December 31, 2025, the Company was authorized to issue 1,000,000,000 shares of common stock with a par value of $ 0.0001 per share.

As of March 31, 2026, 45,874,814 and 45,602,791 shares were issued and outstanding, respectively, and 272,023 shares were held in treasury stock.

As of December 31, 2025, 44,709,065 and 44,437,042 shares were issued and outstanding, respectively, and 272,023 shares were held in treasury stock.

Warrants - Beginning on March 10, 2023, and pursuant to the Original Credit Agreement, on certain dates and in connection with certain tranches of loans issued under the Original Credit Agreement, the Company issued detachable warrants to the lenders to purchase an aggregate of 4,193,453 shares of the Company’s common stock at an exercise price of $ 0.01 per share.

Warrants - In 2023, pursuant to the Original Credit Agreement, the Company issued detachable warrants to the lenders to purchase an aggregate of 4,193,453 shares of the Company’s common stock at an exercise price of $ 0.01 per share.

On November 14, 2024, pursuant to the Credit Agreement, the Company issued additional detachable warrants to the lenders to purchase 4,853,006 shares of the Company’s common stock at an exercise price of $ 0.01 .

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

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

As of March 31, 2026 and December 31, 2025, the Company had outstanding and exercisable detachable warrants of 2,682,788 .

Equity Compensation and Other Benefits

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

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

Three Months Ended March 31,

(in thousands) 2026 2025

4 unchanged sentences

$ 4,143 $ 2,831

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

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

As of September 30, 2025 and December 31, 2024, the Company's total unrecognized compensation cost related to time-based and performance-based unvested restricted stock unit awards granted to employees was $ 16.8 million and $ 15.3 million, respectively, which will be recognized over a weighted average vesting period of approximately 1.8 years and 2.0 years, respectively.

(1) Amounts shown are net of $ 0.2 million of capitalized stock-based compensation for the three months ended March 31, 2026 and net of $ 0.2 million of capitalized stock-based compensation for the three months ended March 31, 2025.

As of March 31, 2026, and December 31, 2025, the Company’s total unrecognized compensation cost related to time-based and performance-based unvested restricted stock unit awards granted to employees was $ 21.0 million and $ 20.8 million, respectively, which will be recognized over a weighted average vesting period of approximately 2.0 years and 1.8 years, respectively.

Cash flows from the tax benefits for tax deductions resulting from the exercise of stock options in excess of the compensation expense recorded for those options (excess tax benefits) are required to be classified as cash from financing activities.

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

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

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

The Company recognized $ 1.0 million and $ 0.8 million of income tax benefit in its Condensed Consolidated Statements of Operations (Unaudited) related to stock-based compensation expense for the three months ended March 31, 2026 and 2025, respectively.

Additionally, the total income tax expense (benefit) recognized in the income statement for share-based compensation exercises was $ 0.2 million and $( 0.3 ) million for the three months ended March 31, 2026 and 2025, respectively.

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

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

Three Months Ended March 31,

(in thousands) 2026 2025

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

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

Three Months Ended March 31,

(in thousands) 2026 2025

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Interest on member accounts

4,395 5,707 13,383 19,403

Gain on loan sales and other

3,341 4,414 9,073 10,805

Total non-interest income $ 13,099 $ 15,683

For the three and nine months ended September 30, 2025 and 2024, the Company calculates its year-to-date income tax expense (benefit) by applying the estimated annual effective tax rate to the year-to-date income from operations before income taxes and adjusts the income tax expense (benefit) for discrete tax items recorded in the period.

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

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

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

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

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

For the three months ended March 31, 2026 and 2025, the Company calculates its year-to-date income tax expense (benefit) by applying the estimated annual effective tax rate to the year-to-date income from operations before income taxes and adjusts the income tax expense (benefit) for discrete tax items recorded in the period.

During the three months ended March 31, 2026 and 2025, the Company recorded income tax expense of $ 1.2 million and $ 3.4 million, respectively, related to continuing operations, representing an effective tax rate of 34.1 % and 25.8 %, respectively.

Income tax expense decreased by $ 2.2 million , from $ 3.4 million for the three months ended March 31, 2025 to $ 1.2 million for the three months ended March 31, 2026, primarily as a result of having decreased pretax income for the three months ended March 31, 2026.

The Company's effective tax rate for the three months ended March 31, 2026 differs from the statutory tax rates primarily due to the impacts of the research and development tax credit and stock-based compensation.

In December 2021, the Organization for Economic Co-operation and Development Inclusive Framework on Base Erosion Profit Shifting released Model Global Anti-Base Erosion rules (“Model Rules”) under Pillar Two.

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Rules under Pillar Two were effective from January 1, 2024.

The Company does not expect adoption of Pillar Two rules to have a significant impact on its consolidated financial statements during fiscal year 2025.

Pillar Two rules did not have a material impact on the Company's Condensed Consolidated Statements of Operations (Unaudited).

Fair Value of Financial Instruments

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The table below compares the fair value of loans receivable and asset-backed notes to their contractual balances for the periods shown:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

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

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This model uses inputs that are inherently judgmental and reflect management’s best estimates of the assumptions a market participant would use to calculate fair value.

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

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

September 30, 2025 December 31, 2024

The following tables present quantitative information about the significant unobservable inputs

used for the Company’s Level 3 fair value measurements for Loans Receivable at Fair Value.

The personal loans receivable balance at fair value as of March 31, 2026, consists of $ 2,511.8 million of unsecured personal loans receivable and $ 260.0 million of secured personal loans receivable.

March 31, 2026 December 31, 2025

Personal Loans Receivable

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

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

Fair value adjustments related to financial instruments where the fair value option has been elected are recorded through earnings for the three months ended March 31, 2026 and 2025.

Certain unobservable inputs may (in isolation) have either a directionally consistent or opposite impact on the fair value of the financial instrument for a given change in that input.

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The Company also engaged a third party to create an independent fair value estimate for the Loans Receivable at Fair Value, which provides a set of fair value marks using the Company’s historical loan performance data and whole loan sale prices to develop independent forecasts of borrower behavior.

The Company has derivative instruments in connection with its bank partnership program with Pathward, N.A.

related to excess interest proceeds it expects to receive on loans retained by Pathward, N.A.

Based on the agreement underlying the bank partnership program, for all loans originated and retained by Pathward, Pathward receives a fixed interest rate.

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

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

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

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

September 30, 2025 December 31, 2024

Low High Weighted Average Low High Weighted Average

Remaining cumulative charge-offs — % 40.46 % 12.57 % — % 30.92 % 10.43 %

Remaining cumulative prepayments 2.55 % 40.76 % 20.24 % 1.53 % 42.63 % 21.16 %

Average life (years) 0.37 1.47 1.45 0.44 2.05 1.45

Discount rate 13.99 % 13.99 % 13.99 % 17.29 % 17.29 % 17.29 %

For the derivative, the Company uses a base set of cash flows derived from historical data and management assumptions.

From this base set of cash flows, funds that are projected to be released to the Company according to the contractual terms outlined in the waterfall agreement are calculated on an aggregate basis then discounted at a rate that is representative of equity yield.

The Company had derivative instruments in connection with its bank partnership program with Pathward, N.A.

("Pathward") related to excess interest proceeds it expected to receive on loans retained by Pathward.

Based on the agreement underlying the bank partnership program, for all loans originated and retained by Pathward, Pathward received a fixed interest rate.

Under an amendment to the program agreement, the Company purchases 100 % of Pathward originated loans and has purchased all loans previously owned by Pathward.

As a result, the derivative instrument as of December 31, 2025 was $( 1.2 ) million;

there was no outstanding derivative balance as of March 31, 2026.

For the derivative, the Company used a base set of cash flows derived from historical data and management assumptions.

From this base set of cash flows, funds that were projected to be released to the Company according to the contractual terms outlined in the waterfall agreement were calculated on an aggregate basis then discounted at a rate that was representative of equity yield.

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

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

Three Months Ended March 31,

(in thousands) 2026 2025

3 unchanged sentences

( 616,340 ) ( 581,607 )

Other loan sales

— ( 14,164 ) — ( 68,255 )

Gross charge-offs ( 108,232 ) ( 98,197 )

Credit card receivables reclassified as held for sale

— — — ( 55,720 )

Net increase (decrease) in fair value ( 668 ) 12,369

2 unchanged sentences

The following table presents the carrying value and estimated fair values of financial assets and liabilities disclosed but not carried at fair value and the level within the fair value hierarchy:

September 30, 2025

March 31, 2026

Carrying value Estimated fair value Estimated fair value

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We obtain indicative pricing on comparable debt securities for securitizations carried at amortized cost, which is a Level 2 input measure.

Fair values of secured borrowings included in asset-backed borrowings at amortized cost have been calculated by discounting the contractual cash flows at the interest rate the Company estimates such arrangement would bear if executed in the current market, which is a Level 3 input measure.

There were no transfers in or out of Level 3 assets and liabilities for the three and nine months ended September 30, 2025 and 2024.

As of the year ended December 31, 2024, the Oportun CL Trust 2023-A asset-backed note transferred from Level 3 to Level 2.

Fair values of secured borrowings included in the asset-backed borrowings at amortized cost have been calculated by discounting the contractual cash flows at the interest rate the Company estimates such arrangement would bear if executed in the current market, which is a Level 3 input measure.

There were no transfers in or out of Level 3 assets and liabilities for the three months ended March 31, 2026 and 2025.

Leases, Commitments and Contingencies

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

As of September 30, 2025, maturities of lease liabilities, excluding short-term leases and leases on a month-to-month basis, were as follows:

As of March 31, 2026, maturities of lease liabilities, excluding short-term leases and leases on a month-to-month basis, were as follows:

(in thousands) Operating Leases

Lease expense

2025 (remaining three months) $ 2,965

2026 (remaining nine months) $ 4,439

Total lease payments 13,461

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Sublease income

2025 (remaining three months) $ ( 149 )

2026 (remaining nine months) $ ( 455 )

2030 and thereafter

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Weighted average discount rate 5.73 %

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

Rental expenses under operating leases for the three months ended March 31, 2026 and 2025, w a s $ 2.3 million and $ 2.5 million, respectively.

Purchase Commitment ‑ The Company has commitments to purchase information technology and communication services in the ordinary course of business, with various terms through 2029.

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rather, they are determined based on the non-cancelable amounts to which the Company is contractually obligated.

The Company’s purchase obligations are $ 10.7 million for the remainder of 2025, $ 21.0 million in 2026, $ 4.9 million in 2027, $ 0.6 million in 2028 with no obligations beyond 2028.

Bank Partnership Program and Servicing Agreement - The Company entered into a bank partnership program with Pathward, N.A.

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

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

The Company’s purchase obligations are $ 19.4 million for the remainder of 2026, $ 6.8 million in 2027, $ 1.4 million in 2028, with no obligations in or beyond 2029.

Bank Partnership Program and Servicing Agreement - The Company entered into a bank partnership program with Pathward, in August 11, 2020, which was subsequently amended and restated effective August 11, 2025.

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

based on thresholds specified in the agreements.

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

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

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

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

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

Lending under the partnership was launched in August 2021 and as of March 31, 2026, the Company has a commitment to purchase an additional $ 36.4 million of program loans based on originations through March 31, 2026.

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

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

Additional portfolio purchases are expected through February 2026.

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

The remaining portfolio was purchased on February 4, 2026.

Unfunded Loan Commitments - Unfunded loan commitments at March 31, 2026 and December 31, 2025 were insignificant.

Mexico Value-added Tax - In October 2023, the Company's Mexico subsidiary received notice from Mexico's Servicio de Administración Tributaria, the Mexican federal tax authority, for claims related to the alleged underpayment of value-added tax, including inflationary adjustments, fines and penalties for tax years 2017-2019.

The Company disputes that there were underpayments in any of those years, and intends to pursue all available administrative and legal avenues of appeal to assert its position.

No accrual related to this matter has been recorded as of September 30, 2025, as the Company believes it is not probable to be incurred.

No accrual related to this matter has been recorded as of March 31, 2026, as the Company believes it is not probable to be incurred.

However, it is reasonably possible the Company will be unsuccessful in asserting at least some of these claims, and for those claims, the Company believes it may be exposed to a liability ranging from zero to $ 5.1 million, consisting of $ 1.2 million of value-added tax and $ 3.9 million of inflationary adjustments, fines and penalties.

1 unchanged sentence

From time to time, the Company may bring or be subject to other legal proceedings and claims in the ordinary course of business, including legal proceedings with third parties asserting infringement of their intellectual property rights, consumer litigation, and regulatory proceedings.

Company is not presently a party to any other legal proceedings that, if determined adversely to the Company, would individually or taken together have a material adverse effect on its business, financial condition, cash flows or results of operations.

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

The Company is not presently a party to any other legal proceedings that, if determined adversely to the Company, would individually or taken together have a material adverse effect on its business, financial condition, cash flows or results of operations.

Related Party Transactions

6 unchanged sentences

Accordingly, Neuberger is deemed to be a beneficial owner of greater than ten percent of the Company's outstanding stock pursuant to generally accepted accounting principles.

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

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

During the year ended December 31, 2025, 3,937,168 warrants were exercised by Neuberger to purchase common stock, and no warrants were exercised during the three months ended March 31, 2026.

As of March 31, 2026 and December 31, 2025, Neuberger held outstanding and exercisable detachable warrants of 2,682,788 .

See Note 8, Borrowings for additional information on the Corporate Financing facility and Note 10, Stockholders' Equity for additional information on the warrants.

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

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

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

As part of this agreement, during the three months ended March 31, 2026, and as of December 31, 2025, no loans were transferred.

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

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

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

In addition, on April 2, 2025, the Company entered into a loan and security agreement with Neuberger, and certain other lenders, which was amended on October 8, 2025.

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

Borrowings under the loan and security agreement accrue interest at a rate no greater than Term SOFR plus a weighted average spread up to 3.18 %.

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

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

The following table represents the interest income earned from our loans receivable portfolio and interest expense on our debt instruments recorded on the Company’s Condensed Consolidated Statements of Operations (Unaudited) related to transactions with Neuberger.

Three Months Ended March 31,

(in thousands) 2026 2025

1 unchanged sentence

Secured borrowings 6,246 16,269

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

Total interest income $ 6,246 $ 16,269

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

Interest expense

2 unchanged sentences

Secured borrowings

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

Secured financing

Total interest expense $ 4,007 $ 11,656

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

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

The Company had Asset-backed borrowings at amortized cost of $ 147.2 million, Corporate Financing of $ 87.8 million, and Secured Financing of $ 3.8 million due to Neuberger as of September 30, 2025 and, Asset-backed borrowings at amortized cost of $ 247.9 million and Corporate Financing of $ 101.9 million due as of December 31, 2024.

The Company also had an insignificant amount of Interest and fee receivable, net and Other liabilities in its Condensed Consolidated Balance Sheets (Unaudited) as of September 30, 2025, related to these transactions.

The Company believes that it has executed all the transactions described herein on terms no less favorable to it than it could have obtained from unaffiliated third parties.

As of March 31, 2026 and December 31, 2025, Loans Receivable at Fair Value underlying the Secured borrowing were $ 78.2 million and $ 103.5 million, respectively, and Loans Receivable at Fair Value underlying the Secured Financing were $ 7.2 million and $ 8.1 million, respectively.

The Company had Asset-backed borrowings at amortized cost of $ 90.9 million, Corporate Financing of $ 72.5 million, and Secured Financing of $ 6.2 million due to Neuberger as of March 31, 2026 and $ 116.9 million, $ 71.8 million and $ 7.2 million, respectively, due as of December 31, 2025.

The Company also had an insignificant amount of Interest and fee receivable, net and Other liabilities in its Condensed Consolidated Balance Sheets (Unaudited) as of March 31, 2026 related to these transactions.

The Company believes that it has executed all the transactions described herein on terms no more or less favorable to it than it could have obtained from unaffiliated third parties.

Segment Reporting

6 unchanged sentences

Net income is the primary measure of segment profit and loss reviewed by CODM to assess business performance and strategy on allocation of resources, such as new product development and management’s compensation.

They also use to Net Income to review and approve the Company’s operating budget and financial forecasts.

Net income is reported on the unaudited Condensed Consolidated Statement of Operations as consolidated net income (loss).

The CODM also uses Net Income to review and approve the Company’s operating budget and financial forecasts.

Net income is reported on the unaudited Condensed Consolidated Statement of Operations as consolidated net income.

The measure of segment assets is presented on the unaudited Condensed Consolidated Balance Sheet as Total Assets.

Subsequent Events

2025-D Securitization

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

The 2025-D Securitization included five classes of fixed rate notes.

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

Securities Act of 1933, as amended, and were priced with a weighted average yield of 5.77 % per annum and a weighted average coupon of 5.69 % per annum.

Personal Loan Warehouse Facility

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

In connection with the PLW IV Warehouse Facility, Oportun PLW IV Trust (the “Borrower”), a subsidiary of the Company, entered into a Loan and Security Agreement (the “Loan and Security Agreement”) with certain lenders from time to time party thereto (the “Lenders”), Wilmington Trust, National Association as collateral agent, administrative agent, paying agent, securities intermediary and depositary bank.

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

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements