What changed in this filing

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Item 5. Other Information

2026-05-08 compared with 2025-11-05 · 24 added, 31 removed, 56 unchanged (50% of the section changed)

1 unchanged sentence

Securities Trading Plans of Directors and Executive Officers

During the three months ended September 30, 2025, none of our directors or officers adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

During the three months ended March 31, 2026, none of our directors or officers adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Terms and abbreviations used in this report are defined below.

Term or Abbreviation Definition

30+ Day Delinquency Rate Unpaid principal balance for our owned loans and credit card receivables that are 30 or more calendar days contractually past due as of the end of the period divided by Owned Principal Balance as of such date

30+ Day Delinquency Rate Unpaid principal balance for our owned loans that are 30 or more calendar days contractually past due as of the end of the period divided by Owned Principal Balance as of such date

Adjusted EBITDA Adjusted EBITDA is a non-GAAP financial measure calculated as net income (loss), adjusted to eliminate the effect of the following items:

3 unchanged sentences

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 Net Income Adjusted Net Income is a non-GAAP financial measure calculated by adjusting our net income (loss) 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 Expense

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Adjusted Operating Expense Ratio is a non-GAAP financial measure calculated as Adjusted Operating Expense divided by Average Daily Principal Balance

Aggregate Originations Aggregate amount disbursed to borrowers and credit granted on credit cards during a specified period, including amounts originated by us through our Lending as a Service partners or under our bank partnership programs.

Aggregate Originations Aggregate amount disbursed to borrowers during a specified period, including amounts originated by us through our Lending as a Service partners or under our bank partnership programs.

Aggregate Originations exclude any fees in connection with the origination of a loan

Annualized Net Charge-Off Rate Annualized loan and credit card principal losses (net of recoveries) divided by the Average Daily Principal Balance of owned loans and credit card receivables for the period

Annualized Net Charge-Off Rate Annualized loan principal losses (net of recoveries) divided by the Average Daily Principal Balance of owned loans receivables for the period

APR Annual Percentage Rate

Average Daily Debt Balance Average of outstanding debt principal balance at the end of each calendar day during the period

Average Daily Principal Balance Average of outstanding principal balance of owned loans and credit cards receivable at the end of each calendar day during the period

Average Daily Principal Balance Average of outstanding principal balance of owned loans at the end of each calendar day during the period

Board Oportun’s Board of Directors

Corporate Financing Senior secured term loan secured by the assets of the Company and certain of its subsidiaries guaranteeing the term loan, including pledges of the equity interests of certain subsidiaries that are directly or indirectly owned by the Company funded pursuant to the Credit Agreement, dated as of September 14, 2022, by and among the Company, Wilmington Trust, National Association, and the lenders party thereto (as amended), which was terminated on November 14, 2024, and the Credit Agreement, dated as of October 23, 2024, by and among the Company, Wilmington Savings Fund Society, FSB, and the lenders party thereto.

Included in "Acquisition and corporate financing" on the Condensed Consolidated Balance Sheets (Unaudited).

Cost of Debt Annualized interest expense divided by Average Daily Debt Balance

Credit Card Warehouse (or "CCW") Revolving credit card warehouse debt facility, collateralized by credit card accounts.

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

GAAP Generally Accepted Accounting Principles

1 unchanged sentence

Loans Receivable at Fair Value All loans receivable held for investment.

Loans Receivable at Fair Value include loans receivable on our unsecured and secured personal loan products and credit card receivable balances

Managed Principal Balance at End of Period Total amount of outstanding principal balance for all loans and credit card receivables, including loans sold, which we continue to service, at the end of the period.

Loans Receivable at Fair Value include loans receivable on our unsecured and secured personal loan products balances

Managed Principal Balance at End of Period Total amount of outstanding principal balance for all loans receivables, including loans sold, which we continue to service, at the end of the period.

Managed Principal Balance at End of Period also includes loans and accounts originated under a bank partnership program that we service

2 unchanged sentences

Total operating expenses divided by Average Daily Principal Balance

Asset-backed residual certificate secured by certain residual cash flows of the Company's securitizations.

The financing was used to partially fund the cash consideration for the Digit acquisition.

The financing was terminated on November 14, 2024.

Owned Principal Balance at End of Period Total amount of outstanding principal balance for all loans and credit card receivables, excluding loans and receivables sold or loans retained by a bank partner, at the end of the period

Owned Principal Balance at End of Period Total amount of outstanding principal balance for all loans receivables, excluding loans and receivables sold or loans retained by a bank partner, at the end of the period

Personal Loan Warehouse (or "PLW") Revolving personal loan warehouse debt facilities, collateralized by unsecured personal loans and secured personal loans.

Included as "Secured Financing" on the Consolidated Balance Sheets

Included as "Secured Financing" on the Condensed Consolidated Balance Sheets (Unaudited).

Portfolio Yield Annualized interest income as a percentage of Average Daily Principal Balance

1 unchanged sentence

Purchases and cash advances, reduced by returns and principal payments received and principal charge-offs to date for our credit cards

Term or Abbreviation Definition

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

4 unchanged sentences

Exhibit Filing Date Filed Herewith

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

001-39050 3.1 7/18/2025

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

001-39050 3.2 7/18/2025

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

001-39050 10.1 7/14/2025

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

and Pathward, National Association , dated as of August 11, 202 5 .

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

and Pathward, National Association, dated as of S eptember 26 , 2025.

Indenture between Oportun Issuance Trust 2025- C and Wilmington Trust, National Association, dated as of August 21 , 2025.

Transition Agreement dated January 21 , 2026

8-K 001-39050 10.1 1/21/2026

Offer Letter with Doug Bland , dated April 15 , 2026

8-K 001-39050 10.1 4/17/2026

Amended and Restated 2021 Inducement Equity Incentive Plan, and Form of RSU Award Agreement

8-K 001-39050 10.2 4/17/2026

Form of Performance-Based RSU Award Agreement under the Amended and Restated 2021 Inducement Equity Incentive Plan

8-K 001-39050 10.3 4/17/2026

Office of CEO Employment Letter with Gaurav Rana, dated April 4, 2026

Office of CEO Employment Letter with Kathleen Layton , dated April 4, 2026

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

10 unchanged sentences

The registrant agrees to furnish supplementally to the SEC a copy of any omitted schedule or exhibit upon request by the SEC.

Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K by means of marking such portions with asterisks because the registrant has determined that the information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

+ Management contract or compensatory plan.

** The certifications attached as Exhibit 32.1 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

2 unchanged sentences

OPORTUN FINANCIAL CORPORATION

November 5, 2025 By:

May 8, 2026 By:

/s/ Joseph Schueller

3 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-Q

Item 5. Other Information