Item 5. Other Information
Item 5. Other Information
Securities Trading Plans of Directors and Executive Officers
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.
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GLOSSARY
Terms and abbreviations used in this report are defined below.
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Term or Abbreviation Definition
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: income tax expense (benefit), stock-based compensation expense, depreciation and amortization, interest expense from corporate financing facilities, including the senior secured term loan and the residual financing facility, certain non-recurring charges, and fair value mark-to-market adjustments
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 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) 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
Adjusted Operating Expense is a non-GAAP financial measure calculated by adjusting total operating expenses to exclude stock-based compensation expense and certain non-recurring charges
Adjusted Operating Expense Ratio
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 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 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 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
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 to new and returning borrowers during a period
GAAP Generally Accepted Accounting Principles
Leverage Average Daily Debt Balance, excluding Corporate Financing, divided by Average Daily Principal Balance
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 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
Net Revenue Net Revenue is calculated by subtracting interest expense from total revenue and adding the net increase (decrease) in fair value
Operating Expense Ratio
Total operating expenses divided by Average Daily Principal Balance
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 Condensed Consolidated Balance Sheets (Unaudited).
Portfolio Yield Annualized interest income as a percentage of Average Daily Principal Balance
Principal Balance Original principal balance reduced by principal payments received and principal charge-offs to date for our personal loans. Purchases and cash advances, reduced by returns and principal payments received and principal charge-offs to date for our credit cards
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 was collateralized by credit card accounts until it was terminated on November 10, 2024.
Weighted Average Interest Rate Annualized interest expense as a percentage of average debt
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Item 6. Exhibits
Incorporated by Reference
Exhibit Description Form File No. Exhibit Filing Date Filed Herewith
10.1+
Transition Agreement dated January 21 , 2026
8-K 001-39050 10.1 1/21/2026
10.2+*
Offer Letter with Doug Bland , dated April 15 , 2026
8-K 001-39050 10.1 4/17/2026
10.3+
Amended and Restated 2021 Inducement Equity Incentive Plan, and Form of RSU Award Agreement
8-K 001-39050 10.2 4/17/2026
10.4+
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
10.5+
Office of CEO Employment Letter with Gaurav Rana, dated April 4, 2026
x
10.6+
Office of CEO Employment Letter with Kathleen Layton , dated April 4, 2026
x
31.1 Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer and Director of Oportun Financial Corporation
x
31.2
Rule 13a-14(a)/15d-14(a) Certification of the Principal Financial Officer, Principal Accounting Officer and SVP, Finance - Controller of Oportun Financial Corporation
x
32.1** Section 1350 Certifications
x
101 Interactive data files pursuant to Rule 405 of Regulation S-T:
(i) Condensed Consolidated Balance Sheets,
(ii) Condensed Consolidated Statements of Operations and Comprehensive Income,
(iii) Condensed Consolidated Statements of Changes in Stockholders' Equity,
(iv) Condensed Consolidated Statements of Cash Flows, and
(v) Notes to the Condensed Consolidated Financial Statements
104 Cover Page Interactive Data File in Inline XBRL format (Included in Exhibit 101).
* Certain portions of this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally to the SEC a copy of any omitted schedule or exhibit upon request by the SEC.
+ 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.
The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
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Signature
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the date set forth below.
OPORTUN FINANCIAL CORPORATION
(Registrant)
Date: May 8, 2026 By: /s/ Joseph Schueller
Joseph Schueller
Senior Vice President, Finance – Controller
(Principal Financial Officer, Principal Accounting Officer and duly authorized signatory of the Registrant)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.