What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-08-06 compared with 2026-05-08 · 149 added, 124 removed, 555 unchanged (33% of the section changed)

66 unchanged sentences

With intelligent borrowing, savings, and budgeting capabilities, we empower members with the confidence to build a better financial future .

By intentionally designing our products to help solve the financial health challenges facing a majority of people in the U.S., we believe our business is well positioned for significant growth in the future.

By intentionally designing our products to help solve the financial health challenges facing people in the U.S., we believe our business is well positioned for significant growth in the future.

We take a holistic approach to serving our members and view it as our purpose to responsibly meet their current capital needs, help grow our members’ financial profiles, increase their financial awareness and put them on a path to a financially healthy life.

7 unchanged sentences

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

As of March 31, 2026, our personal lending products are also available over the phone or through our 126 retail locations, and 460 of our Lending as a Service partner locations.

As of June 30, 2026, our personal lending products are also available over the phone or through our 125 retail locations, and 459 of our Lending as a Service partner locations.

Credit Products

4 unchanged sentences

We charge fixed interest rates on our loans, which vary based on the amount disbursed, applicable state law, and other factors.

As of March 31, 2026, for all active loans in our portfolio and at time of disbursement, the weighted average term and APR at origination was 38 months and 35.3%, respectively.

The average loan size for loans we originated during the three months ended March 31, 2026 was $3,360.

As of March 31, 2026, we originated unsecured personal loans in 41 states, primarily through our partnership with Pathward, N.A.

As of June 30, 2026, for all active loans in our portfolio and at time of disbursement, the weighted average term and APR at origination was 38 months and 35.4%, respectively.

The average loan size for loans we originated during the three months ended June 30, 2026 was $3,365.

As of June 30, 2026, we originated unsecured personal loans in 41 states, primarily through our partnership with Pathward, N.A.

(“Pathward”).

1 unchanged sentence

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

The average loan size for secured personal loans we originated during the three months ended March 31, 2026 was $6,607.

As of March 31, 2026, for all active loans in our portfolio and at time of disbursement, the weighted average term and APR at origination was 46 months and 33.0%, respectively.

The average loan size for secured personal loans we originated during the three months ended June 30, 2026 was $6,585.

As of June 30, 2026, for all active loans in our portfolio and at time of disbursement, the weighted average term and APR at origination was 45 months and 33.1%, respectively.

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

20 unchanged sentences

We monitor and evaluate the following key metrics in order to measure our current performance, develop and refine our growth strategies, and make strategic decisions.

The following table and related discussion set forth key financial and operating metrics for our operations as of and for the three months ended March 31, 2026 and 2025 .

The following table and related discussion set forth key financial and operating metrics for our operations as of and for the three months ended June 30, 2026 and 2025 .

As of or for the Three Months

Ended March 31,

Ended June 30,

As of or for the Six Months

Ended June 30,

(in thousands of dollars) 2026 2025 2026 2025

3 unchanged sentences

30+ Day Delinquency Rate

4.0 % 4.4 % 4.0 % 4.4 %

Annualized Net Charge-Off Rate

9 unchanged sentences

Aggregate Originations

Aggregate Originations decreased to $416.9 million for the three months ended March 31, 2026 from $469.4 million for the three months ended March 31, 2025, representing an 11.2% decrease.

The decrease was primarily due to lower originations from new members in line with our continued conservative credit posture;

this was partially offset by an increase in average loan size.

Aggregate Originations increased to $487.7 million for the three months ended June 30, 2026 from $480.8 million for the three months ended June 30, 2025, representing an 1.5% increase .

Aggregate Originations decreased to $904.7 million for the six months ended June 30, 2026 from $950.2 million for the six months ended June 30, 2025, representing an 4.8% decrease.

The decrease is primarily driven by lower originations from new customers as a result of credit tightening in response to macro-economic and geopolitical factors.

Portfolio Yield

Portfolio yield decreased to 32.1% for the three months ended March 31, 2026, from 33.0% for the three months ended March 31, 2025.

The decrease was driven by reduced originations in line with our continued conservative credit posture .

Portfolio yield increased to 33.3% for the three months ended June 30, 2026, from 32.8% for the three months ended June 30, 2025, and decreased to 32.7% for the six months ended June 30, 2026, from 32.9% for the six months ended June 30, 2025.

30+ Day Delinquency Rate

Our 30+ Day Delinquency Rate was 4.5% and 4.7% as of March 31, 2026 and 2025, respectively.

The decrease primarily reflected our increased focus, beginning in the third quarter of 2025, on originations to returning members, which favorably impacted 30+ day delinquency performance.

Our 30+ Day Delinquency Rate improved to 4.0% from 4.4% as of June 30, 2026 and 2025, respectively

Annualized Net Charge-Off Rate

Annualized Net Charge-Off Rate for the three months ended March 31, 2026 and 2025 was 12.7% and 12.2%, respectively, up 46 basis points .

Higher costs for food, fuel, and rent along with macro-economic and geopolitical uncertainty have continued to put pressure on our members through March 31, 2026.

Annualized Net Charge-Off Rate for the three months ended June 30, 2026 and 2025 was 12.0% and 11.9% , respectively, up 12 basis points .

Higher costs for food, fuel, and rent along with macro-economic and geopolitical uncertainty have continued to put pressure on our members through June 30, 2026.

The increase was also primarily attributable to a higher proportion of loans originated to new members during the first half of 2025.

Annualized Net Charge-Off Rate for the six months ended June 30, 2026 and 2025 was 12.3% and 12.0%, respectively , up 30 basis points.

The increase was also primarily attributable to a higher proportion of loans originated to new members during the first half of 2025.

Historical Credit Performance

2 unchanged sentences

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

The Annualized Net Charge-Off Rate for the three months ended March 31, 2026 and 2025 was 12.7% and 12.2%, respectively;

The Annualized Net Charge-Off Rate for the three months ended June 30, 2026 and 2025 was 12.0% and 11.9%, respectively;

the increase was primarily attributable to a higher percentage of new loan disbursements in the fourth quarter of 2024 and the first and second quarters of 2025.

On a dollar basis, for the three months ended March 31, 2026, Net Charge-offs increased by $3.6 million, while our Average Daily Principal Balance increased by 0.6%, when compared to the three months ended March 31, 2025.

On a dollar basis, for the three months ended June 30, 2026, Net Charge-offs increased by $0.1 million, while our Average Daily Principal Balance decreased by 0.9%, when compared to the three months ended June 30, 2025.

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

*Numbers shown reflect year-to-date amounts for the three months ended March 31, for the indicated fiscal year.

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

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

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

Net lifetime loan loss rates equal the net lifetime loan losses for a given year through March 31, 2026, divided by the total origination loan volume for that year.

Net lifetime loan loss rates equal the net lifetime loan losses for a given year through June 30, 2026, divided by the total origination loan volume for that year.

The below chart and table show our net lifetime loan loss rate for each annual vintage of our personal loan product since 2015, excluding loans originated from July 2017 to August 2020 and beginning December 2023 under a loan program for borrowers who did not meet the qualifications for our core loan origination program;

3 unchanged sentences

Dollar weighted average original term for vintage in months 24.2 26.3 29.0 30.0 32.0 33.3 37.8 39.2 35.6 33.7

Net lifetime loan losses as of March 31, 2026 as a percentage of original principal balance 8.0% 8.2% 9.8% 10.8% 9.0% 18.4% 22.2%* 14.9%* 8.0%* 0.0%*

Outstanding principal balance as of March 31, 2026 as a percentage of original amount disbursed —% —% —% —% 0.1% 0.6% 4.5% 20.6% 45.2% 90.0%

Net lifetime loan losses as of June 30, 2026 as a percentage of original principal balance 8.0% 8.2% 9.8% 10.8% 9.0% 18.4% 22.4%* 15.7%* 9.8%* 2.1%*

Outstanding principal balance as of June 30, 2026 as a percentage of original amount disbursed —% —% —% —% 0.1% 0.6% 3.1% 15.6% 36.1% 78.0%

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

14 unchanged sentences

Results of Operations

The following tables and related discussion set forth our Condensed Consolidated Statements of Operations (Unaudited) for each of the three months ended March 31, 2026 and 2025.

Three Months Ended March 31,

The following tables and related discussion set forth our Condensed Consolidated Statements of Operations (Unaudited) for each of the three and six months ended June 30, 2026 and 2025.

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

(in thousands of dollars) 2026 2025 2026 2025

17 unchanged sentences

Three Months Ended

Period-to-period Change Six Months Ended

Period-to-period Change

8 unchanged sentences

Interest Income.

Total interest income decreased by $4.6 million, or 2.1%, from $220.2 million for the three months ended March 31, 2025 to $215.7 million for the three months ended March 31, 2026.

The decrease is primarily attributable to a decrease in portfolio yield of 87 basis points in the three months ended March 31, 2026 compared to the three months ended March 31, 2025, driven by a reduction in origination fees resulting from lower origination volume.

The decrease was partially offset by a $16.4 million, or 0.6% , increase in our Average Daily Principal Balance for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Total interest income increased by $1.0 million, or 0.5%, from $218.3 million for the three months ended June 30, 2025 to $219.3 million for the three months ended June 30, 2026.

Total interest income decreased by $3.6 million, or 0.8%, from $438.5 million for the six months ended June 30, 2025 to $434.9 million for the six months ended June 30, 2026.

This decrease was primarily due to a decrease in portfolio yield of 22 basis points in the six months ended June 30, 2026 compared to the six months ended June 30, 2025, driven by a reduction in billed interest, partially offset by an increase in origination fees.

Non-interest income.

Total non-interest income decreased by $2.6 million, or 16.5%, from $15.7 million for the three months ended March 31, 2025 to $13.1 million for the three months ended March 31, 2026.

The decrease is primarily due to a $1.9 million decrease in fees related to our Pathward program and a $0.6 million decrease related to interest earned on our Set & Save product.

Total non-interest income decreased by $2.1 million, or 13.1%, from $16.1 million for the three months ended June 30, 2025 to $14.0 million for the three months ended June 30, 2026.

This decrease is primarily due to a $2.1 million decrease in servicing fees related to our Pathward program.

Total non-interest income decreased by $4.7 million, or 14.8%, from $31.7 million for the six months ended June 30, 2025 to $27.1 million for the six months ended June 30, 2026.

This decrease is primarily due to a $3.9 million decrease in servicing fees related to our Pathward program and $1.0 million decrease related to interest earned on our Set & Save product;

this was partially offset by other factors.

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

1 unchanged sentence

Three Months Ended

Period-to-period Change Six Months Ended

Period-to-period Change

3 unchanged sentences

Cost of Debt 6.3 % 8.6 % 6.7 % 8.4 %

Interest expense decreased by $9.4 million, or 16.4%, from $57.4 million for the three months ended March 31, 2025 to $48.0 million for the three months ended March 31, 2026.

Our interest expense decrease is primarily due to 116 basis point decrease in Cost of Debt driven by paydowns and redemptions of our higher cost asset-backed notes recorded at fair value primarily through issuances of lower cost asset-backed notes at amortized cost and continued paydowns of the Corporate Financing.

Interest expense decreased by $17.6 million, or 29.6%, from $59.5 million for the three months ended June 30, 2025 to $41.9 million for the three months ended June 30, 2026.

Our interest expense decrease is primarily due to a 228 basis point decrease in our Cost of Debt driven by improvements from revised cash flow estimates in our Asset-backed borrowings at amortized cost, reductions of higher-cost Asset-backed borrowings at amortized cost, and continued paydowns of the Corporate financing.

Our Average Daily Debt Balance decreased from $2.78 billion for the three months ended June 30, 2025 to $2.67 billion for the three months ended June 30, 2026, a decrease of 4.1%.

Interest expense decreased by $27.0 million, or 23.1%, from $116.9 million for the six months ended June 30, 2025 to $89.9 million for the six months ended June 30, 2026.

The decrease was driven by a 172 basis point decrease in our Cost of Debt, partially offset by a decline in our Average Daily Debt Balance.

Our Average Daily Debt Balance decreased from $2.81 billion for the six months ended June 30, 2025 to $2.71 billion for the six months ended June 30, 2026, a decrease of 3.3%.

The cost of debt has decreased primarily due to improvements from revised cash flow estimates in our Asset-backed borrowings at amortized cost, reduction of higher-cost and issuance of lower-cost Asset-backed borrowings at amortized cost, fewer draws on our Secured financing, and continued paydowns of the Corporate financing.

See Note 8, Borrowings , in the Notes to the Condensed Consolidated Financial Statements (Unaudited) included elsewhere in this report for further information on our Interest expense and our Secured financing and asset-backed notes.

8 unchanged sentences

Three Months Ended

Period-to-period Change Six Months Ended

Period-to-period Change

19 unchanged sentences

* Not meaningful

Net decrease in fair value for the three months ended March 31, 2026 was $85.9 million.

This amount represents a total fair value mark-to-market decrease of $0.8 million on Loans Receivable at Fair Value, asset-backed notes, and our derivative assets.

The total fair value mark-to-market adjustment consists of a $(0.7) million mark-to-market adjustment on Loans Receivable at Fair Value due to (a) an increase in remaining cumulative charge-offs from 12.28% as of December 31, 2025 to 12.29% as of March 31, 2026, offset by (b) a decrease in the discount rate from 6.26% as of December 31, 2025 to 6.24% as of March 31, 2026.

The $1.4 million mark-to-market adjustment on asset-backed notes is due to falling rates and narrowing asset-backed securitization spreads.

Net decrease in fair value for the three months ended March 31, 2025 was $72.7 million.

This amount represents a total fair value mark-to-market increase of $4.9 million on Loans Receivable at Fair Value, asset-backed notes, and our derivative assets.

The total fair value mark-to-market adjustment consists of a $12.4 million mark-to-market adjustment on Loans Receivable at Fair Value due to (a) a decrease in the discount rate from 7.92% as of December 31, 2024 to 7.69% as of March 31, 2025, offset by (b) a decrease in average life from 1.11 years as of December 31, 2024 to 1.10 years as of March 31, 2025 and (c) an increase in remaining cumulative charge-offs from 11.68% as of December 31, 2024 to 11.83% as of March 31, 2025.

The $(7.9) million mark-to-market adjustment on asset-backed notes is due to falling rates and narrowing asset-backed securitization spreads.

Risk Factors for further discussion of the risks associated with our fair value elections on our financial statements.

Net decrease in fair value for the three months ended June 30, 2026 was $85.7 million.

This amount represents $79.0 million of charge-offs, net of recoveries on Loans Receivable at Fair Value and a total fair value mark-to-market decrease of $6.6 million.

The total fair value mark-to-market adjustment consists of a $(5.6) million mark-to-market adjustment on Loans Receivable at Fair Value due to (a) a increase in the discount rate from

6.24% as of March 31, 2026 to 6.30% as of June 30, 2026 , partially offset by (b) an decrease in remaining cumulative charge-offs from 12.29% as of March 31, 2026 to 12.22% as of June 30, 2026 .

The $1.0 million mark-to-market loss on asset-backed notes is due to amortization of the principal balance and tighter credit spreads, partially offset by higher medium-term interest rates.

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

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

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

The $3.4 million mark-to-market loss on asset-backed notes is due to lower medium-term interest rates and tighter credit spreads.

Net decrease in fair value for the six months ended June 30, 2026 was $171.6 million.

This amount represents a total fair value mark-to-market decrease of $7.5 million, and $163.9 million of charge-offs, net of recoveries on Loans Receivable at Fair Value.

The total fair value mark-to-market adjustment consists of a $(6.3) million mark-to-market adjustment on Loans Receivable at Fair Value due t o (a) a increase in discount rate from 6.26% as of December 31, 2025 to 6.30% as of June 30, 2026 , partially offset by (b) an decrease in remaining cumulative charge-offs from 12.28% as of December 31, 2025 to 12.22% as of June 30, 2026, and (c) a decrease in average life from 1.06 years as of December 31, 2025 to 1.04 years as of June 30, 2026.

The $2.5 million mark-to-market loss on asset-backed notes is due amortization of the principal balance and tighter credit spreads, partially offset by higher medium-term interest rates.

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

This amount represents a total fair value mark-to-market increase of $10.7 million, and $160.3 million of charge-offs, net of recoveries on Loans Receivable at Fair Value.

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

The $11.3 million mark-to-market loss on asset-backed notes is due to lower medium-term interest rates and tighter credit spreads.

Charge-offs, net of recoveries

Three Months Ended

Period-to-period Change Six Months Ended

Period-to-period Change

3 unchanged sentences

Annualized Net Charge-Off Rate 12.0 % 11.9 % 12.3 % 12.0 %

Charge-Offs, net of recoveries increased by $3.6 million for the three months ended March 31, 2026 .

The Annualized Net Charge-Off Rate increase was primarily attributable to a higher percentage of new loan disbursements in the fourth quarter of 2024 and the first and second quarters of 2025.

Charge-Offs, net of recoveries increased by $0.1 million for the three months ended June 30, 2026 and increased by $3.7 million for the six months ended June 30, 2026 .

The Annualized Net Charge-Off Rate increase for the six months ended June 30, 2026 was primarily attributable to a higher percentage of new loan disbursements in the fourth quarter of 2024 and the first and second quarters of 2025.

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

12 unchanged sentences

Three Months Ended

Period-to-period Change Six Months Ended

Period-to-period Change

2 unchanged sentences

Percentage of total revenue 13.8 % 15.6 % 14.4 % 15.5 %

Technology and facilities expense decreased by $2.3 million, or 6.3%, from $36.4 million for the three months ended March 31, 2025 to $34.1 million for the three months ended March 31, 2026.

The decrease is primarily due to a $2.1 million decrease driven by reduced amortization costs in internally developed software.

Technology and facilities expense decreased by $4.4 million, or 11.9%, from $36.6 million for the three months ended June 30, 2025 to $32.3

million for the three months ended June 30, 2026.

The decrease is primarily due to a $1.9 million decrease driven by reduced amortization costs in internally developed software, $1.5 million decrease in technology services and software costs, and $0.7 million decrease due to our strategy to lower contractor spending.

Technology and facilities expense decreased by $6.7 million, or 9.1%, from $73.1 million for the six months ended June 30, 2025 to $66.4 million for the six months ended June 30, 2026.

The decrease is primarily due to a $5.1 million decrease primarily driven by reduced amortization and increased capitalization of costs relating to internally developed software and $1.2 million decrease due to our strategy to lower contractor spending.

Sales and marketing

3 unchanged sentences

Three Months Ended

Period-to-period Change Six Months Ended

Period-to-period Change

4 unchanged sentences

$ 127 $ 115 $ 12 10.4 % $ 130 $ 127 $ 3 2.4 %

Sales and marketing expense to acquire our members decreased by $3.9 million, or 19.8%, from $19.9 million for the three months ended March 31, 2025 to $15.9 million for the three months ended March 31, 2026.

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

As a result of our decrease in sales and marketing expense during the three months ended March 31, 2026, our CAC decreased by 3.6%, from $139 for the three months ended March 31, 2025 to $134 for the three months ended March 31, 2026.

Sales and marketing expenses to acquire our members decreased by $0.5 million , or 2.7%, from $18.1 million for the three months ended June 30, 2025 to $17.6 million for the three months ended June 30, 2026.

As a result of our decrease in number of loans originated, partially offset by our decrease in our Sales and marketing expense, during the three months ended June 30, 2026, our CAC increased by 10.4% from $115 for the three months ended June 30, 2025 to $127 for the three months ended June 30, 2026.

Sales and marketing expenses to acquire our members decreased by $4.4 million, or 11.6%, from $38.0 million for the six months ended June 30, 2025 to $33.5 million for the six months ended June 30, 2026 .

The decrease was primarily attributable to a decrease in our direct mail marketing and lower marketing analytic costs.

Primarily as a result of our decrease in number of loans originated, partially offset by our decrease in our Sales and marketing expense, during the six mont hs ended June 30, 2026 , our CAC increased by 2.4% from $127 for the six months ended June 30, 2025 to $130 for the six months ended June 30, 2026 .

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

Three Months Ended

Period-to-period Change Six Months Ended

Period-to-period Change

2 unchanged sentences

Percentage of total revenue 10.5 % 8.6 % 10.8 % 8.8 %

Personnel expense increased by $4.6 million, or 21.8%, from $21.0 million for the three months ended March 31, 2025 to $25.5 million for the three months ended March 31, 2026 primarily due to CEO transition costs and increased wages and salaries driven by increased headcount related to internal collections.

Personnel expense increased by $4.3 million, or 21.1%, from $20.2 million for the three months ended June 30, 2025 to $24.5 million for the three months ended June 30, 2026, primarily due to executive transition costs and increased wages, salaries, bonuses.

Personnel expense increased by $8.8 million, or 21.4%, from $41.2 million for the six months ended June 30, 2025 to $50.0 million for the six months ended June 30, 2026, primarily due to executive transition costs and increased wages, salaries, and bonuses driven by increased headcount related to internal collections.

Outsourcing and professional fees

4 unchanged sentences

Three Months Ended

Period-to-period Change Six Months Ended

Period-to-period Change

2 unchanged sentences

Percentage of total revenue 4.1 % 4.1 % 4.0 % 3.8 %

Outsourcing and professional fees increased by $0.7 million, or 8.6%, from $8.0 million for the three months ended March 31, 2025 to $8.7 million for the three months ended March 31, 2026 primarily due to additional credit reporting services, such as income verification and fraud detection.

Outsourcing and professional fees decreased by $0.1 million, or 0.5%, from the three months ended June 30, 2025 to the three months ended June 30, 2026.

Outsourcing and professional fees increased by $0.6 million, or 3.6%, from $17.7 million for the six months ended June 30, 2025 to $18.4 million for the six months ended June 30, 2026.

The increase is primarily attributable to a $1.0 million increase in professional services primarily relating to CEO search and $0.6 million increase in debt recovery and court filing fees;

partially offset by $1.0 million decrease in debt financing fees.

General, administrative and other

2 unchanged sentences

Three Months Ended

Period-to-period Change Six Months Ended

Period-to-period Change

2 unchanged sentences

Percentage of total revenue 2.6 % 4.2 % 2.8 % 3.6 %

General, administrative and other expense decreased by $0.4 million, or 4.9%, from $7.4 million for the three months ended March 31, 2025 to $7.0 million for the three months ended March 31, 2026.

General, administrative and other expense decreased by $3.8 million, or 38.9%, from $9.8 million for the three months ended June 30, 2025 to $6.0 million for the three months ended June 30, 2026, primarily due to a $2.4 million decrease related to shareholder activism expenses and $0.8 million decrease in fees paid from loan purchases as part of our bank partnership program.

General, administrative and other expense decreased by $4.2 million, or 24.3%, from $17.1 million for the six months ended June 30, 2025 to $13.0 million for the six months ended June 30, 2026, primarily due to a $2.5 million decrease related to shareholder activism expenses and $1.5 million decrease in fees paid from loan purchases as part of our bank partnership program.

Income taxes consist of U.S.

federal, state and foreign income taxes, if any.

For the periods ended March 31, 2026 and 2025, we recognized tax expense attributable to U.S.

For the periods ended June 30, 2026 and 2025, we recognized tax expense attributable to U.S.

federal, state and foreign income taxes.

Three Months Ended

Period-to-period Change Six Months Ended

Period-to-period Change

3 unchanged sentences

Effective tax rate 45.4 % 32.0 % 43.3 % 28.5 %

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 due to lower pretax income for the three months ended March 31, 2026 .

Income tax expense increased by $3.9 million or 119%, from $3.2 million for the three months ended June 30, 2025 to $7.1 million for the three months ended June 30, 2026, primarily due to higher pre-tax income, resolving a state tax settlement, and increasing the reserve for unrecognized tax benefits.

Income tax expense increased by $1.7 million or 25%, from $6.6 million for the six months ended June 30, 2025 to $8.3 million for the six months ended June 30, 2026, primarily due to resolving a state tax settlement and increasing the reserve for unrecognized tax benefits.

Valuation Allowance .

As of March 31, 2026 , we have $65.4 million of U.S.

As of June 30, 2026 , we have $61.3 million of U.S.

net deferred tax assets, of which $58.7 million is related to the tax-effected net operating losses, tax credits, and other carryforwards that can be used to offset future U.S.

35 unchanged sentences

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

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

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

2026 2025 2026 2025

Fair value mark-to-market adjustment on Loans Receivable at Fair Value (1)

$ (5,588) $ 9,087 $ (6,256) $ 21,456

Fair value mark-to-market adjustment on asset-backed notes (1,029) (3,371) (2,458) (11,256)

Fair value mark-to-market adjustment on derivatives — 18 $ 1,248 $ 450

Total fair value mark-to-market adjustment $ (6,617) $ 5,734 $ (7,466) $ 10,650

(1) The fair value mark-to-market adjustment on Loans Receivable at Fair Value excludes mark-to-market adjustments associated with loans sold.

See the section titled Net decrease in fair value in the Results of Operations section for additional information regarding the fair value mark on loans sold.

Non-GAAP Financial Measures

18 unchanged sentences

• We also exclude fair value mark-to-market adjustments on the loans receivable portfolio and asset-backed notes carried at fair value because these adjustments do not impact cash.

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

Three Months Ended March 31,

Fair value mark-to-market adjustment on Loans Receivable at Fair Value (1)

$ (668) $ 12,369

Fair value mark-to-market adjustment on asset-backed notes (1,429) (7,885)

Fair value mark-to-market adjustment on derivatives 1,248 432

Total fair value mark-to-market adjustment $ (849) $ 4,916

(1) The fair value mark-to-market adjustment on Loans Receivable at Fair Value excludes mark-to-market adjustments associated with loans sold.

See the section titled Net decrease in fair value in the Results of Operations section for additional information regarding the fair value mark on loans sold.

The following table presents a reconciliation of net income to Adjusted EBITDA for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

The following table presents a reconciliation of net income to Adjusted EBITDA for the three and six months ended June 30, 2026 and 2025:

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

Adjusted EBITDA (in thousands)

2026 2025 2026 2025

$ 8,536 $ 6,877 $ 10,881 $ 16,644

Income tax expense 7,084 3,231 8,300 6,623

Interest on corporate financing

5,992 9,437 12,962 19,166

Depreciation and amortization 8,823 10,715 17,823 21,783

3 unchanged sentences

Adjusted EBITDA $ 48,564 $ 31,190 $ 77,924 $ 64,723

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

Adjusted Net Income

6 unchanged sentences

• We believe it is useful to exclude stock-based compensation expense because it is a non-cash charge.

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

The following table presents a reconciliation of net income to Adjusted Net Income for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

• We also exclude the fair value mark-to-market adjustment on our asset-backed notes carried at fair value.

The following table presents a reconciliation of net income to Adjusted Net Income for the three and six months ended June 30, 2026 and 2025:

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

Adjusted Net Income (in thousands) 2026 2025 2026 2025

4 unchanged sentences

Mark-to-market adjustment on asset-backed notes

1,029 3,371 2,458 11,256

Adjusted income before taxes

3 unchanged sentences

Income tax rate 27.0 % 27.0 % 27.0 % 27.0 %

27.0 % 27.0 %

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

(2) Income tax rate for the three months ended March 31, 2026 and 2025 is based on a normalized statutory rate.

(1) Income tax rate for the three and six months ended June 30, 2026 and 2025 is based on a normalized statutory rate.

Adjusted Earnings Per Share (“Adjusted EPS”)

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

The following table presents a reconciliation of diluted EPS to Diluted Adjusted EPS for the three months ended March 31, 2026 and 2025.

The following table presents a reconciliation of Diluted EPS to Diluted Adjusted EPS for the three and six months ended June 30, 2026 and 2025.

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

Three Months Ended March 31,

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

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

12 unchanged sentences

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

The following table presents a reconciliation of Return on Equity to Adjusted Return on Equity as of and for the three months ended March 31, 2026 and 2025.

The following table presents a reconciliation of Return on Equity to Adjusted Return on Equity as of and for the three and six months ended June 30, 2026 and 2025.

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

As of or for the Three Months Ended March 31,

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

(in thousands) 2026 2025 2026 2025

10 unchanged sentences

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

The following table presents a reconciliation of Operating Expense to Adjusted Operating Expense and Operating Expense Ratio to Adjusted Operating Expense Ratio for the three months ended March 31, 2026 and 2025:

As of or for the Three Months Ended March 31,

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

(in thousands) 2026 2025 2026 2025

5 unchanged sentences

Other non-recurring charges (3,330) (3,181) (6,454) (4,106)

(3,124) (925)

Total adjusted operating expenses $ 84,128 $ 88,554 $ 169,366 $ 177,468

3 unchanged sentences

12.8 % 13.3 % 12.7 % 13.3 %

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

Liquidity and Capital Resources

7 unchanged sentences

The following table summarizes our total liquidity reserves:

March 31, 2026

June 30, 2026

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

7 unchanged sentences

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

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands) 2026 2025

7 unchanged sentences

Operating Activities

Our net cash provided by operating activities was $103.7 million and $101.0 million for the three months ended March 31, 2026 and 2025, respectively.

Our net cash provided by operating activities was $213.0 million and $205.5 million for the six months ended June 30, 2026 and 2025, respectively.

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

The $7.5 million increase in our net cash provided by operating activities is primarily driven by a $28.6 million increase in our fair value adjustment, net, $13.6 million increase in our origination fees for Loans Receivable at Fair Value, net, and $20.5 million increase in our originations of loans sold and held for sale.

These were partially offset by $8.2 million decrease due to proceeds from the sale of loans, a $7.4 million decrease in our net income, $5.9 million decrease relating to our change in Other Assets, $3.9 million decrease from our accrued compensations costs, $1.6 million decrease due to our deferred tax asset position, and $1.5 million decrease in Right of Use Assets.

These were partially offset by $22.3 million decrease due to proceeds from the sale of loans, a $5.8 million decrease in our net income, $12.8 million decrease relating to our change in other assets and other liabilities, and $14.9 million decrease in relating to Asset-Backed Borrowings at Amortized Cost.

Investing Activities

Our net cash provided by investing activities was $8.0 million for the three months ended March 31, 2026 and net cash used in investing activities was $55.5 million for the three months ended March 31, 2025 .

Our net cash used in investing activities was $42.1 million for the six months ended June 30, 2026 and net cash used in investing activities was $107.9 million for the six months ended June 30, 2025 .

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

1 unchanged sentence

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

The change in our net cash provided by investing activities is primarily due to $63.8 million higher originations and purchases of loans held for investment .

The change in our net cash provided by investing activities is primarily due to $88.1 million less in originations and purchases of loans held for investment .

This was partially offset by $21.7 million lower loan repayments.

Financing Activities

Our net cash used in financing activities was $100.8 million and $29.1 million for the three months ended March 31, 2026 and 2025, respectively.

For the three months ended March 31, 2026, net cash used in financing activities was primarily driven by amortization payments on our Asset-backed borrowings at amortized cost, asset-backed notes at fair value, partially offset by borrowings under our Asset-backed borrowings at amortized cost and net borrowings on our secured financing.

Our net cash used in financing activities was $157.4 million and $84.0 million for the six months ended June 30, 2026 and 2025, respectively.

For the six months ended June 30, 2026, net cash used in financing activities was primarily driven by amortization payments on our Asset-backed borrowings at amortized cost, asset-backed notes at fair value, and repayments on our Corporate financing;

partially offset by borrowings under our Asset-backed borrowings at amortized cost, net borrowings on our secured financing, and net payments related to stock-based activities.

Sources of Funds

1 unchanged sentence

Asset-Backed Securitizations

As of March 31, 2026, we had $2.2 billion of outstanding asset-backed notes.

As of June 30, 2026, we had $2.1 billion of outstanding asset-backed notes.

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

1 unchanged sentence

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

As of March 31, 2026, we were in compliance with all covenants and requirements of all our asset-backed notes.

As of June 30, 2026, we were in compliance with all covenants and requirements of all our asset-backed notes.

Secured Financings

As of March 31, 2026 , we had Secured Financings with warehouse lines of $1,139.1 million in the aggregate with undrawn capacity of $921.7 million.

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

On October 14, 2025, in connection with the closing of the Personal Loan Warehouse IV Facility (PLW IV), Oportun PLW IV Trust, a subsidiary of the Company, entered into a loan and security agreement with certain lenders and Wilmington Trust, National Association as collateral agent, administrative agent, paying agent, securities intermediary and depositary bank.

The PLW IV Facility has a revolving period ending in

October 2028 and a borrowing capacity of $246.8 million.

Borrowings under the loan and security agreement accrue interest at a rate equal to Term SOFR plus a weighted average spread of 2.56%.

The advance rate for the PLW IV Facility is 95.0%, subject to certain triggers that could lower the advance rate to 92.0%.

On April 2, 2025, in connection with the closing of the Personal Loan Warehouse III Facility (PLW III), Oportun PLW III Trust, a subsidiary of the Company, entered into a loan and security agreement with certain lenders and Wilmington Trust, National Association as collateral agent, administrative agent, paying agent, securities intermediary and depositary bank.

The PLW III Facility has a revolving period ending in April 2027 and a borrowing capacity of $187.5 million.

Borrowings under the loan and security agreement accrued interest at a rate equal to Term SOFR plus a weighted average spread up to 3.18%.

The advance rate for the PLW III Facility is 95.0%, subject to certain triggers that could lower the advance rate to 92.0%.

On October 8, 2025, the PLW III Facility was amended.

Prior to the amendment, borrowings under the loan and security agreement accrued interest at a rate equal to Term SOFR plus a weighted average spread up to 3.34%.

On August 5, 2024, in connection with the closing of the Personal Loan Warehouse II Facility (PLW II), Oportun PLW II Trust, a subsidiary of the Company, entered into a loan and security agreement with certain lenders and Wilmington Trust, National Association as collateral agent, administrative agent, paying agent, securities intermediary and depositary bank.

The PLW II Facility has a revolving period ending in August 2027 and a borrowing capacity of $337.1 million.

Borrowings under the loan and security agreement accrued interest at a rate equal to Term SOFR plus a weighted average spread of 2.76%.

The advance rate for the PLW II Facility is 95.0%, subject to certain triggers that could lower the advance rate to 92.0%.

On October 8, 2025, the PLW II Facility was amended.

Prior to the amendment, borrowings under the loan and security agreement accrued interest at a rate equal to Term SOFR plus a weighted average spread of 3.07%.

On September 8, 2021, in connection with the closing of the Personal Loan Warehouse Facility (PLW), Oportun PLW Trust, a subsidiary of the Company, entered into a loan and security agreement with certain lenders and Wilmington Trust, National Association as collateral agent, administrative agent, paying agent, securities intermediary and depositary bank.

The PLW Facility has a revolving period ending in September 2027, and a borrowing capacity of $367.7 million.

Borrowings under the loan and security agreement accrue interest at a rate equal to Term SOFR plus a weighted average spread of 2.84%.

The advance rate for the PLW Facility is 95.0%, subject to certain triggers that could lower the advance rate to 92.0%.

The PLW Facility was amended in prior years, and most recently on October 10, 2025.

Prior to the most recent amendment, the PLW Facility had a revolving period ending in September 2026;

a borrowing capacity of $429.0 million, and borrowings accrued interest at a rate equal to, Term SOFR plus a weighted average spread of 3.35%.

As of June 30, 2026 , we maintained five secured warehouse financing facilities with aggregate commitments of approximately $1,189.1 million and approximately $880.5 million of contractual undrawn capacity.

The facilities have staggered revolving periods extending through 2029, and during the second quarter of 2026, we entered into the PLW V Facility, which has a final maturity in 2030.

Borrowings under the facilities generally bear interest at floating rates based on Term SOFR and are secured by eligible personal loan receivables.

Availability under the facilities is subject to borrowing-base limitations, collateral eligibility and concentration requirements, performance triggers, covenants and other customary conditions;

accordingly, actual borrowing availability may be less than contractual undrawn capacity.

See Note 8, Borrowings, for additional information regarding our secured financings.

Asset-Backed Borrowings at Amortized Cost

36 unchanged sentences

On August 3, 2023 and April 26, 2024, we entered into separate forward flow whole loan sale agreements with institutional investors to sell up to $400.0 million and $150.0 million of personal loan originations, respectively.

No loans were transferred under either agreement during the three months ended March 31, 2026 , as our sale commitments had been previously satisfied, but we do continue to service any loans transferred.

No loans were transferred under either agreement during the six months ended June 30, 2026 , as our sale commitments had been previously satisfied, but we do continue to service any loans transferred.

Although each arrangement is structured as a whole loan sale and we would continue to service any loans transferred, the transfers do not qualify as sales for accounting purposes.

11 unchanged sentences

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

As of March 31, 2026, w e have fully repaid the required $12.5 million and $27.5 million of principal.

As of June 30, 2026, w e have fully repaid the required $12.5 million and $27.5 million of principal.

In addition, the Company made additional prepayments of $20 million, not subject to a prepayment premium, and $10 million subject to a prepayment premium.

1 unchanged sentence

As of December 31, 2025, t he Company has made a total of $30.0 million of voluntary prepayments of principal, along with a total of $0.5 million in prepayment premiums.

On April 1, 2026 and May 1, 2026, we made additional voluntary prepayments of $15.0 million each, which were subject to prepayment penalties totalling $1.5 million.

As of March 31, 2026, we were in compliance with all covenants and requirements on our outstanding debt and available credit.

During the second quarter of 2026, we made additional voluntary prepayments of $30.0 million, which were subject to prepayment penalties totaling $1.5 million.

As of June 30, 2026, we were in compliance with all covenants and requirements on our outstanding debt and available credit.

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

1 unchanged sentence

From time to time, we may enter into agreements to sell certain populations of our personal loans receivables, including non-performing loans originated as held for investment.

For the three months ended March 31, 2026 , we did not sell any such loans.

For the six months ended June 30, 2026 , we did not sell any such loans.

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

5 unchanged sentences

This agreement is scheduled to expire in November 2026.

The originations of loans sold and held for sale during the three months ended March 31, 2026 were $25.8 million.

The originations of loans sold and held for sale during the six months ended June 30, 2026 were $51.7 million.

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

Bank Partnership Program and Servicing Agreement

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

On June 30, 2026, through our subsidiary Oportun, Inc., we entered into a Program Management Agreement with Column National Association, a national banking association, establishing a new bank partnership lending program.

Under the agreement, Column may originate certain unsecured personal loans for consumers in select states, and we will provide the platform and related services, including marketing, application processing, fraud-prevention, servicing and program-administration services, subject to Column’s oversight and control and compliance with applicable law.

The agreement permits us to purchase loans originated by Column, other than loans retained by Column, and includes certain exclusivity, compliance, oversight, audit, reporting, reserve, information-security, indemnification, termination and wind-down provisions.

The agreement has an initial term of four years and renews automatically for successive one-year periods unless either party provides timely notice of non-renewal.

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

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

24 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 2. Management’s Discussion and Analysis