DEF 14A of Oportun Financial Corp, Jun 29, 2026

DEF 14A of Oportun Financial Corp

Filed Jun 29, 2026 · FY20250001140361-26-026773

Open on EDGAR

  1. DIRECTORS

    DIRECTORS

  2. DIRECTORS

    | Name | Age | Director since | Independent | Committees | | Director nominees whose terms would expire in 2027 if elected at the Annual Meeting | | | | | | Mohit Daswani | 51 | 2024 | ✔ | • Audit and Risk • Compensation and Leadership (Chair) | | Directors whose terms expire in 2028 | | | | | | Douglas Bland | 58 | 2026 | | None | | Carlos Minetti | 64 | 2024 | ✔ | • Credit Risk and Finance • Nominating, Governance and Social Responsibility | | Warren Wilcox | 68 | 2025 | ✔ | • Audit and Risk • Compensation and Leadership | | Directors whose terms expire in 2027 | | | | | | Ginny Lee | 59 | 2021 | ✔ | • Compensation and Leadership • Nominating, Governance and Social Responsibility (Chair) | | Louis P. Miramontes (Independent Lead Director) | 71 | 2014 | ✔ | • Audit and Risk | | Richard Tambor | 64 | 2024 | ✔ | • Credit Risk and Finance • Nominating, Governance and Social Responsibility | | Directors whose terms expire at the Annual Meeting and who are not standing for re-election | | | | | | Jo Ann Barefoot | 76 | 2016 | ✔ | • Credit Risk and Finance • Nominating, Governance and Social Responsibility | | Sandra A. Smith | 55 | 2021 | ✔ | • Audit and Risk (Chair) • Credit Risk and Finance |

  3. We pay for performance and manage Oportun for the long-term

    We pay for performance and manage Oportun for the long-term

  4. We pay for performance and manage Oportun for the long-term

    | Effective Design | • | Focus on superior corporate results and stockholder value creation, with appropriate consideration of risk | | | • | Foster a performance-based culture, where rewards are distributed based upon results-focused goals | | | • | Recognize and reward our executive officers fairly for achieving or exceeding rigorous corporate and individual objectives | | | • | Balance compensation philosophy utilizing a mix of cash and equity, short-term and long-term elements, and fixed and variable (at-risk) incentives | | | • | Maintain a performance-based restricted stock unit (“PSU”) program for our executives | | | • | Commitment to our mission | | Governance Practices | • | Engage an independent compensation consultant who works exclusively for the compensation and leadership committee | | | • | Maintain robust stock ownership and holding requirements | | | • | Conduct an annual advisory “Say-on-Pay” vote | | | • | Establish clawback policies providing ability to recover incentive cash compensation and performance-based equity awards in circumstances of a financial restatement | | | • | Disallow hedging or pledging of stock |

  5. We pay for performance and manage Oportun for the long-term

    | | iii |

  6. Board of Directors Biographies

    Board of Directors Biographies The following is biographical and certain other information for each of our directors who are nominated for election to our Board and for our continuing directors as of June 24, 2026:

  7. Board of Directors Biographies

    | Name | Age | Class | Position | Director Since | Current Term Expires | Expiration of Term for Which Nominated | | Nominee for Director | | | | | | | | Mohit Daswani(1)(3) | 51 | I | Director | 2024 | 2026 | 2027 | | Continuing Directors | | | | | | | | Ginny Lee(3)(4) | 59 | II | Director | 2021 | 2027 | — | | Louis P. Miramontes(1)(5) | 71 | II | Director | 2014 | 2027 | — | | Richard Tambor(2)(4) | 64 | II | Director | 2024 | 2027 | — | | Douglas Bland | 58 | III | Director | 2026 | 2028 | — | | Carlos Minetti(2)(4) | 64 | III | Director | 2024 | 2028 | — | | Warren Wilcox(1)(3) | 68 | III | Director | 2025 | 2028 | — | | Non-Continuing Directors | | | | | | | | Jo Ann Barefoot(2)(4) | 76 | I | Director | 2016 | 2026 | — | | Sandra A. Smith(1)(2) | 55 | I | Director | 2021 | 2026 | — |

  8. Board of Directors Biographies

    | (1) Member of the audit and risk committee. |

  9. Board of Directors Biographies

    | (2) Member of the credit risk and finance committee. |

  10. Board of Directors Biographies

    | (3) Member of the compensation and leadership committee. |

  11. Board of Directors Biographies

    | (4) Member of the nominating, governance and social responsibility committee. |

  12. Board of Directors Biographies

    | (5) Lead Independent Director. |

  13. Director Nominee

    Director Nominee Mohit Daswani has served as a member of our Board since February 2024. He currently serves as the Chief Financial Officer of SimplePractice, a web-based electronic health record solution, since August 2024. Prior to joining SimplePractice, Mr. Daswani served as the Chief Financial Officer of ThoughtSpot, Inc., an AI-enabled business analytics company from January 2020 to July 2024. Prior to joining ThoughtSpot, Mr. Daswani was the Head of Finance & Strategy at Square, Inc. He previously held leadership roles in Corporate Development and Finance at PayPal, Inc. and was a private equity investor in the financial services, healthcare, and IT industries as a Principal at JMI Equity, a Principal at FTV Capital, and previously as a long-tenured private equity professional at J.P. Morgan. Mr. Daswani has also served as an advisory Board Member of Centana Growth Partners since 2018. Mr. Daswani holds a Bachelor’s degree in Economics from Columbia University and an M.B.A. from the Harvard Business School. Mr. Daswani is a veteran of the investment banking and private equity industries. As a chief financial officer, he brings sophisticated capital allocation and strategic finance expertise to our Board. We greatly benefit from his

  14. Director Nominee

    | | 24 |

  15. Director Nominee

    extensive experience in the financial and technology sectors, as well as his leadership experience in the areas of investing, finance and accounting.

  16. Continuing Directors

    Continuing Directors Douglas Bland has served as our Chief Executive Officer and as a member of our Board since April 2026. He previously served on the board of directors of WebBank, a leading bank-as-a-service institution, from September 2025 to April 2026 and has served on the board of directors of Creditly, Inc., an AI-driven financial wellness fintech, since April 2025. From September 2017 until July 2024, Mr. Bland served in various positions at PayPal, Inc., most recently as SVP & General Manager, Consumer Business. Mr. Bland also served as the President and Chief Operating Officer of Swift Financial, a venture-backed small business lender, from 2015 until it was acquired by PayPal in 2017. From 2004 to 2015, Mr. Bland served in various roles at Bank of America, most recently as SVP, Small Business Products and Risk. Mr. Bland received an M.B.A. from the University of Arkansas at Little Rock and a B.A. from Hendrix College. We believe that Mr. Bland is qualified to serve as a member of our Board because of his experience in our industry and his role as our Chief Executive Officer. Ginny Lee has served as a member of our Board since September 2021. She currently serves as an advisor and director for several private companies. From December 2016 to June 2021, Ms. Lee served as the President and Chief Operating Officer of Khan Academy, one of the largest and most widely used online learning platforms globally. Prior to Khan Academy, Ms. Lee spent more than 17 years at Intuit where she held multiple senior operational and technical roles, including Senior Vice President and General Manager of Intuit’s Employee Management Solutions Division, as well as Chief Information Officer. Ms. Lee received dual baccalaureate degrees in Business Economics and Organizational Behavior and Management from Brown University and an M.B.A. from the Stanford Graduate School of Business. We believe that Ms. Lee’s strong background in business, technology, governance and leadership, and her experience bringing products to market, enable her to make valuable contributions to our Board. She significantly contributes to discussions on our Board due to her active participation in the technology industry. Carlos Minetti has served as a member of our Board since February 2024. He currently serves as CEO of the Merchant Acquiring Limited Purpose Bank at Stripe Inc. (“Stripe”), a role he has held since October 2024. Previously, he served as the Executive Vice President, President - Consumer Banking for Discover Financial Services (“Discover”), a role he held from February 2014 to September 2023. Previously, he served as Executive Vice President, President - Consumer Banking and Operations (2010 to 2014), Executive Vice President, Cardmember Services and Consumer Banking (2007 to 2010) and Executive Vice President for Cardmember Services and Chief Risk Officer (2001 to 2007) for Discover. Prior to joining Discover, Mr. Minetti worked in card operations and risk management for American Express Company (“American Express”) from 1987 to 2000, where he last served as Senior Vice President. Mr. Minetti currently serves as a member of the board of directors of Trustmark Mutual Holding Company, the Better Business Bureau of Chicago and Northern Illinois, and the Ann & Robert H. Lurie Children’s Hospital of Chicago Foundation. He was a member of the board of directors of Discover Bank from 2001 to 2023. Mr. Minetti holds a Bachelor’s degree in Industrial Engineering from Texas A&M University and an M.B.A. from the Booth School of Business at The University of Chicago. Mr. Minetti has extensive experience in the consumer finance industry, having held key executive roles at Stripe, Discover and American Express. He led Discover’s diversification into consumer banking, which included personal loans, student loans, home loans and online banking. We believe that we greatly benefit from Mr. Minetti’s extensive risk management experience and consumer finance expertise. Louis P. Miramontes has served as a member of our Board since October 2014. Mr. Miramontes is an experienced financial executive and qualified audit committee financial expert. He was a senior partner at

  17. Continuing Directors

    | | 25 |

  18. Continuing Directors

    KPMG LLP, a public accounting firm, from 1976 to his retirement in September 2014, during which time he served in leadership functions, including Managing Partner of the KPMG San Francisco office and Senior Partner KPMG’s Latin American Region. Mr. Miramontes was also an audit partner directly involved with providing audit services to public and private companies, which included serving with client boards of directors and audit committees regarding financial reporting, auditing matters, SEC compliance and Sarbanes-Oxley regulations. Mr. Miramontes currently serves on the board of directors of Lithia Motors, Inc. and a private company, and previously served on the board of directors of Rite Aid Corporation. Mr. Miramontes received a B.S. in Business Administration from California State University, East Bay, and he is a Certified Public Accountant in the State of California. Mr. Miramontes brings extensive experience in public company accounting and oversight to our Board. He also brings experience as a public company director. Richard Tambor has served as a member of our Board since June 2024. Mr. Tambor is a private investor. Mr. Tambor previously served as the Executive Vice President and Chief Risk Officer at OneMain Holdings, Inc. (“OneMain”), from May 2014 to December 2022. Prior to OneMain, Mr. Tambor served as the Senior Vice President of Risk Management from 2011 to 2013, and as the Senior Vice President and Chief Risk Officer of Retail Financial Services from 2009 to 2011 at JPMorgan Chase & Co. Prior to joining JPMorgan, Mr. Tambor served as the Managing Director at Novantas LLC, from 2008 to 2009. Prior to Novantas LLC, Mr. Tambor served at American Express Travel Related Services Co., Inc. from 1987 to 2005, where he held several senior management positions, including President and General Manager, Senior Vice President and General Manager of Small Business Lending, Senior Vice President and Chief Risk Officer, Vice President Customer Management of Institutional Risk Management, and Vice President of Worldwide Authorizations. Mr. Tambor previously served as a member on the board of directors at several non-profit organizations, including Habitat for Humanity of Newark, New Jersey, the Cora Hartshorn Arboretum and Bird Sanctuary, and Count Me In for Women’s Economic Independence. Mr. Tambor received a B.A. in Economics from The Hebrew University of Jerusalem, and an M.A. in Economics from New York University. We believe that Mr. Tambor’s extensive experience and leadership in the consumer finance industry is invaluable to the Board. He has significant experience in risk management at consumer finance companies, which greatly contributes to our Board. Warren Wilcox has served as a member of our Board since July 2025. Mr. Wilcox currently serves as a Partner at FuseIQ LLC, a strategic consulting firm, since January 2025. From May 2021 to January 2025, Mr. Wilcox served as Co-Founder and Chief Marketing Officer of Concerto Card Company, a financial technology company focused on co-branded credit card programs. From 2003 to May 2025, Mr. Wilcox served on the board of directors of Arroweye Solutions, Inc., a digital card manufacturing company. From January 2020 to April 2021, Mr. Wilcox served as a Senior Executive at Onboard Partners LLC, a financial services company specializing in facilitating transactions between financial institutions and between financial institutions and affinity groups. From 2015 to 2019, Mr. Wilcox served as Co-Founder and Chief Marketing Officer of Mercury Financial LLC, a financial technology company providing Mastercard-branded credit cards and personal loans to sub-prime and middle-market consumers. Mr. Wilcox previously served as Executive in Residence at Happy Money, Inc., a consumer lending platform, from 2014 to 2015, and as Head of Advisory Services at Visa Inc. (NYSE: V), from 2008 to 2012. From 2002 to 2007, Mr. Wilcox served as Vice Chairman and Chief Marketing Officer of Providian Financial Corporation, a middle-market credit card issuer, where he led the planning, marketing, and business development functions prior to its acquisition by Washington Mutual, Inc. Earlier in his career, Mr. Wilcox served as Senior Vice President at FleetBoston Financial Corporation, as Managing Director and Chief Marketing Officer of Household International, Inc.’s credit card division, and in credit and lending roles at Atlantic Financial Federal and Citicorp. Mr. Wilcox currently serves on the board of directors of Direct Marketing Solutions, Inc., a marketing services firm, since December 2020. He previously served as a member of the board of directors of Encore Capital Group, Inc. (NASDAQ: ECPG), a debt collection and recovery company, from May 2004 to 2013, and of InfoArmor, Inc., a provider of identity protection solutions, from 2004 until shortly

  19. Continuing Directors

    | | 26 |

  20. Continuing Directors

    before its acquisition by Allstate Corporation (NYSE: ALL) in 2018. Mr. Wilcox received an M.S. in Management from the Krannert School of Management at Purdue University and a B.S. in Business Administration from Illinois State University. We believe that Mr. Wilcox’s decades of experience in consumer financial services, combined with his operational and marketing expertise and his track record of building and leading successful fintech and credit card businesses, make him well qualified to serve on the Board.

  21. Non-Continuing Directors

    Non-Continuing Directors Jo Ann Barefoot has served as a member of our Board since October 2016. Ms. Barefoot is CEO and Founder of the nonprofit organization AIR - the Alliance for Innovative Regulation, Co-founder of Hummingbird RegTech, CEO of Barefoot Innovation Group and host of the podcast show Barefoot Innovation. Ms. Barefoot was a Senior Fellow at the John F. Kennedy School of Government’s Mossovar-Rahmani Center for Business and Government at Harvard University from July 2015 to June 2017. She serves on the Milken Institute FinTech Advisory Committee and previously served on the Consumer Advisory Board of the Consumer Financial Protection Bureau. Ms. Barefoot previously chaired the boards of directors of the Financial Health Network and FinRegLab. She previously served as Deputy Comptroller of the Currency, on the staff of the U.S. Senate Committee on Banking, Housing and Urban Affairs, as Co-Chair of the consulting firm Treliant Risk Advisors, as a Partner and Managing Director at KPMG Consulting and as Director of Mortgage Finance for the National Association of Realtors. Ms. Barefoot received a B.A. in English from the University of Michigan. Ms. Barefoot has a deep understanding of consumer finance and regulation. She has extensive experience in government service and is a thought leader on regulation and innovation. Her perspectives are invaluable given the highly regulated nature of our business. Sandra A. Smith has served as a member of our Board since September 2021. Ms. Smith currently serves as Operating Partner at NewView Capital, since January 2026. Ms. Smith also currently serves as a director at several private companies. From 2018 to April 2021, Ms. Smith served as the Chief Financial Officer of Segment.io (“Segment”), which was acquired by Twilio Inc (“Twilio”). Before joining Segment, Ms. Smith served as the Vice President, Finance at Twilio, from 2013 to 2018, and in various roles at Akamai Technologies, Inc. from 2003 to 2013. Ms. Smith holds a B.F.A. from the University of Michigan, an M.B.A. from Boston College Carroll Graduate School of Management, and a J.D. from Boston College Law School. Ms. Smith brings sophisticated capital allocation and strategic finance expertise to our Board. She has extensive operational experience at high-tech companies and significant leadership experience in the areas of finance, accounting and audit oversight. Ms. Smith’s in these matters allows her to provide critical oversight and invaluable perspectives.

  22. Non-Employee Director Compensation

    Non-Employee Director Compensation We compensate non-employee directors for their service on our Board with a combination of cash and equity awards, the amounts of which are commensurate with their role and involvement. Directors may be reimbursed for travel, food, lodging and other expenses directly related to their activities as directors. Directors are also entitled to the protection provided by their indemnification agreements and the indemnification provisions as described in our amended and restated certificate of incorporation and amended and restated bylaws. The compensation and leadership committee, which is comprised solely of independent directors, has the primary responsibility for reviewing and recommending to the Board the type and amount of compensation as well as changes to the compensation to be paid or awarded to non-employee directors, including any consulting, retainer, Board meeting, committee and committee chair fees and equity awards.

  23. Non-Employee Director Compensation

    | | 27 |

  24. Equity Compensation

    Equity Compensation Each then-serving non-employee director received an annual award of RSUs with a value of $125,000 immediately following the 2025 annual meeting of stockholders. Following the appointment of our Lead Independent Director, an additional RSU award with a target value of $25,000 was granted and the award was prorated to reflect the portion of the annual service period remaining at the time of appointment. The number of shares subject to the RSUs granted at the annual meeting was determined based on the annual equity award value divided by the thirty-day trailing average of the closing price of the Company’s common stock as of the closing price on the day prior to the date of grant and rounded up to the nearest full share, resulting in an award of RSUs covering 18,090 shares of our common stock for each non-employee director. The additional RSU award granted in connection with the Lead Independent Director appointment was determined using the same methodology, subject to proration as described above, resulting in an award of RSUs covering 3,644 shares of our common stock. The RSU awards vest over one year on a quarterly basis, commencing on the date of the 2025 annual meeting, subject to the non-employee director continuing to provide services through each applicable vesting date. A non-employee director who is newly appointed to the Board other than in connection with an annual meeting of stockholders will receive a grant of RSUs upon appointment (an “Initial Director Award”). The number of shares subject to each Initial Director Award is determined based on the annual equity award value divided by the thirty-day trailing average of the closing price of the Company’s common stock on the grant date and rounded up to the nearest full share, and the award is prorated based on the portion of the one-year period remaining since the last annual meeting.

  25. Equity Compensation

    | | 28 |

  26. Equity Compensation

    Non-employee directors are required to hold equity equal to five times their annual cash retainer and are expected to meet such ownership levels within five years of the later of the adoption of the guidelines or their appointment. See “Stock Ownership Guidelines” below for additional information

  27. Non-Employee Director Compensation Table for Fiscal Year 2025

    Non-Employee Director Compensation Table for Fiscal Year 2025 The following table provides information regarding all compensation awarded to, earned by or paid to our non-employee directors for the year ended December 31, 2025:

  28. Non-Employee Director Compensation Table for Fiscal Year 2025

    | Director | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | | Jo Ann Barefoot | 55,032 | 111,254 | 166,285 | | Mohit Daswani | 60,058 | 111,254 | 171,312 | | Ginny Lee | 61,917 | 111,254 | 173,171 | | Carlos Minetti | 55,032 | 111,254 | 166,285 | | Louis P. Miramontes | 67,956 | 132,462 | 200,417 | | Scott Parker(2) | 26,828 | — | 26,828 | | Sandra A. Smith | 66,508 | 111,254 | 177,761 | | Richard Tambor | 57,861 | 111,254 | 169,115 | | R. Neil Williams(2) | 46,018 | — | 46,018 | | Warren Wilcox | 28,893 | 105,179 | 134,072 |

  29. Non-Employee Director Compensation Table for Fiscal Year 2025

    | (1) This column reflects the aggregate grant date fair value of the RSUs granted as annual equity awards for Board service as described above (or in the case of Mr. Miramontes, such annual equity award plus an additional annual equity award for his service as Lead Independent Director) measured pursuant to FASB ASC 718, without regard to forfeitures. The assumptions used in calculating the grant date fair value of these awards are set forth in Note 2 and Note 11 to our Notes to the Consolidated Financial Statements included on our Annual Report on Form 10-K filed February 27, 2026. These amounts do not reflect the actual economic value that may be realized by the non-employee director. |

  30. Non-Employee Director Compensation Table for Fiscal Year 2025

    | (2) Mr. Parker’s and Mr. Williams’ terms as directors ended at the 2025 annual meeting. |

  31. Non-Employee Director Compensation Table for Fiscal Year 2025

    The following table lists all outstanding equity awards held by our non-employee directors as of December 31, 2025:

  32. Non-Employee Director Compensation Table for Fiscal Year 2025

    | Director | Stock Awards (#)(1) | Stock Options (#)(2) | | Jo Ann Barefoot | 13,568 | 18,181 | | Mohit Daswani | 13,568 | — | | Ginny Lee | 33,346(3) | — | | Carlos Minetti | 13,568 | — | | Louis P. Miramontes | 16,301 | — | | Scott Parker(4) | — | — | | Sandra A. Smith | 13,568 | — | | Richard Tambor | 13,568 | — | | R. Neil Williams(4) | — | — | | Warren Wilcox | 13,531 | — |

  33. Non-Employee Director Compensation Table for Fiscal Year 2025

    | | 29 |

  34. Non-Employee Director Compensation Table for Fiscal Year 2025

    | (1) The RSUs vest one-fourth on each of October 18, 2025, January 18, 2026, April 18, 2026, and upon the earlier of (i) the date immediately preceding the 2026 annual meeting or (ii) July 18, 2026. |

  35. Non-Employee Director Compensation Table for Fiscal Year 2025

    | (2) The options are fully vested. |

  36. Non-Employee Director Compensation Table for Fiscal Year 2025

    | (3) Includes 19,778 fully vested shares subject to future release, earned pursuant to an election to receive her annual retainer compensation in the form of RSUs for the years of 2022 and 2023. |

  37. Non-Employee Director Compensation Table for Fiscal Year 2025

    | (4) Mr. Parker’s and Mr. Williams’ terms as directors ended at the 2025 annual meeting. |

  38. Non-Employee Director Compensation Table for Fiscal Year 2025

    | | 30 |

  39. Named Executive Officers

    Named Executive Officers The Company is a “smaller reporting company” under Item 10 of Regulation S-K promulgated under the Exchange Act, and the following compensation disclosure is intended to comply with the requirements applicable to smaller reporting companies. Although the rules allow the Company to provide less detail about its executive compensation program, the compensation and leadership committee is committed to providing the information helpful to stockholders in understanding the Company’s executive compensation program. Accordingly, this section includes supplemental narratives that describe the executive compensation program for our named executive officers (“NEOs”) during fiscal year 2025, who consisted of:

  40. Named Executive Officers

    | Raul Vazquez Former Chief Executive Officer (“Former CEO”) Age: 54 Tenure: 14 years | Kathleen Layton Chief Legal Officer and Corporate Secretary (“CLO”) Age: 46 Tenure: 10 years | Patrick Kirscht Chief Credit Officer (“CCO”) Age: 58 Tenure: 18 years |

  41. Named Executive Officers

    | | 35 |

  42. Primary Elements of our 2025 Compensation Program

    | (1) In December 2025, in order to promote retention and leadership continuity, the compensation and leadership committee approved a special retention award for each of Ms. Layton and Mr. Kirscht consisting of cash and time-based restricted stock unit awards. These retention awards were separate from and in addition to the Company’s regular annual cash incentive and long-term equity compensation programs. See “Special Cash and RSU Retention Awards” below for additional details. |

  43. Primary Elements of our 2025 Compensation Program

    | (3) The chart reflects the Former CEO’s annual cash incentive weighting. For the remaining NEOs, annual cash incentive weighting was 75% based on corporate performance goals and 25% based on individual performance goals. |

  44. Primary Elements of our 2025 Compensation Program

    | (4) PSUs are determined based on Economic ROA for the first year of the performance period and subject to a three-year relative total shareholder return (“TSR”) modifier; cliff vesting following completion of the three-year period, subject to continued employment. See “Long-Term Incentive Compensation” below for additional details. |

  45. Primary Elements of our 2025 Compensation Program

    | (5) The chart reflects the Former CEO’s annual long-term equity incentive allocation. For the remaining NEOs, annual long-term equity awards were allocated 60% in RSUs and 40% in PSUs. |

  46. Fiscal 2025 Pay Mix

    Fiscal 2025 Pay Mix Each year, the compensation and leadership committee sets the key components of total compensation for executive officers: short-term cash (annual base salary and incentive award) and annual long-term equity incentives (PSUs and RSUs). Together, these elements comprise the executive’s target total direct compensation. The target pay mix for fiscal 2025 for each NEO is shown below. Our NEOs’ 2025 target total direct compensation decision focuses on variable and “at-risk” compensation that is closely aligned with Company performance because the value earned is directly dependent upon our achievement of designated performance goals and/or stock performance. As shown in the charts below, “at-risk”, or incentive-based compensation, represents approximately 84% of Former CEO Mr. Vazquez’s 2025 target total direct compensation, 76% for CCO Mr. Kirscht, and 71% for CLO Ms. Layton. These levels represent an increase compared to 2024, when “at-risk” compensation comprised approximately 68%, 62%, and 50% of target total direct compensation for the Former CEO, CCO and CLO, respectively, reflecting the compensation and leadership committee’s continued emphasis on performance-based pay and the impact of changes in the Company’s stock price on the value of equity awards. For purposes of the charts below, compensation amounts are presented on a target basis and may differ from the amounts reported in the “Summary Compensation Table.” Base salary reflects annualized base salary in effect for 2025 and annual incentive compensation reflects target opportunity (rather than actual payout). The long-term equity incentive amounts shown correspond to the grant date fair value of such awards as reported in the “Summary Compensation Table” and exclude the special retention award consisting of cash and time-based restricted stock units granted to each of Mr. Kirscht and Ms. Layton during 2025.

  47. Roles of the Compensation and Leadership Committee, Management and the Compensation Consultant

    Roles of the Compensation and Leadership Committee, Management and the Compensation Consultant

  48. Roles of the Compensation and Leadership Committee, Management and the Compensation Consultant

    | Role of the Compensation and Leadership Committee | The compensation and leadership committee is responsible for overseeing our compensation programs and policies, including our equity incentive plans. Our compensation and leadership committee operates under a written charter adopted and approved by our Board, under which our Board retains concurrent authority with our compensation and leadership committee to approve compensation-related matters. Each year, the compensation and leadership committee reviews and approves compensation decisions as they relate to our NEOs and other senior management. The compensation and leadership committee, with input from management and its independent consultant, conducts a baseline review of our compensation programs to ensure alignment with business needs and growth objectives. In this review, the independent compensation consultant is asked to provide a perspective on changing market practices as to compensation programs, with a particular focus on our identified peer group and other companies with whom we compete directly for talent, as discussed below under “Role of Compensation Consultants” and “Use of Competitive Market Data.” Following this review, the compensation and leadership committee considers the recommendations of our Chief Executive Officer, as discussed below under “Role of Management.” The compensation and leadership committee also manages the annual review process of our Chief Executive Officer, in cooperation with our lead director, in which all members of our Board are asked to participate and provide perspective, resulting in a compensation and leadership committee determination regarding individual compensation adjustments for our Chief Executive Officer. As part of this review of the compensation of our NEOs and other senior executive officers, the compensation and leadership committee considers several factors, including: • Our corporate growth and other elements of financial performance; • Individual performance and contributions to our business objectives; • The executive officer’s experience and scope of duties; • The recommendations of our Chief Executive Officer (other than for himself) and other members of our management team; • Retention risk; • Internal pay equity; • An executive officer’s existing equity awards and stock holdings; • Stockholder feedback, including the results of our annual say-on-pay vote and ongoing engagement with stockholders; and • Ensuring our incentive plans do not encourage undue risk-taking. Our compensation and leadership committee relies on their judgment and extensive experience to establish an annual target total direct compensation opportunity for each NEO that they believe will best achieve the goals of our executive compensation program and our short-term and long-term business objectives. The compensation and leadership committee retains flexibility to review our compensation structure periodically as needed to focus on different business objectives. |

  49. Roles of the Compensation and Leadership Committee, Management and the Compensation Consultant

    | | 41 |

  50. Roles of the Compensation and Leadership Committee, Management and the Compensation Consultant

    | Role of Management | Our Chief Executive Officer works closely with the compensation and leadership committee in determining the compensation of our NEOs (other than his own) and other executive officers. Each year, our Chief Executive Officer evaluates the performance of our NEOs and other executives and provides the compensation and leadership committee with recommendations on compensation adjustments, promotions, bonus pool funding, goal attainment, and annual incentive payouts, except with respect to his own compensation. Our Chief Executive Officer also recommends corporate and individual performance goals for the annual incentive plan, aligned with our business plan and strategy, for approval by the compensation and leadership committee. He also advises on the size, timing, and terms of equity awards and new hire compensation packages. These recommendations from our Chief Executive Officer are often developed in consultation with finance and human resources members of his senior management team. In certain situations, the compensation and leadership committee may elect to delegate specific responsibilities to our Chief Executive Officer or a subcommittee, excluding any authority related to our executive officers. Our compensation and leadership committee has delegated to our Chief Executive Officer the authority to make employment offers to candidates at and below the senior vice president level without seeking the approval of the compensation and leadership committee, subject to certain parameters. In addition, our compensation and leadership committee has delegated to a subcommittee, currently made up of our Chief Executive Officer and CLO, the authority to approve certain equity grants to employees at and below the senior vice president level, subject to certain parameters approved by the compensation and leadership committee. At the request of the compensation and leadership committee, our Chief Executive Officer typically attends a portion of each compensation and leadership committee meeting, including meetings at which the compensation and leadership committee’s compensation consultant is present. From time to time, various members of management and other employees, as well as outside legal counsel and consultants retained by management, attend compensation and leadership committee meetings to make presentations and provide financial and other background information and advice relevant to compensation and leadership committee deliberations. Our Chief Executive Officer and other NEOs do not participate in, and are not present during, any deliberations or determinations of our compensation and leadership committee regarding their compensation or individual performance objectives. |

  51. Roles of the Compensation and Leadership Committee, Management and the Compensation Consultant

    | Role of Compensation Consultants | The compensation and leadership committee is authorized under its charter to retain external advisors-such as compensation consultants, legal counsel, and accounting experts-to assist in performance of its responsibilities. The compensation and leadership committee makes all determinations regarding the engagement, fees, and services of these external advisors, and any such external advisor reports directly to the compensation and leadership committee. During 2025, the compensation and leadership committee retained Willis Towers Watson as its independent compensation consultant to provide support and advisory services as it relates to our compensation program. Willis Towers Watson performs no other services for us other than its work for the compensation and leadership committee. Willis Towers Watson complied with the definition of independence under the Dodd-Frank Act and other applicable SEC and stock exchange regulations. |

  52. Roles of the Compensation and Leadership Committee, Management and the Compensation Consultant

    | | 42 |

  53. Use of Competitive Market Data

    Use of Competitive Market Data We strive to attract and retain top executive talent in a highly competitive market. To support this goal, the compensation and leadership committee annually reviews market data for each executive role, including compensation practices at comparable public companies. In addition to using published survey data for similar sized technology companies, the compensation and leadership committee approved a peer group of comparable publicly traded companies, developed with the assistance of Willis Towers Watson, to aid it in assessing the overall competitiveness of our executive compensation program and the key components of compensation under the program. The peer group was selected from publicly traded companies with (i) similar industry focus (i.e., consumer finance) (ii) comparable company scope and size, or (iii) that have similar product offerings. Our compensation and leadership committee considered compensation data from the below-listed companies, which remained unchanged from last year. After the peer group was selected, MoneyLion was subsequently acquired and delisted from the New York Stock Exchange, which made it no longer appropriate for benchmarking purposes for the remainder of the fiscal year.

  54. Use of Competitive Market Data

    | Atlanticus | LendingClub | OppFi | SoFi Technologies | | Enova International | LendingTree | PROG Holdings | Upstart Holdings | | Green Dot | MoneyLion | Regional Management | World Acceptance |

  55. Use of Competitive Market Data

    In connection with its annual review, the compensation and leadership committee, with the assistance of Willis Towers Watson, determined to maintain a substantially similar peer group for the 2026 fiscal year, with the only change being the replacement of SoFi Technologies with NerdWallet.

  56. Elements of Executive Compensation and 2025 Compensation Decisions

    Elements of Executive Compensation and 2025 Compensation Decisions The key components of the target total direct compensation for each executive officer set by the compensation and leadership committee annually are annual base salary, annual short-term cash incentive compensation and annual long-term equity incentive compensation (PSUs and RSUs). The compensation and leadership committee generally positions target total cash compensation and annual equity compensation in a way that the committee believes substantially links executive compensation to corporate performance and strikes a balance between our short-term and long-term strategic goals. A significant portion of our NEOs’ target total direct compensation opportunity is comprised of “at-risk” compensation in the form of performance-based annual incentive opportunities and performance-based annual equity awards to align the NEOs’ incentives with the interests of our stockholders and our corporate goals. The compensation and leadership committee believes that the target total direct compensation of our NEOs should be competitive within the markets in which we compete, while considering factors such as individual performance, company performance and any unique circumstances of the NEO’s position based on that individual’s responsibilities and market factors. We believe that this target will enable us to attract, motivate and retain the executive talent necessary to develop and execute our business strategy. The compensation and leadership committee reviews the compensation of our NEOs against our peer group, survey data sources, and other companies which we compete with for talent to provide a general assessment of the overall competitiveness of our executive compensation program. We also provide our NEOs with certain severance and change in control benefits, as well as other benefits generally available to all our employees, including retirement benefits under our 401(k) plan and participation in our employee benefit plans. In addition, in 2025, we granted a special retention award for each of Ms. Layton and Mr. Kirscht, consisting of cash and time-based restricted stock unit awards, to promote retention and leadership continuity.

  57. Annual Incentive Plan

    Annual Incentive Plan Each of our NEOs participated in our annual incentive plan for 2025. This performance-based cash compensation was designed to reward the achievement of annual corporate performance relative to pre-established goals, as well as individual performance, contributions and strategic impact. The compensation and leadership committee established target annual incentive opportunities for each NEO, expressed as a percentage of base salary. The applicable target percentages for 2025 are described below.

  58. Annual Incentive Plan

    | | 2025 Target Annual Incentive Award Opportunity | | | | Target Award ($) | Percentage of Base Salary (%) | | Raul Vazquez | 918,750 | 125 | | Kathleen Layton | 273,000 | 65 | | Patrick Kirscht | 331,500 | 65 |

  59. Annual Incentive Plan

    For 2025, the compensation and leadership committee approved the corporate performance goals of Adjusted EBITDA (65% weighting) and Annualized Net Charge-Off Rate (35% weighting). Our compensation and leadership committee believes these are the appropriate drivers for our business as they provide a balance between growth and profitability and encourage operating efficiency. Adjusted EBITDA measures the Company’s operating performance and profitability, while Annualized Net Charge-Off Rate-defined as annualized loan losses (net of recoveries) divided by the average daily principal balance of owned loans-serves as a key indicator of credit performance. Together, these metrics allow the compensation and leadership committee to assess the Company’s effectiveness, productivity and efficiency, while

  60. Annual Incentive Plan

    | | 44 |

  61. Annual Incentive Plan

    evaluating comparative results period-over-period. Please refer to the Reconciliation of Non-GAAP Financial Measures section of this proxy statement for the Company’s definition of Adjusted EBITDA. For each corporate performance goal, target achievement was set in accordance with our annual operating plan, with potential bonus funding ranging from 0% to 150% of target, on a sliding scale. The Net Charge-Off Rate performance metric had a threshold payout of 50% at 115% of target, while the Adjusted EBITDA performance metric had a threshold payout of 50% at 85% of target. In 2025, the annual incentive awards were weighted 90% on corporate performance and 10% on attainment of individual goals for our Former CEO and 75% on corporate performance and 25% on attainment of individual goals for Ms. Layton and Mr. Kirscht. Individual goal achievement for each NEO’s performance was determined by the compensation and leadership committee. The following provides additional information regarding the corporate goals under our Annual Incentive Plan.

  62. Annual Incentive Plan

    | | | Performance Schedule(1) | | | | | | Corporate Financial Metric & Weighting | | Threshold | Target | Maximum | Actual | Percent attainment | | Net Charge-Off Rate and Adjusted EBITDA | Net Charge-Off Rate (35%) | 13.1% | 11.4% | 9.7% | 12.0% | 78.9% | | | Adjusted EBITDA (65%) | $133M | $156M | $179M | $148M | 81.5% | | Total Corporate Attainment | | | | | | 80.6% |

  63. Annual Incentive Plan

    | (1) Attainment percentage between threshold, target, and maximum performance levels is determined based on a sliding-scale interpolation. |

  64. Annual Incentive Plan

    For a reconciliation of non-GAAP Adjusted EBITDA, refer to Appendix A to this proxy statement. For more information about our business, please see “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Individual annual incentive award goals and achievement for our NEOs vary depending on the Company’s strategic priorities and each executive officer’s responsibilities. While not exhaustive, below are certain key factors that the compensation and leadership committee, in consultation with our Former CEO, considered when determining the individual component of each 2025 annual incentive award. The compensation and leadership committee recognized the Company’s significant improvement in GAAP profitability in 2025 and meaningful year-over-year improvement in operating and financial performance. The compensation and leadership committee determined that the NEOs played critical roles in executing against the

  65. Annual Incentive Plan

    | | 45 |

  66. Annual Incentive Plan

    Company’s strategic priorities of improving credit outcomes, strengthening business economics and positioning the Company for sustainable, profitable growth. In assessing individual performance, the compensation and leadership committee considered accomplishments including:

  67. Annual Incentive Plan

    | • | Leading disciplined credit management initiatives, including enhancements to underwriting standards, deployment of early default models and improved decisioning infrastructure, and increasing the proportion of originations to returning members to support stable portfolio performance; |

  68. Annual Incentive Plan

    | • | Strengthening business economics through operating expense reductions, improved operating leverage and enhanced capital efficiency; |

  69. Annual Incentive Plan

    | • | Advancing balance sheet optimization efforts, including reducing corporate debt, lowering cost of capital, expanding warehouse capacity and maintaining access to diversified funding sources; |

  70. Annual Incentive Plan

    | • | Managing complex governance, regulatory and shareholder matters, including navigating a protracted proxy contest and heightened shareholder engagement, while maintaining operational focus and compliance standards; |

  71. Annual Incentive Plan

    | • | Supporting the continued expansion of secured personal loans and other strategic product initiatives designed to improve portfolio resiliency and long-term profitability; and |

  72. Annual Incentive Plan

    | • | Providing strategic leadership during a period of macroeconomic uncertainty to maintain disciplined execution and advance long-term stockholder value creation. |

  73. Annual Incentive Plan

    As a result of the compensation and leadership committee’s performance review, the following annual cash incentive awards were paid to each of our NEOs for 2025:

  74. Annual Incentive Plan

    | | Target Bonus ($) | Bonus Payout as a Percentage of Target (%) | Actual Bonus Amount ($) | | Raul Vazquez | 918,750 | 81.6 | 749,700 | | Kathleen Layton | 273,000 | 85.5 | 233,279 | | Patrick Kirscht | 331,500 | 81.0 | 268,349 |

  75. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Our compensation and leadership committee believes long-term incentive compensation effectively aligns executive and stockholder interests, driving sustained value creation. The program is designed to promote retention, support recruitment of key talent, and reward performance that maximizes long-term stockholder returns. In 2025, our long-term incentive program provided for the delivery of long-term incentive awards through a combination of the following two award vehicles:

  76. Long-Term Incentive Compensation

    | LTI Vehicle | Vesting Terms | Weighting | | Performance-based Restricted Stock Units (PSUs) | Performance based on Economic ROA for 2025; resulting units are subject to a three-year relative TSR modifier (2025-2027); cliff vesting following completion of the three-year period (scheduled vesting March 10, 2028), subject to continued employment | Approximately 50% of total award (Former CEO) / 40% (other NEOs) | | Restricted Stock Units (RSUs) | RSUs vest in three equal annual installments from the vesting commencement date of March 10, 2025, subject to continued employment | Approximately 50% of total award (Former CEO) / 60% (other NEOs) |

  77. Long-Term Incentive Compensation

    The PSU award is designed to align executive compensation with both disciplined financial performance and long-term stockholder value creation. Beginning with the 2025-2027 PSU award cycle, the compensation and leadership committee refined the PSU structure implemented in prior years to incorporate a combination of an internal financial performance metric and a relative market-based modifier, rather than being based solely on absolute stockholder return. These refinements were intended to more closely align incentive outcomes with the Company’s evolving strategic priorities by reinforcing near-term financial discipline while maintaining a strong linkage to long-term relative stockholder returns. For this award cycle, initial performance is measured over a one-year period based on Economic Return on Assets (“Economic ROA”), as defined in the applicable award agreement. The compensation and leadership committee selected Economic ROA because it believes this metric promotes capital discipline, balance sheet efficiency and sustainable earnings generation, which are critical drivers of long-term value in the Company’s business model. A number of PSUs is calculated following the one-year performance period based on actual Economic ROA results relative to pre-established performance goals.

  78. Long-Term Incentive Compensation

    | | 47 |

  79. Long-Term Incentive Compensation

    Any PSUs achieved based on Economic ROA performance are eligible to vest at the end of a three-year period subject to a relative total shareholder return (“rTSR”) modifier. The rTSR modifier measures the Company’s total shareholder return relative to the Russell 3000 Index over a three-year performance period covering calendar years 2025 through 2027. The compensation and leadership committee incorporated the rTSR modifier to ensure that realized payouts reflect the Company’s performance relative to the broader market and stockholder experience over the longer term. Following completion of the three-year rTSR performance period, earned units may be adjusted upward or downward based on percentile performance relative to the index.

  80. Economic ROA Performance Scale

    | Economic ROA | % of Target PSUs Eligible | | 1.53% or greater | 125% | | 1.32% | 100% | | 1.11% | 75% | | 0.90% | 50% | | 0.71% | 25% | | Less than 0.71% | 0% |

  81. Relative TSR Modifier (3-Year Performance Period)

    Relative TSR Modifier (3-Year Performance Period)

  82. Relative TSR Modifier (3-Year Performance Period)

    | Relative TSR Percentile vs. Russell 3000 | Modifier (+/-25%) | | ≥ 75th percentile | 125% | | 65th – 74th percentile | 115% | | 55th – 64th percentile | 110% | | 45th – 54th percentile | 100% | | 35th – 44th percentile | 90% | | 25th – 34th percentile | 85% | | < 25th percentile | 75% |

  83. Relative TSR Modifier (3-Year Performance Period)

    Performance between the levels shown above is determined using linear interpolation. If the Company’s absolute TSR over the performance period is negative, the modifier is capped at 100%. The target number of PSUs granted reflects 100% achievement of both Economic ROA and the rTSR modifier. Actual payout may range from 0% to 156% of the target number of units, depending on performance. In addition to satisfying the applicable performance conditions, vesting remains subject to continued employment. Any units that become eligible for vesting based on our Economic ROA results and our rTSR are scheduled to vest on March 10, 2028.

  84. PSU Performance Certification

    PSU Performance Certification The compensation and leadership committee reviews and certifies PSU performance following the completion of the applicable performance periods, with certification required within 45 days after the end of each performance period. 2023 PSU Awards. The PSU awards granted in 2023 were based on absolute TSR over the three-year performance period from January 1, 2023 through December 31, 2025. Based on the compensation and leadership committee’s certification of Company TSR for this period of negative 10.1%, no PSUs were eligible to be earned, and the awards were forfeited in full.

  85. PSU Performance Certification

    | | 48 |

  86. PSU Performance Certification

    2025 PSU Awards. For the 2025-2027 PSU award cycle, initial performance is measured based on Economic ROA for fiscal year 2025. Based on the compensation and leadership committee’s certification of Economic ROA of 0.99% for the period ended December 31, 2025, approximately 60.7% of the target PSUs became eligible units. These eligible units remain subject to further adjustment based on rTSR performance over the three-year period ending December 31, 2027, and continued service through the applicable vesting date.

  87. Special Cash and RSU Retention Awards

    Special Cash and RSU Retention Awards In December 2025, the compensation and leadership committee approved retention awards for certain executive officers, including to Ms. Layton and Mr. Kirscht. The compensation and leadership committee determined these awards were critical to promote leadership continuity and stability during a period of heightened operational demands and execution of critical strategic priorities. The compensation and leadership committee consulted with its independent compensation consultant to determine the appropriate form and amount of retention incentives, reviewed market data and evaluated multiple structures and alternatives before approving an award consisting of a combination of cash and equity. The retention awards consisted of (i) cash retention awards subject to continued service and (ii) RSU awards granted under the Company’s 2019 Equity Incentive Plan. The cash retention awards vest in two equal installments in September 2026 and June 2027, subject to continued employment through the applicable vesting dates. The RSU awards cliff vest based on continued service through mid-2027. In addition, the retention awards are subject to certain acceleration rights, as more fully described in the section entitled “Employment, Severance and Change in Control Agreements - Retention Awards” below. The cash retention awards for Ms. Layton and Mr. Kirscht were $441,000 and $535,500, respectively, and RSUs were 86,043 and 95,603, respectively. The grant date fair value of the RSUs were less than annual long-term equity awards, representing approximately 60% and 40% of the grant date fair value of the 2025 annual long-term equity awards granted to Ms. Layton and Mr. Kirscht, respectively, in April 2025. These retention awards were separate from and in addition to the Company’s regular annual cash incentive and long-term equity compensation programs. The compensation and leadership committee views these awards as special grants designed to address specific retention considerations and does not intend for them to alter the Company’s ongoing annual compensation structure or target pay mix. Pursuant to SEC guidance, the cash retention awards will be reported in the Summary Compensation Table in the year in which the applicable vesting conditions are satisfied. The RSU awards are reflected in the 2025 Summary Compensation Table at their grant date fair value.

  88. Early 2026 Compensation Actions – Leadership Transition

    receive cash severance equal to $1,102,500, representing eighteen (18) months of his base annual salary, payable in equal installments over eighteen (18) months; (2) Mr. Vazquez also will receive a lump sum payment equal to $918,750 multiplied by (a) the number of calendar days he is employed with us in 2026 as of his last day of employment divided by (b) 365; (3) the Company will cover the premiums for COBRA coverage for Mr. Vazquez and his eligible dependents for a period of up to eighteen (18) calendar months following his last day of employment with us, subject to the terms of the Transition Agreement; and (4) (i) one hundred percent (100%) of Mr. Vazquez’s outstanding and unvested time-based restricted stock units will immediately vest and settle, and (ii) if and to the extent any 2025 PSUs become eligible to vest based on Economic ROA achievement, then two-thirds of such eligible 2025 PSUs will remain eligible to vest on the scheduled vesting date, subject to the terms and conditions of the applicable 2025 PSU agreement entered into by Mr. Vazquez, including any adjustments due to the application of rTSR as described above, but in each case, disregarding any continued service or similar condition under the 2025 PSU agreement. Following his termination of employment on April 3, 2026 and pursuant to his Transition Agreement, Mr. Vazquez is continuing to provide service to us as a non-employee advisor through July 3, 2026 in order to promote a smooth and orderly transition of his duties. During this time, Mr. Vazquez receives a cash fee of $61,250 per month as payment for his services. Office of the CEO Appointment Effective as of April 4, 2026, in connection with Mr. Vazquez’s departure, Ms. Layton and Gaurav Rana, were appointed to serve in the joint Office of the CEO of the Company. In this capacity, Ms. Layton and Mr. Rana served as the co-principal executive officers and as interim leaders of the Company until the permanent CEO was appointed. In connection with her appointment to serve in the joint Office of the CEO, the compensation and leadership committee of the Board approved an additional $35,000 per month to Ms. Layton’s base salary, to be paid on top of her existing annual base salary of $450,000 (equivalent to $37,500 per month), for the period of time she served in the joint Office of the CEO. Chief Executive Officer Appointment On April 15, 2026, Douglas Bland was appointed as Chief Executive Officer and as a Director of the Company, effective as of April 20, 2026. In connection with his appointment and after consideration of a variety of factors, including market data and recommendation from Willis Towers Watson the compensation and leadership committee approved an offer letter agreement with Mr. Bland pursuant to which he will be paid an annual base salary of $750,000 and be eligible to receive an annual performance bonus with a target opportunity of 125% of his base salary. Mr. Bland will be granted a long-term new hire equity award with a total target grant date value of $5,000,000, with approximately 50% of the target value allocated to RSUs and 50% of the target value allocated to PSUs, with RSUs vesting over a three-year period and PSUs eligible to vest after the end of the three-year performance period based on a combination of the Company’s Economic ROA (as defined in the PSU Award Agreement) and the Company’s relative total stockholder return performance against the Russell 3000 Index over the three-year period, subject to earlier vesting upon certain termination and change in control events. The offer letter also provides for a long-term cash retention award of $500,000 that will vest in three equal annual installments subject to Mr. Bland’s continued employment and a $500,000 cash signing bonus that will vest and be paid in four equal quarterly installments of $125,000 subject to Mr. Bland’s continuing employment, unless he experiences certain qualifying termination events. Mr. Bland will be eligible for benefits under our executive change in control and severance policy. Kirscht Transition Agreement In connection with Mr. Kirscht’s transition and separation from the Company, he entered into a transition agreement and release (the “Kirscht Transition Agreement”) with us dated June 15, 2026 that was approved by the Board. Under the Kirscht Transition Agreement, (1) Mr. Kirscht will receive (i) an aggregate cash severance

  89. Early 2026 Compensation Actions – Leadership Transition

    payment equal to $525,300 (which represents twelve (12) months of his annual base salary), payable in equal installments over twelve (12) months, (ii) a lump sum cash payment equal to $155,287 (which represents his annual target bonus in effect for 2026) multiplied by (a) the number of calendar days he is employed with us in 2026 as of his last day of employment divided by (b) 365, and (iii) a lump sum cash payment equal to $535,500 (which represents the cash retention award granted to Mr. Kirscht in December 2025); (2) the Company will cover the premiums for COBRA coverage for Mr. Kirscht and his eligible dependents for a period of up to twelve (12) calendar months following his last day of employment with us, subject to the terms of the Kirscht Transition Agreement; (3) all 95,603 of the RSUs granted to Mr. Kirscht in December 2025 will vest and settle; and subject to Mr. Kirscht executing and not revoking the confirmatory release agreement attached to the Kirscht Transition Agreement following the end of the Advisory Period (as defined below) and otherwise complying with the terms of the Kirscht Transition Agreement, (4) (i) 17,907 additional outstanding and unvested time-based RSUs will vest and settle; (ii) 75.6% of the PSUs granted to Mr. Kirscht in 2024 (or 61,043 target PSUs) will remain eligible to vest on the scheduled vesting date for such award based on achievement of the Company TSR goal in accordance with the applicable stock agreements, and (iii) 18,855 of the Economic ROA Eligible Units granted to Mr. Kirscht in 2025 will remain eligible to vest on the scheduled vesting date for such award, subject to the applicable stock agreements entered into by Mr. Kirscht. Following his termination of employment on June 15, 2026 and pursuant to the Kirscht Transition Agreement, Mr. Kirscht is continuing to provide service to us as a non-employee advisor through September 15, 2026 in order to promote a smooth and orderly transition of his duties. During this time, Mr. Kirscht receives a cash fee of $45,000 per month as payment for his services. Chief Risk Officer Appointment Sean Rowles was appointed as Chief Risk Officer of the Company, effective as of June 17, 2026. In connection with his appointment and after consideration of a variety of factors, the Company entered into an offer letter agreement with Mr. Rowles pursuant to which he will be paid an annual base salary of $550,000 and be eligible to receive an annual performance bonus with a target opportunity of 75% of his base salary. Mr. Rowles will be granted a long-term new hire equity award comprised of 382,653 RSUs and 127,551 PSUs, with RSUs vesting over a three-year period and PSUs vesting after the end of a three-year period based on achievement of the relevant performance goals. The RSUs and PSUs are expected to be granted in September 2026 in accordance with the Company’s normal grant cycle under and subject to the terms of the Company’s Amended and Restated 2021 Inducement Equity Incentive Plan. The offer letter also provides for a long-term cash retention award of $500,000 that will vest in three equal annual installments subject to Mr. Rowles’s continued employment and a $500,000 cash signing bonus that will vest and be paid in two equal installments of $250,000 on the six-month and twelve-month anniversary of June 17, 2026, subject to Mr. Rowles’s continuing employment, unless he experiences certain qualifying termination events. Mr. Rowles will be eligible for benefits under our executive change in control and severance policy.

  90. Employment and Change in Control Arrangements

    Employment and Change in Control Arrangements We have entered into at-will employment offer letters with each of our NEOs that were approved by the compensation and leadership committee and our Board. In addition, we provide each NEO with the opportunity to receive certain severance payments and benefits in the event of a termination of employment under certain circumstances, including in connection with a change of control. The compensation and leadership committee generally believes that the severance protection payments and benefits we offer are necessary to provide stability among our executive officers, serve to focus our executive officers on our business operations, and avoid distractions in connection with a potential change in control transaction or period of uncertainty. For additional information on the employment arrangements and potential post-employment payments to our NEOs, see “Employment, Severance, and Change in Control Agreements” and “Potential Payments and Benefits Upon Termination or Change in Control” below.

  91. Employment and Change in Control Arrangements

    | | 51 |

  92. Compensation Clawback

    and (iv) no more than three years have elapsed from the filing date of such financial statements upon which such incentive compensation was determined, then the Company shall recoup from such clawback officer an amount equal to such excess cash incentive compensation through such means as the compensation and leadership committee determines in accordance with the policy. In addition to the above-described discretionary clawback policy, in November 2023, the compensation and leadership committee adopted a separate mandatory incentive-based executive clawback policy which applies to our current and former executive officers, on or after October 2, 2023. Our mandatory clawback policy provides for the recoupment of certain executive compensation, regardless of whether the executive officer was at fault, including but not limited to short- and long-term incentive-based compensation, in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under U.S. federal securities laws, consistent with SEC regulations effective in 2023. Under the policy, if an accounting restatement occurs, the Company is required to recover any incentive-based compensation received by an executive officer that exceeds what would have been earned under the restated financial statements. The compensation and leadership committee administers the policy, determining the amount to be recovered and overseeing the repayment process in accordance with the policy. Recovery methods may include direct reimbursement, offsetting against future compensation, cancellation of equity awards, or other legally permissible actions. Exceptions to the policy are limited and apply only if recovery would be impracticable, such as when enforcement costs exceed the recoverable amount, or recovery would violate applicable laws.

  93. Practices and Policies Related to the Grant of Certain Equity Awards

    Practices and Policies Related to the Grant of Certain Equity Awards While our Long-Term Incentive Compensation plan allows for the granting of stock options, stock appreciation rights, and similar option-like awards, we have not awarded stock options, stock appreciation rights, or similar option-like awards in recent years to our executive officers or directors, and there were no stock options

  94. Practices and Policies Related to the Grant of Certain Equity Awards

    | | 53 |

  95. Practices and Policies Related to the Grant of Certain Equity Awards

    granted to or exercised by our executive officers or directors in fiscal year 2025. Instead, long-term equity incentives are delivered through our PSUs and RSUs, which we believe better aligns with our pay-for-performance philosophy. Should the compensation and leadership committee determine that the award of stock options or similar option-like awards support our objectives in the future, grants will be made following a structured process aligned with our established equity grant policies and timing considerations. It is the general practice and policy of our compensation and leadership committee not to grant stock options or similar awards to executive officers or directors in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock and not to time the public release of such information based on stock option grant dates. Additionally, it is our general practice and policy not to grant stock options or similar awards (i) outside of “trading windows” established in accordance with our insider trading policy; or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. The foregoing restrictions do not apply to RSUs or other types of equity awards that do not include an exercise price related to the market price of our common stock on the grant date. As a general practice, our executive officers, directors, and employees are not permitted to choose the grant date applicable to their individual equity awards. Annual grants (excluding one-time awards that may be made in unique circumstances, such as a retention incentive) are generally made at a meeting of the compensation and leadership committee that is held during the first half of each fiscal year. New hire grants are generally granted on fixed dates on or following compensation and leadership committee approval and the employee’s start date, but may be granted at other times as the compensation and leadership committee or Board determines appropriate. In accordance with these practices and policies, during the fiscal year ended December 31, 2025, none of our NEOs were awarded stock options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material nonpublic information and ending one business day after the filing or furnishing of such reports. During 2025, we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  96. Taxation of Parachute Payments and Deferred Compensation

    Taxation of Parachute Payments and Deferred Compensation We do not provide, and have no obligation to provide, any executive officer, including any NEO, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Section 280G, 4999, or 409A of the Code. Sections 280G and 4999 of the Code provide that

  97. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the compensation awarded to, earned by or paid to our NEOs for the years ended December 31, 2025, 2024, and 2023:

  98. Summary Compensation Table

    | | Year | Salary(1) ($) | Bonus ($) | Stock Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation(5) ($) | Total ($) | | Raul Vazquez(6)(7) Chief Executive Officer | 2025 | 716,155 | — | 2,862,000 | 749,700 | — | 4,327,855 | | | 2024 | 595,000 | — | 682,444 | 616,658 | — | 1,894,102 | | | 2023 | 687,885 | — | 746,007 | 225,680 | 34,963 | 1,694,535 | | Kathleen Layton Chief Legal Officer and Corporate Secretary | 2025 | 414,231 | — | 1,220,615 | 233,279 | — | 1,868,125 | | | 2024 | 387,173 | — | 136,491 | 267,252 | — | 790,917 | | | 2023 | 356,216 | 95,175(2) | 371,545 | 47,795 | 15,362 | 886,093 | | Patrick Kirscht Chief Credit Officer | 2025 | 503,299 | — | 1,653,911 | 370,224 | — | 2,527,434 | | | 2024 | 483,115 | — | 360,845 | 445,759 | — | 1,289,720 | | | 2023 | 473,509 | — | 208,704 | 121,881 | 39,819 | 843,913 |

  99. Summary Compensation Table

    | (1) The salary amounts in this column reflect the blended salary paid, which takes into account any salary increases or decreases effective during the year, if any. These amounts have been adjusted to reflect the blended salary paid and may deviate an immaterial amount from the previously reported salaries. |

  100. Summary Compensation Table

    | (2) The amount reported represents an annual bonus paid to Ms. Layton during the course of 2023, prior to her promotion to Chief Legal Officer. At the time, the bonus for non-executive employees was not based on pre-established performance criteria and therefore is not included in Non-Equity Incentive Plan Compensation. |

  101. Summary Compensation Table

    | (3) This column reflects the aggregate grant date fair value of RSUs and PSUs measured pursuant to FASB ASC 718 without regard to forfeitures and assuming the probable level of achievement for all PSUs. We value time-based RSUs based on the closing market price of our common stock reported on Nasdaq on the grant dates. We value PSUs using the Monte Carlo simulation pricing model. In 2025, Messrs. Vazquez and Kirscht and Ms. Layton were granted PSUs having the following grant date fair values: $1,559,250 for Mr. Vazquez, $339,709 for Ms. Layton, and $509,563 for Mr. Kirscht. The value of the PSUs at the grant date assuming that the highest level of performance conditions will be achieved is $2,432,430 for Mr. Vazquez, $529,945 for Ms. Layton, and $794,918 for Mr. Kirscht. The actual number of PSUs, if any, that may be earned range from 0% to 156% of the target number of units. For additional information on the assumptions used in calculating the grant date fair value of these awards see Note 2 and Note 11 to our Notes to the Consolidated Financial Statements included on our Annual Report on Form 10-K filed February 27, 2026, as well as “Elements of Executive Compensation and 2025 Compensation Decisions-Long-Term Incentive Compensation” above. These amounts in this column may not reflect the actual economic value that may be realized by the NEO. |

  102. Summary Compensation Table

    | (4) The amounts represent the bonuses paid under our annual incentive plan. For Mr. Kirscht, the amount also includes the bonus paid under our MBO Cash Performance Program, as applicable. |

  103. Summary Compensation Table

    | (5) The amounts reported include the cash value of Oportun’s match of our NEO’s contributions to the 401(k) plan in 2023, matching charitable contributions made by Oportun in 2023 pursuant to the Company’s charitable match program, certain life insurance premium payments, and certain medical insurance and disability insurance payments. No 401(k) matching contributions were provided to the NEOs for 2024 or 2025. |

  104. Summary Compensation Table

    | (6) Mr. Vazquez was not paid additional compensation for his service on our Board. |

  105. Summary Compensation Table

    | | 55 |

  106. Summary Compensation Table

    | (7) Mr. Vazquez’ base salary was voluntarily decreased from $700,000 to $595,000, effective November 11, 2023. The voluntary reduction remained in effect throughout fiscal year 2024. Effective March 1, 2025, Mr. Vazquez’s annual base salary was reinstated to $700,000 and his annual base salary was subsequently increased to $735,000 on a go-forward basis, also effective as of March 1, 2025. |

  107. Grants of Plan-Based Awards in Fiscal Year 2025

    Grants of Plan-Based Awards in Fiscal Year 2025 The following table provides information regarding each grant of a plan-based award made to an NEO under any plan in the year ended December 31, 2025:

  108. Grants of Plan-Based Awards in Fiscal Year 2025

    | | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | Type of Award | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares or Units (#) | Grant Date Fair Value of Stock Awards(2) ($) | | Raul Vazquez | Annual incentive award | | 144,703 | 918,750 | 1,378,125 | — | — | — | — | — | | | PSU | 4/02/2025 | — | — | — | 42,188 | 225,000 | 351,000 | — | 1,559,2500 | | | RSU | 4/02/2025 | — | — | — | — | — | — | 225,000 | 1,302,750 | | Kathleen Layton | Annual incentive award | | 35,831 | 273,000 | 409,500 | — | — | — | — | — | | | PSU | 4/02/2025 | — | — | — | 9,191 | 49,020 | 76,471 | — | 339,709 | | | RSU | 4/02/2025 | — | — | — | — | — | — | 73,530 | 425,739 | | | RSU | 12/31/2025 | — | — | — | — | — | — | 86,043 | 455,167 | | Patrick Kirscht | Annual incentive award | | 43,509 | 331,500 | 497,250 | — | — | — | — | — | | | MBO award | | — | 125,000 | — | — | — | — | — | — | | | PSU | 4/02/2025 | — | — | — | 13,787 | 73,530 | 114,707 | — | 509,563 | | | RSU | 4/02/2025 | — | — | — | — | — | — | 110,295 | 638,608 | | | RSU | 12/31/2025 | — | — | — | — | — | — | 95,603 | 505,740 |

  109. Grants of Plan-Based Awards in Fiscal Year 2025

    | (1) The target amounts shown in the column reflect the annual cash incentive compensation for which the executive was eligible to receive under our annual incentive plan or MBO award program, respectively. The MBO award program does not contain a minimum threshold. Threshold amounts for the annual incentive plan represent 50% attainment of the Net-Charge Off Rate corporate performance metric and 0% attainment for the remaining corporate performance and individual goals metrics. See “Executive Compensation - MBO Cash Performance Program” for additional details. |

  110. Grants of Plan-Based Awards in Fiscal Year 2025

    | (2) This column reflects the aggregate grant date fair value of the RSU awards and PSU awards, assuming the probable level of achievement, measured pursuant to FASB ASC 718, without regard to forfeitures. The assumptions used in calculating the grant date fair value of these awards are set forth in Note 2 and Note 11 to our Notes to the Consolidated Financial Statements included on our Annual Report on Form 10-K filed February 27, 2026. These amounts do not reflect the actual economic value that may be realized by the NEO. |

  111. Grants of Plan-Based Awards in Fiscal Year 2025

    | | 56 |

  112. Outstanding Equity Awards at 2025 Fiscal Year End

    Outstanding Equity Awards at 2025 Fiscal Year End The following table provides information with respect to all outstanding stock options and RSUs held by our NEOs as of December 31, 2025. See “Employment, Severance, and Change in Control Agreements” and “Potential Payments and Benefits Upon Termination or Change in Control” below for information regarding the impact of certain employment termination scenarios on outstanding equity awards.

  113. Outstanding Equity Awards at 2025 Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Award Grant Date(1) | Number of Securities Underlying Unexercised Options- Unexercisable(2) (#) | Number of Securities Underlying Unexercised Options- Exercisable(3) (#) | Option Exercise Price ($/sh) | Option Expiration Date | Number of Shares or Units That Have Not Vested (#) | Market Value of Shares or Units That Have Not Vested(4) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(5) ($) | | Raul Vazquez | 11/30/2016 | — | 145,453 | 19.69 | 11/29/2026 | — | — | — | — | | | 6/28/2019 | — | 140,551 | 18.04 | 6/27/2029 | — | — | — | — | | | 3/10/2020(6) | — | 193,364 | 19.00 | 3/9/2030 | — | — | — | — | | | 3/10/2021(6) | — | 72,136 | 21.26 | 3/9/2031 | — | — | — | — | | | 3/25/2022 | 6,973 | 104,575 | 13.39 | 3/24/2032 | — | — | — | — | | | 3/25/2022 | — | — | — | — | 49,491(4) | 261,807 | — | — | | | 12/6/2023 | — | — | — | — | 58,788(7) | 310,989 | — | — | | | 12/6/2023 | — | — | — | — | — | — | 44,090(10) | 233,236 | | | 06/14/2024 | — | — | — | — | 101,782(8) | 538,427 | — | — | | | 06/14/2024 | — | — | — | — | — | — | 38,168(11) | 201,909 | | | 4/2/2025 | — | — | — | — | 225,000(9) | 1,190,250 | — | — | | | 4/2/2025 | — | — | — | — | — | — | 225,000(12) | 1,190,250 | | Kathleen Layton | 12/21/2016 | — | 8,522 | 19.69 | 12/20/2026 | — | — | — | — | | | 11/29/2017 | — | 4,022 | 24.86 | 11/28/2027 | — | — | — | — | | | 3/29/2018 | — | 3,935 | 25.41 | 3/28/2028 | — | — | — | — | | | 3/10/2020(6) | — | 9,164 | 19.00 | 3/9/2030 | — | — | — | — | | | 3/10/2021(6) | — | 5,857 | 21.26 | 3/9/2031 | — | — | — | — | | | 3/10/2022 | — | — | — | — | 2,557(4) | 13,527 | — | — | | | 3/10/2022(6) | 1,081 | 16,202 | 13.26 | 3/9/2032 | — | — | — | — | | | 9/10/2023 | — | — | — | — | 18,051(4) | 95,490 | — | — | | | 06/14/2024 | — | — | — | — | 20,357(8) | 107,689 | — | — | | | 06/14/2024 | — | — | — | — | — | — | 7,633(11) | 40,379 | | | 04/02/2025 | — | — | — | — | 73,530(9) | 388,974 | — | — | | | 04/02/2025 | — | — | — | — | — | — | 49,020(12) | 259,316 | | | 12/31/2025 | — | — | — | — | 86,043(13) | 455,167 | — | — | | Patrick Kirscht | 11/30/2016 | — | 45,453 | 19.69 | 11/29/2026 | — | — | — | — | | | 6/28/2019 | — | 70,275 | 18.04 | 6/27/2029 | — | — | — | — | | | 3/10/2020(6) | — | 82,871 | 19.00 | 3/9/2030 | — | — | — | — | | | 3/10/2021(6) | — | 30,916 | 21.26 | 3/9/2031 | — | — | — | — | | | 3/25/2022 | 2,989 | 44,818 | 13.39 | 3/24/2032 | — | — | — | — | | | 3/25/2022 | — | — | — | — | 21,211(4) | 112,206 | — | — | | | 12/6/2023 | — | — | — | — | 16,447(7) | 87,005 | — | — | | | 12/6/2023 | — | — | — | — | — | — | 12,334(10) | 65,247 | | | 06/14/2024 | — | — | — | — | 53,818(8) | 284,697 | — | — | | | 06/14/2024 | — | — | — | — | — | — | 20,181(11) | 106,757 | | | 04/02/2025 | — | — | — | — | 110,295(9) | 583,461 | — | — | | | 04/02/2025 | — | — | — | — | — | — | 73,530(12) | 388,974 | | | 12/31/2025 | — | — | — | — | 95,603(13) | 505,740 | — | — |

  114. Outstanding Equity Awards at 2025 Fiscal Year End

    | (1) Awards with a grant date after July 31, 2015, but on or prior to September 26, 2019, were granted under our 2015 Stock Option/Stock Issuance Plan. Awards with a grant date after September 26, 2019 were granted under our 2019 Equity Incentive Plan. |

  115. Outstanding Equity Awards at 2025 Fiscal Year End

    | | 57 |

  116. Outstanding Equity Awards at 2025 Fiscal Year End

    | (2) Each option grant provides for a four-year vesting schedule, with one-fourth of the underlying shares vesting on the one-year anniversary of the vesting commencement date, and the balance vesting in equal monthly installments over the remaining 36 months, in each case subject to the executive’s continued service through the applicable vesting date. Except with respect to stock options granted under our 2019 Equity Incentive Plan, options are exercisable immediately following grant, also known as “early exercisable,” and unvested shares purchased on an early exercise are subject to a repurchase right in our favor on termination of employment that lapses along the same vesting schedule as contained in the option grant. This column reflects the number of unexercised options that were unvested as of December 31, 2025. |

  117. Outstanding Equity Awards at 2025 Fiscal Year End

    | (3) This column reflects the number of shares subject to unexercised options that were vested as of December 31, 2025. |

  118. Outstanding Equity Awards at 2025 Fiscal Year End

    | (4) The RSUs will vest over a four-year period with one-fourth of the RSUs vesting on each one-year anniversary of the vesting commencement date, subject to the executive’s continued service on each such vesting date. There is no performance-based vesting condition associated with such RSUs. |

  119. Outstanding Equity Awards at 2025 Fiscal Year End

    | (5) Represents the number of unvested shares underlying RSUs or PSUs multiplied by the per share fair market value of our common stock as of December 31, 2025, based on the closing price of our common stock of $5.29 per share. |

  120. Outstanding Equity Awards at 2025 Fiscal Year End

    | (6) Stock options granted under our 2019 Equity Incentive Plan are not early exercisable. |

  121. Outstanding Equity Awards at 2025 Fiscal Year End

    | (7) The RSUs will vest in 3 equal annual installments from the vesting commencement date of March 10, 2023, subject to the executive’s continued service on each vesting date. There is no performance-based vesting condition associated with such RSUs. |

  122. Outstanding Equity Awards at 2025 Fiscal Year End

    | (8) The RSUs will vest in 3 equal annual installments from the vesting commencement date of March 10, 2024, subject to the executive’s continued service on each vesting date. There is no performance-based vesting condition associated with such RSUs. |

  123. Outstanding Equity Awards at 2025 Fiscal Year End

    | (9) The RSUs will vest in 3 equal annual installments from the vesting commencement date of March 10, 2025, subject to the executive’s continued service on each vesting date. There is no performance-based vesting condition associated with such RSUs. |

  124. Outstanding Equity Awards at 2025 Fiscal Year End

    | (10) These amounts represent PSU grants, assuming an achievement level at threshold. The actual number of PSUs, if any, that may be earned range from 0% to 125% of the target number of units. Any PSUs that vest in excess of the 100% target number of units (the “Upside Units”) may be paid out in cash. Vesting is also contingent upon the continued employment of the executive through March 10, 2026, or as otherwise provided in the applicable award agreement. Based on the compensation and leadership committee’s certification of Company TSR for this period of negative 10.1%, no PSUs were eligible to be earned, and the awards were forfeited in full. |

  125. Outstanding Equity Awards at 2025 Fiscal Year End

    | (11) These amounts represent PSU grants, assuming an achievement level at threshold. The actual number of PSUs, if any, that may be earned range from 0% to 125% of the target number of units. Any Upside Units may be paid out in cash. Vesting is also contingent upon the continued employment of the executive through March 10, 2027, or as otherwise provided in the applicable award agreement. |

  126. Outstanding Equity Awards at 2025 Fiscal Year End

    | (12) These amounts represent PSU grants, assuming an achievement level at target. The actual number of PSUs, if any, that may be earned range from 0% to 156% of the target number of units. Vesting is also contingent upon the continued employment of the executive through March 10, 2028, or as otherwise provided in the applicable award agreement or, in the case of Mr. Vazquez, Transition Agreement. For additional information, see “Elements of Executive Compensation and 2025 Compensation Decisions-Long-Term Incentive Compensation” above. |

  127. Outstanding Equity Awards at 2025 Fiscal Year End

    | (13) The RSUs will cliff vest on June 30, 2027, subject to the executive’s continued service on each vesting date. There is no performance-based vesting condition associated with such RSUs. |

  128. Outstanding Equity Awards at 2025 Fiscal Year End

    | | 58 |

  129. Option Exercises and Stock Vested in Fiscal Year 2025

    Option Exercises and Stock Vested in Fiscal Year 2025 The following table presents information concerning the aggregate value and number of shares of our common stock for which options were exercised or RSUs vested during 2025 for each of the NEOs:

  130. Option Exercises and Stock Vested in Fiscal Year 2025

    | | Option Awards | | Stock Awards(1) | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Raul Vazquez | — | — | 169,458 | 999,802 | | Kathleen Layton | — | — | 31,946 | 193,355 | | Patrick Kirscht | — | — | 68,974 | 406,947 |

  131. Option Exercises and Stock Vested in Fiscal Year 2025

    | (1) The number of shares and value realized on vesting include shares that were withheld or sold at the time of vesting to satisfy tax withholding requirements. |

  132. Potential Payments and Benefits Upon Termination or Change in Control

    Potential Payments and Benefits Upon Termination or Change in Control The following table sets forth the estimated payments and benefits that would be received by each of the NEOs upon a change in control of Oportun, upon a termination of employment without cause or following a resignation for good reason (which we refer to below as an involuntary termination) unrelated to a change in control, or upon an involuntary termination in connection with a change in control of Oportun. This table reflects amounts payable to each NEO assuming his or her employment was terminated on December 31, 2025, and/or the change in control also occurred on that date. For additional discussion of the potential benefits and payments due in connection with a termination of employment or a change in control, please see “Employment, Severance, and Change in Control Agreements-Executive Severance and Change in Control Policy” above.

  133. Potential Payments and Benefits Upon Termination or Change in Control

    | Name | Change in Control(1)(2)(3)(4) ($) | Involuntary Termination Other than During Change in Control Period(2)(3)(4) ($) | Involuntary Termination During Change in Control Period(2)(3)(4) ($) | | Raul Vazquez | | | | | Salary Severance(4) | — | 1,102,500 | 1,102,500 | | Bonus Severance(4) | — | — | 1,378,125 | | Continuation of Health Insurance Benefits | — | 41,778 | 41,778 | | Accelerated Vesting of Cash Awards | — | — | — | | Accelerated Vesting of Equity Awards | 2,930,835 | 1,238,754 | 5,232,307 | | Total(5) | 2,930,835 | 2,383,032 | 7,754,710 | | Kathleen Layton | | | | | Salary Severance | — | 420,000 | 420,000 | | Bonus Severance | — | — | 273,000 | | Continuation of Health Insurance Benefits | — | — | — | | Accelerated Vesting of Cash Awards | 441,000 | 441,000 | 441,000 | | Accelerated Vesting of Equity Awards | 420,846 | 455,167 | 1,481,692 | | Total | 861,846 | 1,316,167 | 2,615,692 | | Patrick Kirscht | | | | | Salary Severance | — | 510,000 | 510,000 | | Bonus Severance | — | — | 331,500 | | Continuation of Health Insurance Benefits | — | 27,852 | 27,852 | | Accelerated Vesting of Cash Awards | 535,500 | 535,500 | 535,500 | | Accelerated Vesting of Equity Awards | 1,077,018 | 505,740 | 2,650,126 | | Total | 1,612,518 | 1,579,092 | 4,054,978 |

  134. Potential Payments and Benefits Upon Termination or Change in Control

    | (1) The values listed in this column for “Equity Awards” reflect the estimated value of the PSUs granted to the applicable NEO that would become eligible PSUs (that is, eligible to vest on March 10, 2026, March 10, 2027, or March 10, 2028 subject to the NEO continuing to provide service following the change in control through that date) if a change in control occurred on December 31, 2025 (which was during each PSU award’s three-year performance period). This estimated value was calculated by multiplying the number of eligible PSUs by the closing price for a share of our common stock on December 31, 2025 (the last business |

  135. Potential Payments and Benefits Upon Termination or Change in Control

    | | 62 |

  136. Potential Payments and Benefits Upon Termination or Change in Control

    day of our 2025 fiscal year), which was $5.29. The number of eligible PSUs is assumed to be the target number of PSUs since the number of PSUs that would become eligible PSUs based on our TSR performance during the abbreviated performance period was less than the target number of PSUs.

  137. Potential Payments and Benefits Upon Termination or Change in Control

    | (2) Based on salary and target bonus amounts as of December 31, 2025. |

  138. Potential Payments and Benefits Upon Termination or Change in Control

    | (3) The values listed in this column for “Cash Awards” reflect the estimated value of accelerated vesting of the applicable NEO’s outstanding cash retention awards granted in December 2025. These cash retention awards are subject to service-based vesting and are not reflected in the 2025 Summary Compensation Table. |

  139. Potential Payments and Benefits Upon Termination or Change in Control

    | (4) The values listed in this column for “Equity Awards” reflect the estimated value of accelerated vesting of the applicable NEO’s equity awards, including the special retention awards, which was calculated by multiplying the number of shares underlying the NEO’s unvested option, RSU awards or PSU awards that would be accelerated by the closing price for a share of our common stock on December 31, 2025 (the last business day of our 2025 fiscal year), which was $5.29, minus the aggregate exercise price attributable to the accelerated shares in the case of a stock option. No value has been included for stock options that have a per share exercise price at or above $5.29. For the PSU awards granted to Messrs. Vazquez and Kirscht in 2023 and Messrs. Vazquez and Kirscht and Ms. Layton in 2024 and 2025, the number of PSUs accelerated is assumed to be the target number of PSUs since the number of PSUs that would become eligible PSUs based on our TSR performance during each abbreviated performance period was less than the target number of PSUs. |

  140. Potential Payments and Benefits Upon Termination or Change in Control

    | (5) The values listed in the above table are estimates only, assuming employment was terminated on December 31, 2025 or the change of control occurred on December 31, 2025. For a description of the actual compensation payable in connection with Mr. Vazquez’s transition in 2026, see the section entitled “Early 2026 Compensation Actions - Leadership Transition-Vazquez Transition Agreement.” |

  141. Pay Versus Performance

    Pay Versus Performance Our executives’ pay is variable and linked to our business and financial performance. The factors considered by the compensation and leadership committee to determine the compensation of the NEOs and other officers is described in the section “Executive Compensation—Roles of the Compensation and Leadership Committee, Management and the Compensation Consultant—Role of the Compensation and Leadership Committee” of this proxy statement. From 2023 through 2025, our Total Stockholder Return increased, and our Net Income improved materially, from a net loss in 2023 and 2024 to net income in 2025. These results reflect improved business and financial performance over the three-year period. In accordance with the requirements of Item 402(v) of Regulation S-K, the following table provides information regarding the “compensation actually paid” to our principal executive officer (“PEO”) and our other NEOs (“non-PEO NEOs”) and certain financial performance results of the Company.

  142. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for non-PEO NEOs(3) | Average Compensation Actually Paid to non-PEO NEOs(4) | Value of Initial Fixed $100 Investment Based on Company Total Stockholder Return(5) | Net Income (millions)(6) | | 2025 | $4,327,855 | $4,561,550 | $2,197,779 | $2,303,761 | $96.01 | $25.2 | | 2024 | $1,894,102 | $1,784,957 | $788,450 | $928,331 | $70.42 | $(78.7) | | 2023 | $1,694,535 | $1,591,853 | $865,003 | $723,769 | $20.19 | $(180.0) |

  143. Pay Versus Performance

    | (1) Represents amounts reported in the “total” column of the Summary Compensation Table (“SCT”) for Raul Vazquez (our Former Chief Executive Officer). Mr. Vazquez was our PEO for each of the years shown. |

  144. Pay Versus Performance

    | (2) Represents dollar amount for Mr. Vazquez derived from the starting point of the compensation reported in the “Total” column of the SCT, under the methodology prescribed under the SEC’s rules, as shown in the table below. The following table presents a reconciliation of total compensation paid to our PEO for each year shown as reported in the SCT, further above, to the compensation actually paid to our PEO, which was computed in accordance with Item 402(v) of Regulation S-K, as reported in the Pay Versus Performance table to which this footnote relates. |

  145. Pay Versus Performance

    | Fiscal Year | 2023 | 2024 | 2025 | | SCT Total for PEO | $1,694,535 | $1,894,102 | $4,327,855 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(746,007) | $(682,444) | $(2,862,000) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $1,076,900 | $917,559 | $2,585,250 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $(415,995) | $(176,820) | $132,718 | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $0 | $0 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years that Vested During Fiscal Year | $(17,580) | $(167,440) | $377,728 | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | $0 | | Compensation Actually Paid | $1,591,853 | $1,784,957 | $4,561,550 |

  146. Pay Versus Performance

    | | 66 |

  147. Pay Versus Performance

    | (3) Represents the averages of the amounts reported in the “total” column of the SCT for our non-PEO NEOs. Kathleen Layton and Patrick Kirscht were our non-PEO NEO’s for each of the year’s shown. |

  148. Pay Versus Performance

    | (4) Represents dollar amounts on an averaged basis for our non-PEO NEOs derived from the starting point of the compensation reported in the “Total” column of the SCT, under the methodology prescribed under the SEC’s rules, as shown in the table below. The following table presents a reconciliation of the average total compensation paid to our non-PEO NEOs for each year shown as reported in the SCT, further above, to the average compensation actually paid to our non-PEO NEOs, which was computed in accordance with Item 402(v) of Regulation S-K, as reported in the Pay Versus Performance table to which this footnote relates. |

  149. Pay Versus Performance

    | Fiscal Year | 2023 | 2024 | 2025 | | SCT Total for non-PEO NEOs | $865,003 | $788,450 | $2,197,779 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(290,124) | $(123,376) | $(1,437,263) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $257,775 | $334,339 | $1,346,576 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $(103,626) | $(25,551) | $82,062 | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $0 | $0 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years that Vested During Fiscal Year | $(5,258) | $(45,532) | $114,607 | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | $0 | | Compensation Actually Paid | $723,769 | $928,331 | $2,303,761 |

  150. Pay Versus Performance

    | (5) Represents value of initial $100 investment in Oportun stock on December 29, 2023, the last trading day prior to the earliest fiscal year shown in the table. |

  151. Pay Versus Performance

    | (6) Represents the Company’s net income reflected in the Company’s audited financial statements. |

  152. Pay Versus Performance

    | | 67 |

  153. Relationship Between PEO’s and Non-PEO NEOs’ Compensation Actually Paid and Total Shareholder Return (“TSR”)

    Relationship Between PEO’s and Non-PEO NEOs’ Compensation Actually Paid and Total Shareholder Return (“TSR”) The following graph sets forth the relationship between compensation actually paid (or “CAP”) to our PEO and the average of compensation actually paid to our non-PEO NEOs versus the Company’s cumulative TSR for the fiscal years shown.

  154. Relationship Between PEO’s and Non-PEO NEOs’ Compensation Actually Paid and Total Shareholder Return (“TSR”)

    | | 68 |

  155. Relationship Between PEO’s and Non-PEO NEOs’ Compensation Actually Paid and Net Income (Loss)

    Relationship Between PEO’s and Non-PEO NEOs’ Compensation Actually Paid and Net Income (Loss) The following graph sets forth the relationship between compensation actually paid to our PEO and the average of compensation actually paid to our non-PEO NEOs versus our net income (loss) for the fiscal years shown.

  156. Relationship Between PEO’s and Non-PEO NEOs’ Compensation Actually Paid and Adjusted EBITDA

    Relationship Between PEO’s and Non-PEO NEOs’ Compensation Actually Paid and Adjusted EBITDA The following graph sets forth the relationship between compensation actually paid to our PEO and the average of compensation actually paid to our non-PEO NEOs versus Adjusted EBITDA for the fiscal years shown.

  157. Adjusted EBITDA

    Adjusted EBITDA Adjusted EBITDA is a non-GAAP financial measure defined as our net income, adjusted to eliminate the effect of certain items as described below. We believe that Adjusted EBITDA is an important measure because it allows management, investors and our Board to evaluate and compare our operating results, including our return on capital and operating efficiencies, from period-to-period by making the adjustments described below. In addition, it provides a useful measure for period-to-period comparisons of our business, as it removes the effect of taxes, certain non-cash items, variable charges and timing differences.

  158. Adjusted EBITDA

    | • | We believe it is useful to exclude the impact of income tax expense (benefit), as reported, because historically it has included irregular income tax items that do not reflect ongoing business operations. |

  159. Adjusted EBITDA

    | • | We believe it is useful to exclude the impact of interest expense associated with the Company’s corporate financing, as we view this expense as related to our capital structure rather than our funding. |

  160. Adjusted EBITDA

    | • | We believe it is useful to exclude the impact of depreciation and amortization and stock-based compensation expense because they are non-cash charges. |

  161. Adjusted EBITDA

    | • | We believe it is useful to exclude the impact of certain non-recurring charges, such as expenses associated with our workforce optimization, acquisition and integration related expenses, and other non-recurring charges because these items do not reflect ongoing business operations. Other non-recurring charges include litigation reserve, impairment charges, debt amendment and warrant amortization costs related to our Corporate Financing. |

  162. Adjusted EBITDA

    | • | We also reverse origination fees for Loans Receivable at Fair Value, net. We recognize the full amount of any origination fees as revenue at the time of loan disbursement in advance of our collection of origination fees through principal payments. As a result, we believe it is beneficial to exclude the uncollected portion of such origination fees, because such amounts do not represent cash that we received. |

  163. Adjusted EBITDA

    | • | We also reverse the fair value mark-to-market adjustment because it is a non-cash adjustment. |

  164. Adjusted EBITDA

    The following table presents a reconciliation of Net Income (loss) to Adjusted EBITDA for the years ended December 31, 2025 and 2024:

  165. Adjusted EBITDA

    | | Year Ended December 31, | | | Adjusted EBITDA (in thousands) | 2025 | 2024 | | Net income (loss) | $25,246 | $(78,682) | | Adjustments: | | | | Income tax expense (benefit) | 18,830 | (36,495) | | Interest on corporate financing | 35,729 | 51,135 | | Depreciation and amortization | 41,470 | 52,186 | | Stock-based compensation expense | 10,686 | 13,053 | | Other non-recurring charges(1) | 16,579 | 34,019 | | Fair value mark-to-market adjustment | (115) | 69,331 | | Adjusted EBITDA | $148,425 | $104,547 |

  166. Adjusted EBITDA

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

  167. Adjusted EBITDA

    | | 75 |