Oportun Financial Corp

For the period ended Aug 11, 2026. Filed Jun 29, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Aug 11, 2026 · Filed Jun 29, 2026

OPRT$11.31-2.5%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

Oportun Financial Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of the Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

1825 South Grant Street, Suite 850

San Mateo, California 94402

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held at 8:00 a.m., Pacific Time, on Tuesday, August 11, 2026

June 29, 2026

Dear Oportun Stockholder:

It is my privilege to write to you for the first time as Chief Executive Officer of Oportun Financial Corporation (“Oportun” or the “Company”).

I joined Oportun on April 20, 2026 because I genuinely believe in the strength of our mission, to empower our members to build a better future, and the significant opportunity to deepen member relationships and responsibly expand access to financial services. I was also drawn to the company's strong reputation and brand within the communities it serves, underpinned by its unique ability to engage members seamlessly across retail, contact center, and digital channels in both English and Spanish. Oportun stands apart as a financial services company enabled by technological innovation, with a proven ability to responsibly serve hardworking consumers who are too often overlooked by traditional financial institutions. Since inception, Oportun has provided more than $22.2 billion in responsible and affordable credit, saved members more than $2.5 billion in interest and fees, and helped 1.3 million people establish a credit history.

My experiences early in my tenure have reinforced my confidence in the foundation the team has built. In 2025, Oportun delivered meaningful improvements in profitability, operating efficiency, liquidity, and funding costs. For the full year 2025:

•	GAAP net income was $25 million, an improvement of $104 million compared to 2024;

•	GAAP diluted EPS was $0.53, compared to a loss of $(1.95) in 2024;

•	Adjusted EPS grew 89% year-over-year to $1.36;

•	Adjusted EBITDA increased 42% year-over-year to $148 million;

•	Aggregate originations grew 10% year-over-year while maintaining a conservative credit posture; and

•	Total operating expenses declined 12% year-over-year, reflecting continued cost discipline.

Importantly, during 2025, Oportun also reduced its higher-cost corporate debt by 30% or $70 million, improved its funding profile through lower-cost financing initiatives, and increased its unrestricted cash by 76% to $106 million. We believe these balance sheet optimization actions position the Company well for enhanced profitability in 2026 and beyond.

Since year-end, we have continued to execute with discipline. In the first quarter of 2026, Oportun delivered its sixth consecutive quarter of GAAP profitability, maintained a conservative credit posture, and reiterated its full-year 2026 outlook.

While it's clear that the team has made real progress over the last year to strengthen the foundation of the business, important work remains. As I begin my tenure, my priorities are straightforward: strengthen through-cycle credit performance, rebuild a durable and responsible growth engine, maintain operating discipline, continue improving our funding profile, and deepen relationships with the members who depend on Oportun for access to responsible financial products.

We have also strengthened our risk leadership with the appointment of Sean Rowles as Chief Risk Officer. Sean brings more than 30 years of experience across consumer credit, risk management, financial services operations, compliance, fraud and seller risk, and collections infrastructure, reinforcing our focus on disciplined credit management as we pursue responsible growth.

Along these lines, with an eye on supporting the needs of our members, we've recently announced two initiatives that we expect will enhance our revenue growth and profitability in future years.

First, we are working to responsibly expand access through a risk-based pricing program, including pricing above 36% where permitted and appropriate for shorter-term loans and certain higher-risk segments, including for some customers we are not able to approve today. This is not a broad loosening of credit. We will continue to verify ability to pay, maintain disciplined underwriting, and evaluate performance carefully as we scale. We have made good progress with this initiative, including progress toward a bank partnership that would support the program. As a result, we continue to expect to reintroduce risk-based pricing in the second half of this year.

Second, in April 2026, we launched an opt-in payment protection offering that we expect will provide more certainty for our members. Payment protection is an opt-in offering that members can elect during the loan application process, which is designed to help protect against certain unforeseen events like involuntary unemployment, death, or disability by completely or partially paying off the loan.

We will continue to pursue new opportunities adjacent to our core business to drive sustainable long-term value for our stockholders.

I am pleased to invite you to attend the 2026 Annual Meeting of Stockholders (and any postponement, adjournment or delay thereof, the “Annual Meeting”) of Oportun on Tuesday, August 11, 2026, beginning at 8:00 a.m. Pacific time. The Annual Meeting will be held virtually via a live interactive audio webcast on the internet. You will be able to vote and submit your questions during the Annual Meeting at www.virtualshareholdermeeting.com/OPRT2026.

Your vote is very important. The Board recommends that you vote “FOR” each of the Board's proposals described in the proxy statement. Regardless of whether you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote by proxy over the internet, by telephone or, if you received paper copies of the proxy statement by mail, you may also vote by mail by following the instructions on your proxy card. The attached proxy statement contains details of the business to be conducted at the Annual Meeting and additional information on how to vote.

The dedication of our teams and the passion they bring to our mission every day has strongly resonated with me early in my tenure. I am excited to continue the work alongside our employees and board of directors to drive operational excellence and long-term value creation. We are grateful for your continued support and ownership of Oportun.

Sincerely,

Douglas Bland

Chief Executive Officer

Proxy Statement Overview

Information about the Annual Meeting

DATE AND TIME:	MEETING:	RECORD DATE:
	August 11, 2026 8:00 a.m. Pacific Time		www.virtualshareholdermeeting.com/OPRT2026	Close of business onJune 16, 2026

How to Vote

Stockholders of record as of the Record Date may vote via the Internet at www.proxyvote.com, by telephone at 1-800-690-6903, by completing and returning your proxy card or voting instruction form, or in person at the Annual Meeting. See the “Voting Methods” section on page 2.

Over the Internet at www.proxyvote.com	By telephone at 1-800-690-6903	By mailing your completed proxy card or voting instruction form in the envelope provided	At the Annual Meeting

Voting Matters and Board Recommendations

The Board unanimously recommends that you vote as follows:

	Board’srecommendation	Pagereference
1. To elect the one Class I director named in this proxy statement to serve until the next annual meeting of stockholders or until his respective successor is elected and qualified	☑ FOR	8
2. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026	☑ FOR	9
3. To approve, on an advisory non-binding basis, the compensation of our named executive officers	☑ FOR	11
4. To indicate the preference of the stockholders, on an advisory, non-binding basis, the frequency of future stockholder advisory votes on the compensation of our named executive officers	☑ 1 YEAR	12

We may also transact any other business that may properly come before the Annual Meeting. As of the date of this proxy statement, we are not aware of any business to be presented in consideration other than the matters described in this proxy statement.

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

CORPORATE GOVERNANCE HIGHLIGHTS

The Board is committed to exercising good corporate governance practices, which include:

•	Independent Lead Director of the Board

•	Board comprised almost entirely of independent directors – eight of the nine directors are independent

•	Recently enhanced charter and bylaws by removing supermajority voting provisions and declassifying the Board

•	Each standing committee composed exclusively of independent directors

•	Regular committee meetings throughout the year, including executive sessions without management

•	Committee authority to retain independent advisors

•	Annual Board and committee evaluations

•	Stock ownership guidelines for our Section 16 officers and Board

•	Robust code of business conduct

•	Robust insider trading and related party transactions policies

•	Robust clawback policies

EXECUTIVE COMPENSATION HIGHLIGHTS

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

iii

Oportun Financial Corporation

1825 South Grant Street, Suite 850

San Mateo, California 94402

Notice of the 2026 Annual Meeting of Stockholders

Date and Time:	The Annual Meeting will be held virtually through a live, interactive audio webcast on Tuesday, August 11, 2026 at 8:00 a.m. Pacific time. There will be no physical meeting location.
Access to the Audio Webcast of the Annual Meeting:	The live, interactive audio webcast of the Annual Meeting will begin promptly at 8:00 a.m. Pacific time. Online access will open approximately 15 minutes prior to the start of the Annual Meeting to allow time for you to log in and test your computer audio system. We encourage you to access the Annual Meeting prior to the start time.
Log in Instructions:	To attend the Annual Meeting, log in at www.virtualshareholdermeeting.com/OPRT2026. You will need your unique control number on your proxy card (printed in the box and marked by the arrow) or on the instructions that accompanied your proxy materials.
Submitting Questions for the Virtual Annual Meeting:	You may submit a question in advance of the meeting by visiting www.proxyvote.com. Once online access to the Annual Meeting is open, stockholders may submit questions, if any, at www.virtualshareholdermeeting.com/OPRT2026. To log-in to either site to submit a question, you will need your unique control number included on your proxy card (printed in the box and marked by the arrow) or on the instructions that accompanied your proxy materials. Questions pertinent to Annual Meeting matters will be answered during the Annual Meeting, subject to time constraints.
Voting Your Shares at the Virtual Annual Meeting:	You may vote your shares at the Annual Meeting even if you have previously submitted your vote. For instructions on how to do so, see the section below titled “Voting and Meeting Information-How do I vote?”
Meeting Agenda:		1)		To elect the one Class I director nominated by our board of directors (the “Board”) and named in this proxy statement to serve until our next annual meeting of stockholders or until his respective successor is elected and qualified.
	2)		To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026.
	3)		To approve, on an advisory basis, our named executive officer (“NEO”) compensation, as described in the proxy materials.
	4)		To indicate the preference of the stockholders, on an advisory, non-binding basis, the frequency of future stockholder advisory votes on our NEO compensation.
	5)		To conduct any other business properly brought before the Annual Meeting.
Record Date:		The record date for the Annual Meeting is June 16, 2026 (the “Record Date”). Only stockholders of record at the close of business on that date may vote at the Annual Meeting.
Mailing Date:		We expect to mail a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement and annual report on or about June 29, 2026. The Notice provides instructions on how to vote via the Internet or by telephone and includes instructions on how to receive a paper copy of our proxy materials by mail. The accompanying proxy statement and our annual report can be accessed directly at the following Internet address: www.proxyvote.com. You will be asked to enter the sixteen-digit control number located on your Notice or proxy card.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be

held on August 11, 2026. The Notice of Meeting, Proxy Statement, and Annual Report on Form 10-K, are available

free of charge at www.proxyvote.com and at www.investor.oportun.com.

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