Oportun Financial Corp
For the period ended Dec 31, 2023. Filed Mar 15, 2024.
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FY2023 · Filed Mar 15, 2024
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Exhibit Index
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit | Description | Form | File No. | Exhibit | Filing Date | Filed Herewith |
| 2.1** | Agreement and Plan of Reorganization, dated as of November 15, 2021, by and among Oportun Financial Corporation, Yosemite Merger Acquisition Corp., Yosemite Acquisition Sub, LLC, Hello Digit, Inc. and Shareholder Representative Services LLC. | 8-K | 001-39050 | 2.1 | 11/16/2021 | |
| 3.1 | Amended and Restated Certificate of Incorporation of Oportun Financial Corporation. | 8-K | 001-39050 | 3.1 | 9/30/2019 | |
| 3.2 | Amended and Restated Bylaws of Oportun Financial Corporation. | 8-K | 001-39050 | 3.1 | 10/11/2023 | |
| 4.1 | Form of Common Stock Certificate. | S-1/A | 333-232685 | 4.1 | 9/16/2019 | |
| 4.2 | Amended and Restated Investors’ Rights Agreement, dated as of February 6, 2015, by and among the Oportun Financial Corporation and certain of its stockholders. | S-1 | 333-232685 | 4.2 | 7/17/2019 | |
| 4.3 | Form of Registration Rights Agreement. | 10-K | 001-39050 | 4.3 | 3/1/2022 | |
| 4.4 | Description of the Company's Capital Stock. | x | ||||
| 4.5 | Form of Warrant | 8-K | 001-39050 | 4.1 | 3/13/2023 | |
| 4.6 | Registration Rights Agreement, dated as of March 10, 2023, by and among Oportun Financial Corporation, Wilmington Trust, National Association, and the Lenders party thereto. | 8-K | 001-39050 | 4.2 | 3/13/2023 | |
| 10.1+ | Form of Indemnity Agreement between the Company and its directors and officers. | S-1 | 333-232685 | 10.1 | 7/17/2019 | |
| 10.2+ | Amended and Restated 2005 Stock Option/Stock Issuance Plan and Form of Stock Option Grant Notice, Option Agreement and Form of Notice of Exercise. | S-1 | 333-232685 | 10.2 | 7/17/2019 | |
| 10.3+ | 2015 Stock Option/Stock Issuance Plan and Forms of Stock Option Grant Notice, Option Agreement, Notice of Exercise, Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement. | S-1 | 333-232685 | 10.3 | 7/17/2019 | |
| 10.4+ | 2019 Equity Incentive Plan and Forms of Award Notices and Agreements. | 10-K | 001-39050 | 10.4 | 2/23/2021 | |
| 10.5+ | Form of Performance-Based Restricted Stock Unit Award Agreement. | 8-K | 001-39050 | 10.1 | 12/12/2023 | |
| 10.6+ | 2019 Employee Stock Purchase Plan. | S-1/A | 333-232685 | 10.5 | 9/16/2019 | |
| 10.7+ | Amended and Restated 2021 Inducement Equity Incentive Plan and Form of Award Notice and Agreement. | S-8 | 333-261964 | 10.1 | 6/15/2023 | |
| 10.8+ | Form of Executive Offer Letter by and between the Registrant and certain of its officers. | S-1 | 333-232685 | 10.6 | 7/17/2019 | |
| 10.9+ | Executive Severance and Change in Control Policy | S-1 | 333-232685 | 10.7 | 7/17/2019 | |
| 10.10 | Sublease Agreement by and between Oportun, Inc. and TiVo Corporation, dated as of July 31, 2017. | S-1 | 333-232685 | 10.8 | 7/17/2019 | |
| 10.11-1 | Base Indenture by and between Oportun Funding XIII, LLC and Wilmington Trust, National Association, dated as of August 1, 2019. | S-1/A | 333-232685 | 10.17.1 | 9/16/2019 | |
| 10.11-2 | Series 2019-A Supplement to Base Indenture by and between Oportun Funding XIII, LLC and Wilmington Trust, National Association, dated as of August 1, 2019. | S-1/A | 333-232685 | 10.17.2 | 9/16/2019 | |
| 10.12-1 | Base Indenture by and between Oportun Funding XIV, LLC and Wilmington Trust, National Association, dated as of March 8, 2021. | 10-Q | 001-39050 | 10.3.1 | 5/7/2021 | |
| 10.12-2 | Series 2021-A Supplement to Base Indenture by and between Oportun Funding XIV, LLC and Wilmington Trust, National Association, dated as of March 8, 2021. | 10-Q | 001-39050 | 10.3.2 | 5/7/2021 | |
| 10.13** | Indenture by and between Oportun Issuance Trust 2021-B, and Wilmington Trust, National Association, dated as of May 10, 2021. | 10-Q | 001-39050 | 10.1 | 8/6/2021 | |
| 10.14^** | Indenture by and between Oportun Issuance Trust 2021-C, and Wilmington Trust, National Association, dated as of October 28, 2021. | 10-Q | 001-39050 | 10.3 | 11/4/2021 | |
| 10.15-1^** | Receivables Retention Facility Agreement, dated February 5, 2021, by and between Oportun, Inc. and WebBank | 10-K | 001-39050 | 10.16.1 | 2/23/2021 | |
| 10.15-2^** | Amended and Restated Credit Card Program and Servicing Agreement, dated February 5, 2021, by and between Oportun, Inc. and WebBank | 10-K | 001-39050 | 10.16.2 | 2/23/2021 | |
| 10.16-1^** | Loan and Security Agreement by and between Oportun PLW Trust, Oportun PLW Depositor, LLC, Oportun, Inc., the Lenders thereto, and Wilmington Trust, National Association, dated as of September 8, 2021. | 10-Q | 001-39050 | 10.2 | 11/4/2021 | |
| 10.16-2** | First Amendment to Loan and Security Agreement by and between Oportun PLW Trust, Oportun PLW Depositor, LLC, Oportun, Inc., the Lenders thereto, and Wilmington Trust, National Association, dated as of March 22, 2022. | 10-Q | 001-39050 | 10.4.1 | 8/9/2022 | |
| 10.16-3** | Second Amendment to Loan and Security Agreement by and between Oportun PLW Trust, Oportun PLW Depositor, LLC, Oportun, Inc., the Lenders thereto, and Wilmington Trust, National Association, dated as of March 25, 2022. | 10-Q | 001-39050 | 10.4.2 | 8/9/2022 | |
| 10.16-4** | Third Amendment to Loan and Security Agreement by and between Oportun PLW Trust, Oportun PLW Depositor, LLC, Oportun, Inc., the Lenders thereto, and Wilmington Trust, National Association, dated as of March 31, 2022. | 10-Q | 001-39050 | 10.4.3 | 8/9/2022 | |
| 10.16-5** | Fourth Amendment to Loan and Security Agreement by and between Oportun PLW Trust, Oportun PLW Depositor, LLC, Oportun, Inc., the Lenders thereto, and Wilmington Trust, National Association, dated as of September 14, 2022. | 10-Q | 001-39050 | 10.2 | 11/8/2022 | |
| 10.16-6** | Fifth Amendment to the Loan and Security Agreement by and among Oportun PLW Trust, Oportun PLW Depositor, LLC, Oportun, Inc., the Lenders thereto, and Wilmington Trust, National Association, dated as of June 29, 2023. | 10-Q | 001-39050 | 10.2 | 8/9/2023 | |
| 10.17-1** | Indenture between Oportun RF, LLC and Wilmington Trust, National Association, dated as of December 20, 2021. | 10-K | 001-39050 | 10.19 | 3/1/2022 | |
| 10.17-2 | First Amendment to Indenture by and between Oportun RF, LLC and Wilmington Trust, National Association, dated as of May 24, 2022. | 10-Q | 001-39050 | 10.3.1 | 8/9/2022 | |
| 10.17-3 | Second Amendment to Indenture by and between Oportun RF, LLC and Wilmington Trust, National Association, dated as of July 28, 2022. | 10-Q | 001-39050 | 10.3.2 | 8/9/2022 | |
| 10.17-4 | Third Amendment to Indenture by and between Oportun RF, LLC and Wilmington Trust, National Association, dated as of November 2, 2022. | 10-K | 001-39050 | 10.19-4 | 3/14/2023 | |
| 10.17-5 | Fourth Amendment to Indenture by and between Oportun RF, LLC and Wilmington Trust, National Association, dated as of December 22, 2022. | 10-K | 001-39050 | 10.19-5 | 3/14/2023 | |
| 10.17-6** | Fifth Amendment to Indenture by and between Oportun RF, LLC and Wilmington Trust, National Association, dated as of February 10, 2023. | 10-K | 001-39050 | 10.19-6 | 3/14/2023 | |
| 10.17-7 | Sixth Amendment to Indenture by and between Oportun RF, LLC and Wilmington Trust, National Association, dated as of December 20, 2023. | x | ||||
| 10.17-8 | Seventh Amendment to Indenture by and between Oportun RF, LLC and Wilmington Trust, National Association, dated as of February 29, 2024. | x | ||||
| 10.17-9** | Eighth Amendment to Indenture by and between Oportun RF, LLC and Wilmington Trust, National Association, dated as of March 8, 2024. | 8-K | 001-39050 | 10.1 | 3/14/2024 | |
| 10.18-1** | Indenture between CCW Trust and Wilmington Trust, National Association, dated as of December 20, 2021. | 10-K | 001-39050 | 10.2 | 3/1/2022 | |
| 10.18-2 | First Amendment to Indenture by and between Oportun CCW Trust and Wilmington Trust, National Association, dated as of June 3, 2022. | 10-Q | 001-39050 | 10.5.1 | 8/9/2022 | |
| 10.18-3** | Master Amendment to Transaction Documents by and between Oportun CCW Trust, Oportun Depositor, LLC, Oportun, Inc., Wilmington Trust, National Association, and Wilmington Savings Fund Society, FSB, dated as of June 21, 2022. | 10-Q | 001-39050 | 10.5.2 | 8/9/2022 | |
| 10.18-4** | Third Amendment to Indenture by and between Oportun CCW Trust and Wilmington Trust, National Association, dated as of September 14, 2022. | 10-Q | 001-39050 | 10.3 | 11/8/2022 | |
| 10.18-5** | Master Amendment to Transaction Documents by and between Oportun CCW Trust, Oportun Depositor, LLC, Oportun, Inc., Wilmington Trust, National Association, and Wilmington Savings Fund Society, FSB, dated as of September 28, 2022. | 10-Q | 001-39050 | 10.4 | 11/8/2022 | |
| 10.18-6** | Master Amendment to Transaction Documents by and between Oportun CCW Trust, Oportun CCW Depositor, LLC, Oportun, Inc., Wilmington Trust, National Association, and WebBank, dated as of March 8, 2023. | 10-K | 001-39050 | 10.20-6 | 3/14/2023 | |
| 10.18-7** | Fifth Amendment to Indenture by and between Oportun CCW Trust and Wilmington Trust, National Association, dated as of July 27, 2023 | x | ||||
| 10.18-8** | Master Amendment to Transaction Documents by and between Oportun CCW Trust, Oportun CCW Depositor, LLC, Oportun, Inc., Wilmington Trust, National Association, and WebBank, dated as of November 28, 2023. | x | ||||
| 10.18-9** | Seventh Amendment to Indenture by and between Oportun CCW Trust and Wilmington Trust, National Association, dated as of December 22, 2023. | x | ||||
| 10.19-1 | Base Indenture by and between Oportun Funding 2022-1, LLC and Wilmington Trust, National Association, dated as of March 31, 2022. | 10-Q | 001-39050 | 10.2.1 | 5/10/2022 | |
| 10.19-2** | Series 2022-1 Supplement to Base Indenture by and between Oportun Funding 2022-1, LLC and Wilmington Trust, National Association, dated as of March 31, 2022. | 10-Q | 001-39050 | 10.2.2 | 5/10/2022 | |
| 10.20** | Indenture between Oportun Issuance Trust 2022-A and Wilmington Trust, National Association, dated as of May 23, 2022. | 10-Q | 001-39050 | 10.1 | 8/9/2022 | |
| 10.21** | Indenture between Oportun Issuance Trust 2022-2 and Wilmington Trust, National Association, dated as of July 22, 2022. | 10-Q | 001-39050 | 10.2 | 8/9/2022 | |
| 10.22-1^** | Credit Agreement, dated as of September 14, 2022, by and among Oportun Financial Corporation, Wilmington Trust, National Association, and the Lenders party thereto. | 10-Q | 001-39050 | 10.1 | 11/8/2022 | |
| 10.22-2 | Amendment No. 1 to Credit Agreement, dated as of November 22, 2022, by and among Oportun Financial Corporation, the Subsidiary Guarantors party thereto, Wilmington Trust, National Association, and the Lenders party thereto. | 10-K | 001-39050 | 10.24-2 | 3/14/2023 | |
| 10.22-3^** | Amendment No. 2 to Credit Agreement, dated as of March 10, 2023, by and among Oportun Financial Corporation, the Subsidiary Guarantors party thereto, Wilmington Trust, National Association, and the Lenders party thereto. | 8-K | 001-39050 | 10.1 | 3/13/2023 | |
| 10.22-4^** | Amendment No. 3 to Credit Agreement, dated as of March 12, 2024, by and among Oportun Financial Corporation, the Subsidiary Guarantors party thereto, Wilmington Trust, National Association, and the Lenders party thereto. | 8-K | 001-39050 | 10.2 | 3/14/2024 | |
| 10.23** | Indenture between Oportun Issuance Trust 2022-3 and Wilmington Trust, National Association, dated as of November 3, 2022. | 10-Q | 001-39050 | 10.5 | 11/8/2022 | |
| 10.24^** | Receivables Loan and Security Agreement, dated as of October 20, 2023, by and among Oportun CL Trust 2023-A, Oportun, Inc., and Oportun CL Depositor, LLC, Wilmington Trust, National Association and the Lenders party thereto. | x | ||||
| 10.25^** | Program Agreement, by and between Oportun, Inc. and MetaBank, N.A., dated as of August 11, 2020. | 10-Q | 001-39050 | 10.1 | 11/12/2020 | |
| 19.1 | Insider Trading Policy | x | ||||
| 21.1 | List of Subsidiaries of Oportun Financial Corporation | x | ||||
| 23.1 | Consent of Independent Registered Public Accounting Firm | x | ||||
| 24.1 | Power of Attorney (incorporated by reference to the signature page to this Annual Report on Form 10-K) | x | ||||
| 31.1 | Rule 13a-14(a)/15d-14(a) Certifications of the Chief Executive Officer and Director of Oportun Financial Corporation | x | ||||
| 31.2 | Rule 13a-14(a)/15d-14(a) Certifications of the Chief Financial Officer and Chief Administrative Officer of Oportun Financial Corporation | x |
| 32.1* | Section 1350 Certifications | x |
| 97.1 | Compensation Recovery Policy | x |
| 101 | Interactive data files pursuant to Rule 405 of Regulation S-T: | |
| (i) Consolidated Balance Sheets, | ||
| (ii) Consolidated Statements of Operations, | ||
| (iii) Consolidated Statements of Changes in Stockholders' Equity, | ||
| (iv) Consolidated Statements of Cash Flows, and | ||
| (v) Notes to the Consolidated Financial Statements | ||
| 104 | Cover Page Interactive Data File in Inline XBRL format (included in Exhibit 101). |
- The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
- Management contract or compensatory plan.
^ Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K by means of marking such portions with asterisks because the Registrant has determined that the information is not material and would likely cause competitive harm to the Registrant if publicly disclosed.
** Certain portions of this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally to the SEC a copy of any omitted schedule or exhibit upon request by the SEC.
The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
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