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Oportun Financial Corp

For the period ended Dec 31, 2023. Filed Mar 15, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Mar 15, 2024

OPRT$11.62+2.7%Stored close · as of Nov 9, 2026

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Contents

Stockholders' Equity

10.Stockholders' Equity

Preferred Stock - The Board has the authority, without further action by the Company's stockholders, to issue up to 100,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by the Board. There wereno shares of undesignated preferred stock issued or outstanding as of December 31, 2023 or 2022.

Common Stock - As of December 31, 2023 and 2022, the Company was authorized to issue 1,000,000,000 shares of common stock with a par value of $0.0001 per share. As of December 31, 2023,34,741,076 and 34,469,053 shares were issued and outstanding, respectively, and 272,023 shares were held in treasury stock. As of December 31, 2022,33,626,630 and 33,354,607 shares were issued and outstanding, respectively, and 272,023 shares were held in treasury stock.

Warrants - On March 10, 2023, pursuant to the Second Amendment of the Corporate Financing, the Company issued detachable Warrants to the lenders providing the Incremental Tranche A-1 Loans to purchase 1,980,242 shares of the Company’s common stock at an exercise price of $0.01 per share. On March 27, 2023, in connection with the funding of the Incremental Tranche A-2 Loans, the Company issued Warrants to the lenders providing the Incremental Tranche A-2 Loans to purchase 116,485 shares of the Company’s common stock at an exercise price of $0.01 per share. On May 5, 2023, in connection with the funding of the Incremental Tranche B Loans, the Company issued Warrants to the lenders providing the Incremental Tranche B loans to purchase 1,048,363 shares of the Company's common stock at an exercise price of $0.01 per share. On June 30, 2023, in connection with the funding of the Incremental Tranche C Loans, the Company issued Warrants to the lenders providing the Incremental Tranche C Loans to purchase 1,048,363 shares of the Company’s common stock at an exercise price of $0.01 per share.

11.Equity Compensation and Other Benefits

2019 Equity Incentive Plan

We currently haveone stockholder-approved plan from which we can issue stock-based awards, which was approved by our stockholders in fiscal year 2019 (the "2019 Plan"). The 2019 Plan became effective on September 25, 2019 and replaced the Amended and Restated 2005 Stock Option / Stock Issuance Plan and the 2015 Stock Option/Stock Issuance Plan (collectively, the “Previous Plans”). The Previous Plans solely exist to satisfy outstanding options previously granted under those plans. The 2019 Plan provides for the grant of incentive stock options ("ISOs"), nonstatutory stock options ("NSOs"), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based awards, and other awards (collectively, "awards"). ISOs may be granted only to the Company's employees, including officers, and the employees of its affiliates. All other awards may be granted to the employees, including officers, non-employee directors and consultants and the employees and consultants of the Company's affiliates. The total number of shares of common stock authorized under the 2019 Plan is 13,471,733 shares. The remaining maximum number of shares of our common stock, net of vested and exercised shares, that may be issued under the 2019 Plan will not exceed 9,698,886 shares, of which,3,192,145 were available for future awards as of December 31, 2023. The number of shares of the Company's common stock reserved for issuance under its 2019 Plan will automatically increase on January 1 of each year for the remaining term of the plan, by 5% of the total number of shares of its common stock outstanding on December 31 of the immediately preceding calendar year, or a lesser number of shares determined by the Board prior to the applicable January 1st. The shares available for issuance increased by 1,667,730 shares, on January 1, 2023, pursuant to the automatic share reserve increase provision.

2019 Employee Stock Purchase Plan

In September 2019, the Board adopted, and stockholders approved, the Company's 2019 Employee Stock Purchase Plan (the "ESPP"). The ESPP became effective on September 25, 2019. The purpose of the ESPP is to secure the services of new employees, to retain the services of existing employees and to provide incentives for such individuals to exert maximum efforts toward the Company's success and that of its affiliates. The ESPP includes two components. One component is designed to allow eligible U.S. employees to purchase common stock in a manner that may qualify for favorable tax treatment under Section 423 of the Code. In addition, purchase rights may be granted under a component that does not qualify for such favorable tax treatment when necessary or appropriate to permit participation by eligible employees who are foreign nationals or employed outside of the United States while complying with applicable foreign laws. The maximum aggregate number of shares of common stock that may be issued under the ESPP is 1,926,598 shares and as of December 31, 2023, no shares have been issued under the ESPP. The number of shares of the Company's common stock reserved for issuance under its ESPP will automatically increase on January 1 of each calendar year for the remaining term of the plan by the lesser of (1)1% of the total number of shares of its capital stock outstanding on December 31 of the preceding calendar year, (2)726,186 shares, and (3) a number of shares determined by the Board. The shares available for issuance increased by 333,546 shares, on January 1, 2023, pursuant to the automatic share reserve increase provision.

Generally, all regular employees, including executive officers, employed by the Company or by any of its designated affiliates, will be eligible to participate in the ESPP and may contribute, normally through payroll deductions, up to 15% of their earnings (as defined in the ESPP) for the purchase of common stock under the ESPP. Unless otherwise determined by the Board, common stock will be purchased for the accounts of employees participating in the ESPP at a price per share equal to the lower of (a)85% of the fair market value of a share of the Company's common stock on the first date of an offering or (b)85% of the fair market value of a share of the common stock on the date of purchase.

2021 Inducement Equity Incentive Plan

Effective December 30, 2021, the Company adopted the 2021 Inducement Equity Incentive Plan (the “2021 Inducement Plan”), pursuant to which the Company reserved 1,105,000 shares of its common stock to be used exclusively for grants of awards to individuals who were not previously employees or directors of the Company, as an inducement material to the individual’s entry into employment with the Company within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules. The remaining maximum number of shares of our common stock that may be issued under the 2021 Inducement Plan net of vested and exercised shares, will not exceed 940,512 shares, of which,518,558 were available for future awards as of December 31, 2023. The 2021 Inducement Plan was approved by the Company’s Board without stockholder approval in accordance with such rule.

Stock Options

The term of an option may not exceed 10 years as determined by the Board, and each option generally vests over afour-year period with 25% vesting on the first anniversary date of the grant and 1/36th of the remaining amount vesting at monthly intervals thereafter. Option holders are allowed to exercise unvested options to acquire restricted shares. Upon termination of employment, option holders have a period of up tothree months in which to exercise any remaining vested options. The Company has the right to repurchase at the original purchase price any unvested but issued common shares upon termination of service. Unexercised options granted to participants who separate from the Company are forfeited and returned to the pool of stock options available for grant.

The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing model. The fair value is then amortized ratably over the requisite service periods of the awards, which is generally the vesting period.

The fair value of stock option grants was estimated with the following assumptions:

Year Ended December 31,
20232022
Expected volatility (employee)71.7%63.4%
Risk-free interest rate (employee)3.9%2.3%
Expected term (employee, in years)6.16.1
Expected dividend—%—%

These assumptions are defined as follows:

Expected Volatility ‑Since the Company does not have enough trading history to use the volatility of its own common stock, the option’s expected volatility is estimated based on historical volatility of a peer group’s common stock.

Risk-Free Interest Rate ‑The risk-free interest rate is based on the U.S. Treasury zero-coupon issues in effect at the time of grant for periods corresponding with the expected term of the option.

Expected Term ‑The option’s expected term represents the period that the Company’s stock-based awards are expected to be outstanding.

Expected Dividend -The Company has no plans to pay dividends.

Stock Option Activity - A summary of the Company's stock option activity under the 2005 Plan, 2015 Plan, and 2019 Plan at December 31, 2023 is as follows:

(in thousands, except share and per share data)Options OutstandingOptions Weighted-Average Exercise PriceWeighted Average Remaining Life (in years)Aggregate Intrinsic Value
Balance – January 1, 20233,298,53817.715.43$202
Options granted16,2105.78
Options exercised(182,214)4.41
Options canceled(467,333)20.16
Options forfeited(106,048)14.74
Balance – December 31, 20232,559,15318.254.31$—
Options vested and expected to vest - December 31, 20232,559,15318.254.31$—
Options vested and exercisable - December 31, 20232,226,86118.803.89$—

Information on stock options granted, exercised and vested is as follows:

Year Ended December 31,
(in thousands, except per share data)20232022
Weighted average fair value per share of options granted$3.85$7.76
Cash received from options exercised, net (1)(46)(4,636)
Aggregate intrinsic value of options exercised26811,884
Fair value of shares vested3,5003,863

(1) The amount reflected for the years ended December 31, 2023 and 2022, is the net of cash received from options exercised of $0.8 million and $1.6 million, respectively, and the cash paid for employee tax withholding settled in shares of $0.8 million and $6.2 million, respectively.

As of December 31, 2023 and 2022, the Company’s total unrecognized compensation cost related to nonvested stock-based option awards granted to employees was, $2.6 million and $6.2 million, respectively, which will be recognized over a weighted-average vesting period of approximately 1.9 years and 2.6 years, respectively.

Restricted Stock Units

The Company’s restricted stock units ("RSUs") vest upon the satisfaction of time-based criterion of up tofour years. In most cases, the service-based requirement will be satisfied in installments as follows:25% of the total number of RSUs awarded will have the service-based requirement satisfied during the month in which the 12-month anniversary of the vesting commencement date occurs, and thereafter 1/16th of the total award in a series of 12 successive equal quarterly installments or 1/4th of the total award in a series of three successive equal annual installments following the first anniversary of the initial service vest date.

Stock-based compensation cost for RSUs is measured based on the fair market value of the Company’s common stock on the date of grant.

A summary of the Company’s RSU activity under the 2015 Plan, 2019 Plan and 2021 Inducement Plan for the year ended December 31, 2023 is as follows:

RSU OutstandingWeighted Average Grant-Date Fair Value
Balance – January 1, 20234,494,94714.37
Granted2,786,2474.85
Vested (1)(1,638,135)13.11
Forfeited(1,601,185)14.10
Balance – December 31, 20234,041,8748.43
Expected to vest after December 31, 20233,922,0798.44

(1)The Company allows its Board to defer all or a portion of monetary remuneration paid to the Director. As of December 31, 2023, there were 119,795 restricted stock units vested for which the holders elected to defer delivery of the Company's shares.

As of December 31, 2023 and 2022, the Company's total unrecognized compensation cost related to nonvested restricted stock unit awards granted to employees was, $24.8 million and $51.6 million, respectively, which will be recognized over a weighted average vesting period of approximately 2.1 years and 2.7 years, respectively.

Stock-based Compensation - Total stock-based compensation expense included in the Consolidated Statements of Operations, net of amounts capitalized to system development costs is as follows:

Year Ended December 31,
(in thousands of dollars)20232022
Technology and facilities$4,602$6,993
Sales and marketing63143
Personnel13,92820,484
Total stock-based compensation (1)$18,593$27,620

(1)Amounts shown are net of $1.4 million and $2.5 million of capitalized stock-based compensation for the year ended December 31, 2023 and 2022, respectively.

Cash flows from the tax shortfalls or benefits for tax deductions resulting from the exercise of stock options in comparison to the compensation expense recorded for those options are required to be classified as cash from financing activities. The Company recognized $5.1 million and $8.1 million of income tax benefit in its Consolidated Statements of Operations related to stock-based compensation expense during the years ended December 31, 2023 and 2022, respectively. Additionally, the total income tax expense recognized in the income statement for share-based compensation exercises was $3.5 million and $3.3 million for the years ended December 31, 2023 and 2022, respectively.

Retirement Plan

The Company maintains a 401(k) Plan, which enables employees to make pre-tax or post-tax deferral contributions to the participating employees account. Employees may contribute a portion of their pay up to the annual amount as set periodically by the Internal Revenue Service. The Company provides for an employer 401(k) contribution match of up to 4% of an employee’s eligible compensation. In addition, the Company provides a contribution to various savings funds for India and Mexico-based employees. The total expense related to the employer match and contributions recognized by the Company for the years ended December 31, 2023 and 2022 was $6.2 million and $6.4 million, respectively. All employee and employer contributions will be invested according to participants’ individual elections.

12.Revenue

Interest Income - Total interest income included in the Consolidated Statements of Operations is as follows:

Year Ended December 31,
(in thousands)20232022
Interest income
Interest on loans$945,118$854,245
Fees on loans18,37821,869
Total interest income$963,496$876,114

Non-interest Income - Total non-interest income included in the Consolidated Statements of Operations is as follows:

Year Ended December 31,
(in thousands)20232022
Non-interest income
Gain on loan sales$8,455$5,703
Servicing fees14,68519,928
Subscription revenue25,56931,186
Interest on members accounts21,0753,840
Other income23,63915,774
Total non-interest income$93,423$76,431
13.Income Taxes

The following are the domestic and foreign components of the Company’s income before taxes:

Year Ended December 31,
(in thousands)20232022
Domestic$(261,620)$(83,793)
Foreign7,9678,507
Income (loss) before taxes$(253,653)$(75,286)

The provision for income taxes consisted of the following:

Year Ended December 31,
(in thousands)20232022
Current
Federal$200$(1,217)
State$260$1,505
Foreign$2,743$2,227
Total current$3,203$2,515
Deferred
Federal(52,885)(712)
State(23,553)806
Foreign(467)(151)
Total deferred$(76,905)$(57)
Total provision for income taxes$(73,702)$2,458

Income tax expense (benefit) was $(73.7) million and $2.5 million for the years ended December 31, 2023 and 2022, which represents an effective tax rate of 29.1% and (3.3)%, respectively.

A reconciliation of income tax expense with the amount computed by applying the statutory U.S. federal income tax rates to income before provision for income taxes is as follows:

Year Ended December 31,
(in thousands)20232022
Income tax (benefit) expense computed at U.S. federal statutory rate$(53,267)$(15,810)
State tax(19,209)1,403
Foreign rate differential603289
Federal tax credits(3,030)(2,621)
Share based compensation expense2,870506
Change in unrecognized tax benefit reserves3,0381,326
Return to provision adjustment(5,674)(5,798)
Goodwill impairment—22,779
Fines and penalties14578
Other953(194)
Income tax expense$(73,702)$2,458
Effective tax rate29.1%(3.3)%

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and operating losses and tax credit carryforwards.

The primary components of the Company’s net deferred tax assets and liabilities are composed of the following:

December 31,
(in thousands)20232022
Deferred tax assets:
Net operating loss & credit carryforward$68,677$41,169
Leases7,49410,174
Share-based compensation6,6188,335
System development costs5,619—
Accrued expenses and reserves3,0323,361
Other972245
Total deferred tax assets$92,412$63,284
Valuation allowance$—$—
Deferred tax liabilities:
Fair value adjustment - Bonds Payable$(24,930)$(53,210)
Fair value adjustment - Loans Receivable(7,095)(12,077)
Right of use assets(5,574)(8,163)
Depreciation and amortization(4,232)(6,813)
Derivative instrument(2,458)—
System development costs—(11,803)
Total deferred tax liabilities$(44,289)$(92,066)
Net deferred taxes$48,123$(28,782)

As provided for in the Tax Cuts and Jobs Act of 2017, our historical earnings were subject to the one-time transition tax and can now be repatriated to the U.S. with a de minimis tax cost due to the participation exemption put in place by the 2017 Tax Act. The Company continues to assert that both its historical and current earnings in its foreign subsidiaries are permanently reinvested and therefore no deferred taxes have been provided.

As of December 31, 2023, the Company had federal net operating loss carryforwards of $189.1 million, of which $17.7 million expires beginning in 2033 and $171.4 million carries forward indefinitely. Additionally, the Company had state net operating loss carryforwards of $199.0 million which are set to begin expiring in 2030. As of December 31, 2023, the Company had federal and California research and development tax credit carryforwards of $15.3 million and $9.9 million, respectively. The federal research and development tax credit expires beginning in 2041, and the California research and development tax credits are not subject to expiration.

The following table summarizes the activity related to the unrecognized tax benefits:

Year Ended December 31,
(in thousands)20232022
Balance as of January 1,$6,608$5,170
Increases related to current year tax positions1,146894
Increases related to prior year tax positions1,844544
Decreases related to prior year tax positions(950)—
Balance as of December 31,$8,648$6,608

Interest and penalties related to the Company’s unrecognized tax benefits accrued as of December 31, 2023 and 2022 were $1.2 million and $0.9 million, respectively. The Company’s policy is to recognize interest and penalties associated with income taxes in income tax expense and the Company recognized $0.3 million for both years ended December 31, 2023 and 2022, respectively. The Company expects to release $3.6 million of the uncertain tax positions within the next twelve months due to the expiration of various statute of limitations at the end of 2024. The total amount of unrecognized tax benefits that would impact the effective tax rate, if recognized, is $6.8 million.

Due to the net operating loss carryforwards, the Company’s United States federal and significant state returns are open to examination by the Internal Revenue Service and state jurisdictions for years ended December 31, 2012 and 2014, respectively, and forward. For Mexico, all tax years ended December 31, 2018 and forward remain open for examination by the Mexico taxing authorities. For India, all tax years remain open for examination by the India taxing authorities.

14.Fair Value of Financial Instruments

Financial Instruments at Fair Value

The Company elected the fair value option for all loans receivable held for investment and for all asset-backed notes. Loans that the Company designates for sale will continue to be accounted for as held for sale and recorded at the lower of cost or fair value until the loans receivable are sold.

The table below compares the fair value of loans receivable and asset-backed notes to their contractual balances as of the dates shown:

December 31, 2023December 31, 2022
(in thousands)Unpaid Principal BalanceFair ValueUnpaid Principal BalanceFair Value
Assets
Loans receivable - personal loans$2,824,342$2,853,186$2,999,062$3,059,197
Loans receivable - credit cards111,145109,166131,343116,252
Total loans receivable at Fair Value$2,935,487$2,962,352$3,130,405$3,175,449
Liabilities
Asset-backed notes$1,874,406$1,780,005$2,582,025$2,387,674

The Company calculates the fair value of the asset-backed notes using independent pricing services and broker price indications, which are based on quoted prices for identical or similar notes, which are Level 2 input measures.

The Company primarily uses a discounted cash flow model to estimate the fair value of Level 3 instruments based on the present value of estimated future cash flows. This model uses inputs that are inherently judgmental and reflect management’s best estimates of the assumptions a market participant would use to calculate fair value. The following tables present quantitative information about the significant unobservable inputs used for the Company’s Level 3 fair value measurements for Loans Receivable at Fair Value. The personal loans receivable balance at fair value as of December 31, 2023 consists of $2,726.6 million of unsecured personal loans receivable and $126.6 million of secured personal loans receivable.

December 31, 2023December 31, 2022
Personal Loans ReceivableMinimumMaximumWeighted Average (2)MinimumMaximumWeighted Average (2)
Remaining cumulative charge-offs (1)6.87%51.00%11.80%5.06%51.45%9.86%
Remaining cumulative prepayments (1)—%28.17%23.83%—%33.59%28.73%
Average life (years)0.181.371.010.051.521.01
Discount rate10.10%10.10%10.10%11.34%11.34%11.34%

(1)Figure disclosed as a percentage of outstanding principal balance.

(2) Unobservable inputs were weighted by outstanding principal balance, which are grouped by risk (type of customer, original loan maturity terms).

The Company has derivative instruments in connection with its bank partnership program with Pathward, N.A. related to excess interest proceeds it expects to receive on loans retained by Pathward, N.A. Based on the agreement underlying the bank partnership program, for all loans originated and retained by Pathward, Pathward receives a fixed interest rate. The Company bears the risk of credit loss and has the benefit of any excess interest proceeds after satisfying various obligations under the agreement. The fair value of the derivative instrument was $9.3 million as of December 31, 2023. The underlying cash flows were $12.2 million as of December 31, 2023. The fair value of the derivative instrument and underlying cash flows werenot material as of December 31, 2022. The following table presents quantitative information about the significant unobservable inputs used for the Company’s Level 3 fair value measurements for derivative instruments presented within Other Assets in the Consolidated Balance Sheets:

December 31, 2023*
LowHighWeighted Average
Remaining cumulative charge-offs1.09%30.38%10.56%
Remaining cumulative prepayments0.01%3.89%0.92%
Average life (years)0.362.001.64
Discount rate17.00%17.00%17.00%
  • Inputs as of December 31, 2022 were not disclosed as the balance was not yet material
December 31, 2023December 31, 2022
Credit Card ReceivablesRangeRange
Remaining cumulative charge-offs (1)20.16%22.80%
Principal payment rate (1)7.06%9.28%
Average life (years)1.000.69
Discount rate10.20%14.84%

(1)Figure disclosed as a percentage of outstanding principal balance.

Fair value adjustments related to financial instruments where the fair value option has been elected are recorded through earnings for the years ended December 31, 2023 and 2022. Certain unobservable inputs may (in isolation) have either a directionally consistent or opposite impact on the fair value of the financial instrument for a given change in that input. When multiple inputs are used within the valuation techniques for loans, a change in one input in a certain direction may be offset by an opposite change from another input.

For personal loans receivable, the Company developed an internal model to estimate the fair value of loans receivable held for investment. To generate future expected cash flows, the model combines receivable characteristics with assumptions about borrower behavior based on the Company’s historical loan performance. These cash flows are then discounted using a required rate of return that management estimates would be used by a market participant.

The Company tested the unsecured personal loan fair value modelby comparing modeled cash flows to historical loan performance to ensure that the model was complete, accurate and reasonable for the Company’s use. The Company also engaged a third party to create an independent fair value estimate for the Loans Receivable at Fair Value, which provides a set of fair value marks using the Company’s historical loan performance data and whole loan sale prices to develop independent forecasts of borrower behavior.

For credit card receivables, the Company uses historical data to derive assumptions about certain loan portfolio characteristics such as principal payment rates, interest yields and fee yields. Similar to the model used for personal loans receivable, the Company engaged a third party to create an independent fair value estimate, which provides a range of fair values that are compared for reasonableness.

For the derivative, the Company uses a base set of cash flows derived from historical data and management assumptions. From this base set of cash flows, funds that are projected to be released to the Company according to the contractual terms outlined in the waterfall agreement are calculated on an aggregate basis then discounted at a rate that is representative of equity yield.

The table below presents a reconciliation of Loans Receivable at Fair Value on a recurring basis using significant unobservable inputs:

December 31,
(in thousands)20232022
Balance – beginning of period$3,175,449$2,407,722
Principal disbursements2,841,9163,921,347
Principal payments from borrowers(2,599,503)(2,729,545)
Gross charge-offs(437,330)(355,178)
Net (decrease) increase in fair value(18,180)(68,897)
Balance ‑ end of period$2,962,352$3,175,449

As of December 31, 2023, the aggregate fair value of loans that are 90 days or more past due and in non-accrual status was $5.2 million, and the aggregate unpaid principal balance for loans that are 90 days or more past due was $41.5 million. As of December 31, 2022, the aggregate fair value of loans that are 90 days or more past due and in non-accrual status was $4.1 million, and the aggregate unpaid principal balance for loans that are 90 days or more past due was $35.2 million.

Financial Instruments Disclosed But Not Carried at Fair Value

The following table presents the carrying value and estimated fair values of financial assets and liabilities disclosed but not carried at fair value and the level within the fair value hierarchy:

Carrying value · Estimated fair value · Estimated fair value
(in thousands) · Level 1 · Level 2 · Level 3
Assets
Cash and cash equivalents$91,187$91,187$91,187$—$—
Restricted cash114,829114,829114,829——
Liabilities
Accounts payable5,2885,2885,288——
Secured financing (Note 8)290,949285,231—285,231—
Asset-backed borrowings at amortized cost (Note 8)(1)580,101580,101——580,101
Acquisition and corporate financing (Note 8)285,682286,865—286,865—

(1)As of December 31, 2023, the Company estimates the carrying value of asset-backed borrowings at amortized cost to approximate their fair value as the underlying cash flows and associated assumptions are reviewed and updated each period.

Carrying value · Estimated fair value · Estimated fair value
(in thousands) · Level 1 · Level 2 · Level 3
Assets
Cash and cash equivalents$98,817$98,817$98,817$—$—
Restricted cash105,000105,000105,000——
Liabilities
Accounts payable9,6709,6709,670——
Secured financing (Note 9)320,000306,574—306,574—
Acquisition and corporate financing (Note 9)235,679233,166—233,166—

The Company uses the following methods and assumptions to estimate fair value:

Cash, cash equivalents, restricted cash and accounts payable ‑The carrying values of certain of the Company’s financial instruments, including cash and cash equivalents, restricted cash and accounts payable, approximate Level 1 fair values of these financial instruments due to their short-term nature.

Loans held for sale ‑The fair values of loans held for sale are based on a negotiated agreement with the purchaser.

Secured financing, acquisition and corporate financing ‑The fair values of the secured financing and acquisition and corporate financing have been calculated using discount rates equivalent to the weighted-average market yield of comparable debt securities, which is a Level 2 input measure.

Asset-backed borrowings at amortized cost ‑The fair values of the asset-backed borrowings at amortized cost have been calculated by discounting the contractual cash flows at the interest rate the Company estimates such arrangement would bear if executed in the current market, which is a Level 3 input measure.

There wereno transfers in or out of Level 3 assets and liabilities for the years ended December 31, 2023 and 2022.

15.Leases, Commitments and Contingencies

Leases - The Company’s leases are primarily for real property consisting of retail locations and office space and have remaining lease terms of 6 years or less.

The Company has elected the practical expedient to keep leases with terms of 12 months or less off the balance sheet as no recognition of a lease liability and a right-of-use asset is required. Operating lease expense is recognized on a straight-line basis over the lease term in “Technology and facilities” in the Consolidated Statements of Operations.

All of the Company’s existing lease arrangements are classified as operating leases. At the inception of a contract, the Company determines if the contract is or contains a lease. At the commencement date of a lease, the Company recognizes a lease liability equal to the present value of the lease payments and a right-of-use asset representing the Company’s right to use the underlying asset for the duration of the lease term. The

Company’s leases include options to extend or terminate the arrangement at the end of the original lease term. The Company generally does not include renewal or termination options in its assessment of the leases unless extension or termination for certain assets is deemed to be reasonably certain. Variable lease payments and short-term lease costs were deemed immaterial. The Company’s leases do not provide an explicit rate. The Company uses its contractual borrowing rate to determine lease discount rates.

As of December 31, 2023, maturities of lease liabilities, excluding short-term leases and leases on a month-to-month basis, were as follows:

(in thousands)Operating Leases
Lease expense
2024$12,786
202510,851
20264,700
20271,661
2028435
202940
Thereafter—
Total lease payments30,473
Imputed interest(2,097)
Total leases$28,376
Weighted average remaining lease term2.7 years
Weighted average discount rate4.72%

As of December 31, 2022, maturities of lease liabilities, excluding short-term leases and leases on a month-to-month basis, were as follows:

(in thousands)Operating Leases
Lease expense
2023$13,879
202411,940
20259,969
20263,918
20271,032
Thereafter25
Total lease payments40,763
Imputed interest(2,816)
Total leases$37,947
Weighted average remaining lease term3.2 years
Weighted average discount rate4.06%

Rental expenses under operating leases for the years ended December 31, 2023 and 2022 were $17.4 million and $18.5 million, respectively.

Purchase Commitment ‑The Company has commitments to purchase information technology and communication services in the ordinary course of business, with various terms through 2027. These amounts are not reflective of the Company’s entire anticipated purchases under the related agreements; rather, they are determined based on the non-cancelable amounts to which the Company is contractually obligated. The Company’s purchase obligations are $44.8 million in 2024, $26.5 million in 2025, $3.3 million in 2026, $1.0 million in 2027, and $0.0 million in 2028 and thereafter.

Bank Partnership Program and Servicing Agreement - The Company entered into a bank partnership program with Pathward, N.A. on August 11, 2020. In accordance with the agreements underlying the bank partnership program, Oportun has a commitment to purchase an increasing percentage of program loans originated by Pathward based on thresholds specified in the agreements. Lending under the partnership was launched in August of 2021 and as of December 31, 2023, the Company has a commitment to purchase an additional $12.9 million of program loans based on originations through December 31, 2023.

Whole Loan Sale Program ‑ Through March 4, 2022, the Company had a commitment to sell to a third-party institutional investor 10% of its unsecured loan originations that satisfy certain eligibility criteria, and an additional 5% at the Company’s sole option. The Company chose not to renew the arrangement and allowed the agreement to expire on its terms on March 4, 2022. In November 2022, the Company entered into a forward flow whole loan sale agreement with an institutional investor. Pursuant to this agreement, the Company has a commitment to sell a minimum of $2.0 million of its unsecured loan originations each month, with an option to sell an additional $4.0 million each month, over an approximatelyone-year period, subject to certain eligibility criteria. For details regarding the whole loan sale program, refer to Note 5, Loans Held for Sale.

Unfunded Loan and Credit Card Commitments- Unfunded loan and credit card commitments at December 31, 2023 and 2022 were $32.9 million and $45.0 million, respectively. WebBank has a direct obligation to borrowers to fund such credit card commitments subject to the respective account agreements with such borrowers; however, pursuant to the Receivables Purchase Agreement between WebBank and Oportun, Inc., the Company has the obligation to purchase receivables from WebBank representing these unfunded amounts.

Mexico Value-added Tax -In October 2023, the Company's Mexico subsidiary received notice from Mexico’s Servicio de Administración Tributaria, the Mexican federal tax authority, for claims related to the alleged underpayment of value-added tax, including inflationary adjustments, fines and penalties for tax years 2017-2019. The Company disputes that there were underpayments in any of those years, and intends to pursue all available administrative and legal avenues of appeal to assert its position. No accrual related to this matter has been recorded as of December 31, 2023, as the Company believes it is not probable to be incurred. However, it is reasonably possible the Company will be unsuccessful in asserting at least some of these claims, and for those claims, the Company believes it may be exposed to a liability ranging from zero to $3.8 million, consisting of $1.2 million of value-added tax and $2.6 million of inflationary adjustments, fines and penalties. These estimates are subject to change based on the results of the administrative and legal appeal processes, however, timing of the resolution of this issue is unknown.

Litigation

From time to time, the Company may bring or be subject to other legal proceedings and claims in the ordinary course of business, including legal proceedings with third parties asserting infringement of their intellectual property rights, consumer litigation, and regulatory proceedings. The Company is not presently a party to any other legal proceedings that, if determined adversely to the Company, would individually or taken together have a material adverse effect on its business, financial condition, cash flows or results of operations.

16.Related Party Transactions

On September 14, 2022, the Company entered into an agreement to borrow $150.0 million of a senior secured term loan with certain funds associated with Neuberger Berman Specialty Finance (“Neuberger”). On March 10, 2023, the Company upsized and amended its Corporate Financing and borrowed an additional $75.0 million over four separate tranches from March 10, 2023 to June 30, 2023. In connection with the additional $75.0 million, the Company issued warrants to the lenders with each tranche to purchase a total of 4,193,453 shares of its common stock at an exercise price of$0.01 per share (the “Warrants”). Following the issuance of the Warrants, Neuberger is now deemed to be a beneficial owner of greater thanten percent of the Company's outstanding stock pursuant to generally accepted accounting principles. See Note 8, Borrowings for additional information on the Second Amendment of the Corporate Financing and Note 10, Stockholders' Equity for additional information on the Warrants.

In addition, on June 16, 2023, the Company entered into a forward flow whole loan sale agreement with Neuberger. Pursuant to this agreement, the Company has agreed to sell up to $300.0 million of its personal loan originations over the next twelve months. The Company will continue to service these loans upon transfer of the receivables. As part of this agreement, during the year ended December 31, 2023, the Company transferred loans receivable totaling $220.5 million. See Note 8, Borrowings – Asset-backed borrowings at amortized cost for additional information on the forward flow whole loan sale agreement.

For the year ended December 31, 2023, the Company recorded interest expense of $38.3 million related to the Corporate Financing agreement and $8.7 million related to the secured borrowing agreement. The expected cash flows are used to calculate interest expense on the secured borrowing, using the effective interest method. The Company also recorded $20.0 million of interest income in the Company’s Consolidated Statements of Operations for the year ended December 31, 2023 related to transferred loans.

Loans receivable at fair value underlying the secured borrowing with Neuberger was $200.8 million as of December 31, 2023. The Company had Asset-backed borrowings at amortized costs of $201.8 million and corporate financing of $204.1 million due to Neuberger as of December 31, 2023. The Company also had an insignificant amount of Interest and fee receivable, net, and Other liabilities in its Consolidated Balance Sheets as of December 31, 2023 related to these transactions.

The Company believes that it has executed all the transactions described herein on terms no less favorable to it than it could have obtained from unaffiliated third parties.

17.Subsequent Events

On February 13, 2024, Oportun Financial Corporation (the “Company”) issued a press release announcing the issuance of $199.5 milliontwo-year asset-backed notes (the “Notes”) by Oportun Issuance Trust 2024-1 (the “Issuer”) and secured by a pool of its unsecured and secured personal installment loans (the “2024-1 Securitization”). The 2024-1 Securitization included four classes of fixed rate notes. The Notes were offered and sold in a private placement in reliance on Rule 144A under the U.S. Securities Act of 1933, as amended, and were priced with a weighted average yield of 8.600% per annum and weighted average coupon of 8.434% per annum.

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