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Oportun Financial Corp

For the period ended Sep 30, 2025. Filed Nov 5, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 5, 2025

OPRT$11.65+0.3%Stored close · as of Nov 10, 2026

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Non-GAAP Financial Measures

We believe that the provision of non-GAAP financial measures in this report, including Adjusted EBITDA, Adjusted Net Income (Loss), Adjusted EPS, Adjusted Operating Expense, Adjusted Operating Expense Ratio and Adjusted Return on Equity, can provide useful measures for period-to-period comparisons of our core business and useful information to investors and others in understanding and evaluating our operating results. However, non-GAAP financial measures are not calculated in accordance with United States generally accepted accounting principles, or GAAP, and should not be considered as an alternative to any measures of financial performance calculated and presented in accordance with GAAP. There are limitations related to the use of these non-GAAP financial measures versus their most directly comparable GAAP measures, which include the following:

Other companies, including companies in our industry, may calculate these measures differently, which may reduce their usefulness as a comparative measure.

These measures do not consider the potentially dilutive impact of stock-based compensation.

Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements.

Although the fair value mark-to-market adjustment is a non-cash adjustment, it does reflect our estimate of the price a third party would pay for our loans receivable held for investment or our asset-backed notes.

Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us.

Reconciliations of non-GAAP to GAAP measures can be found below.

Adjusted EBITDA

We define Adjusted EBITDA 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 operating results, including 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 income taxes, certain non-cash items, variable charges and timing differences.

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

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

We believe it is useful to exclude the impact of interest expense associated with our corporate financing facilities, including the senior secured term loan and the residual financing facility, as we view this expense as related to our capital structure rather than our funding.

We exclude the impact of certain non-recurring charges because we do not believe that these items reflect ongoing business operations. Other non-recurring charges include litigation reserve, impairment charges, workforce optimization expenses, shareholder activism costs, debt amendment and warrant amortization costs related to our corporate financing facilities.

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

Components of Fair Value Mark-to-Market Adjustment (in thousands)Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Fair value mark-to-market adjustment on loans receivable at fair value (1)$6,622$(5,355)$28,078$(13,109)
Fair value mark-to-market adjustment on asset-backed notes(4,564)(34,581)(15,820)(63,614)
Fair value mark-to-market adjustment on derivatives(2,905)1,300$(2,455)$3,426
Total fair value mark-to-market adjustment$(847)$(38,636)$9,803$(73,297)

(1) The fair value mark-to-market adjustment on loans receivable at fair value excludes mark-to-market adjustments associated with loans sold. See the section titled "Total net increase (decrease) in fair value" in the Results of Operations section for additional information regarding the fair value mark on loans sold.

The following table presents a reconciliation of net income (loss) to Adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30,Nine Months Ended September 30,
Adjusted EBITDA (in thousands)2025202420252024
Net income (loss)$5,198$(29,956)$21,842$(87,420)
Adjustments:
Income tax expense (benefit)9,046(9,508)15,669(31,668)
Interest on corporate financing9,02512,56328,19139,686
Depreciation and amortization10,21813,47332,00139,676
Stock-based compensation expense2,4883,2198,02710,205
Other non-recurring charges (1)4,4092,93910,02719,750
Fair value mark-to-market adjustment84738,636(9,803)73,297
Adjusted EBITDA$41,231$31,366$105,954$63,526

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

Adjusted Net Income

We define Adjusted Net Income as net income adjusted to eliminate the effect of certain items as described below. We believe that Adjusted Net Income is an important measure of operating performance because it allows management, investors, and our Board to evaluate and compare our operating results, including return on capital and operating efficiencies, from period to period, excluding the after-tax impact of non-cash, stock-based compensation expense and certain non-recurring charges.

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. We also include the impact of normalized income tax expense by applying a normalized statutory tax rate.

We believe it is useful to exclude the impact of certain non-recurring charges because we do not believe that these items reflect our ongoing business operations. Other non-recurring charges include litigation reserve, impairment charges, workforce optimization expenses, shareholder activism costs, debt amendment and warrant amortization costs related to our corporate financing facilities.

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

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

The following table presents a reconciliation of net income (loss) to Adjusted Net Income (Loss) for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30,Nine Months Ended September 30,
Adjusted Net Income (in thousands)2025202420252024
Net income (loss)$5,198$(29,956)$21,842$(87,420)
Adjustments:
Income tax expense (benefit)9,046(9,508)15,669(31,668)
Stock-based compensation expense2,4883,2198,02710,205
Other non-recurring charges (1)4,4092,93910,02719,750
Net decrease in fair value of credit cards receivable———36,177
Mark-to-market adjustment on asset-backed notes4,56434,58115,82063,614
Adjusted income (loss) before taxes25,7051,27571,38510,658
Normalized income tax expense6,94034419,2742,878
Adjusted Net Income$18,765$931$52,111$7,780
Income tax rate (2)27.0%27.0%27.0%27.0%

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

(2) Income tax rate for the three and nine months ended September 30, 2025 and 2024 is based on a normalized statutory rate.

Adjusted Earnings Per Share (“Adjusted EPS”)

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

The following table presents a reconciliation of Diluted EPS to Diluted Adjusted EPS for the three and nine months ended September 30, 2025 and 2024. For the reconciliation of net income to Adjusted Net Income (Loss), see the immediately preceding table “Adjusted Net Income (Loss).”

Three Months Ended September 30,Nine Months Ended September 30,
(in thousands, except share and per share data)2025202420252024
Diluted earnings (loss) per share$0.11$(0.75)$0.46$(2.21)
Adjusted EPS
Adjusted Net Income$18,765$931$52,111$7,780
Basic weighted-average common shares outstanding46,711,13439,964,32246,264,23639,562,204
Weighted average effect of dilutive securities:
Stock options————
Restricted stock units1,598,976267,1481,487,240390,785
Diluted adjusted weighted-average common shares outstanding48,310,11040,231,47047,751,47639,952,989
Adjusted Earnings Per Share$0.39$0.02$1.09$0.19

Return on Equity and Adjusted Return on Equity

We define Adjusted Return on Equity as annualized Adjusted Net Income (Loss) divided by average stockholders’ equity. Average stockholders’ equity is an average of the beginning and ending stockholders’ equity balance for each period. We believe Adjusted Return on Equity is an important measure because it allows management, investors and our Board to evaluate the profitability of the business in relation to stockholders’ equity and how efficiently we generate income from stockholders' equity.

The following table presents a reconciliation of Return on Equity to Adjusted Return on Equity as of and for the three and nine months ended September 30, 2025 and 2024. For the reconciliation of net income to Adjusted Net Income (Loss), see the immediately preceding table “Adjusted Net Income (Loss).”

As of or for the Three Months Ended September 30,As of or for the Nine Months Ended September 30,
(in thousands)2025202420252024
Return on Equity5.4%(35.0)%7.9%(31.9)%
Adjusted Return on Equity
Adjusted Net Income$18,765$931$52,111$7,780
Average stockholders' equity$379,922$340,836$368,832$365,980
Adjusted Return on Equity19.6%1.1%18.9%2.8%

Adjusted Operating Expense and Adjusted Operating Expense Ratio

We define Adjusted Operating Expense as total operating expenses adjusted to exclude stock-based compensation expense and certain non-recurring charges. Other non-recurring charges include litigation reserve, impairment charges, workforce optimization expenses, shareholder activism costs, and debt amendment costs related to our Corporate Financing facility. We define Adjusted Operating Expense Ratio as Adjusted Operating Expense divided by Average Daily Principal Balance. We believe Adjusted Operating Expense is an important measure because it allows management, investors and our Board to evaluate and compare its operating costs from period to period, excluding the impact of non-cash, stock-based compensation expense and certain non-recurring charges. We believe Adjusted Operating Expense Ratio is an important measure because they allow management, investors and our Board to evaluate how efficiently we are managing costs relative to revenue and Average Daily Principal Balance.

The following table presents a reconciliation of Operating Expense to Adjusted Operating Expense and Operating Expense Ratio to Adjusted Operating Expense Ratio for thethree and nine months ended September 30, 2025 and 2024:

As of or for the Three Months Ended September 30,As of or for the Nine Months Ended September 30,
(in thousands)2025202420252024
Operating Expense Ratio13.5%14.7%13.9%15.4%
Adjusted Operating Expense Ratio
Total operating expense90,806102,081277,919320,905
Stock-based compensation expense(2,488)(3,219)(8,027)(10,205)
Other non-recurring charges (1)(3,643)(2,542)(7,749)(18,563)
Total adjusted operating expenses$84,675$96,320$262,143$292,137
Average Daily Principal Balance$2,669,454$2,755,495$2,680,357$2,784,163
Adjusted Operating Expense Ratio12.6%13.9%13.1%14.0%

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

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.