Oportun Financial Corp

Other Loan Sales - From time to time the Company has entered into agreements to sell certain populations of its personal loans and credit card receivables, including non-performing loans and credit card receivables originated as held for investment. The sold loans are accounted for under the fair value option. The loan sales qualify for sale accounting treatment and the Company derecognizes these loans from its Consolidated Balance Sheets upon sale.

Whole Loan Sale Program‑ The Company enters into whole loan sale agreements with third parties in which we agree to sell newly originated unsecured personal loans and secured personal loans. The originations of loans sold and held for sale during the year ended December 31, 2025 was $140.3 million and the Company recorded a gain on sale of $5.6 million and servicing revenue of $7.2 million. The originations of loans sold and held for sale during the year ended December 31, 2024 was $119.6 million and the Company recorded a gain on sale of $6.0 million and servicing revenue of $6.5 million.

Credit Cards Receivable Portfolio -On November 12, 2024, the Company completed the sale of the credit cards receivable portfolio to Continental Purchasing, LLC (the “Credit Cards Receivable Sale Closing”) in exchange for cash proceeds of $51.2 million. The Company used the proceeds from the sale to pay off the Credit Card Warehouse facility. In connection with the Credit Cards Receivable Sale Closing and pursuant to a program winddown agreement, the Amended and Restated Credit Card Program and Servicing Agreement, dated as of February 5, 2021, by and between the Company and WebBank, and other related documents, terminated effective November 10, 2024.

Capitalized software, net consists of the following:

Capitalized software, net

Amortization of system development costs and acquired developed technology for years ended December 31, 2025 and 2024 was $34.7 million and $40.1 million, respectively. System development costs capitalized in the years ended December 31, 2025 and 2024 were $25.0 million and $20.5 million, respectively.

Acquired developed technology was $48.5 million and is related to the acquisition of Hello Digit, Inc. on December 22, 2021.

Intangible Assets

The gross carrying amount and accumulated amortization, in total and by major intangible asset class are as follows:

Amortization of intangible assets for the years ended December 31, 2025 and 2024 was $4.9 million and $7.5 million, respectively.

Expected future amortization expense for intangible assets as of December 31, 2025 is as follows:

(1)Excludes indefinite lived intangible assets.

Other assets consist of the following:

(1)See Note 13. Income Taxes for additional detail regarding the Deferred tax assets, net.

Fixed Assets

Depreciation and amortization expense related to fixed assets for the years ended December 31, 2025 and 2024 was $1.8 million and $3.5 million, respectively.

Secured Financing

The following table presents information regarding the Company's Secured Financing facilities:

PLW Facility

On August 29, 2024, the Company (Oportun PLW Trust) entered into an amendment to the loan and security agreement and other related documents under the PLW Facility to modify certain terms of the loan and security agreement to reduce the number of lenders thereunder and to extend the PLW Facility Termination Date until October 8, 2024, during which time no draws were available, and no unused fees accrued.

On September 20, 2024, the Company (Oportun PLW Trust) entered into an amendment to the loan and security agreement and other related documents under the PLW Facility. Following the amendment, the PLW Facility had atwo-year revolving period and a borrowing capacity of $306.5 million. Borrowings under the PLW Facility loan and security agreement accrued interest at a rate equal to Term SOFR plus a weighted average spread of 3.40%. The advance rate for the PLW Facility is 95.0%, subject to certain triggers that could lower the advance rate to 92.0%.

On November 22, 2024, the Company (Oportun PLW Trust) entered into an amendment to the loan and security agreement and other related documents under the PLW Facility. Following the amendment, the PLW Facility had a borrowing capacity of $429.0 million. Borrowings under the loan and security agreement accrued interest at a rate equal to Term SOFR plus a weighted average spread of 3.35%.

On October 10, 2025, the Company (Oportun PLW Trust) entered into an amendment to the loan and security agreement and other related documents under the PLW Facility. Following the amendment, the PLW Facility has atwo-year revolving period with a final maturity of September 1, 2028 and a borrowing capacity of $367.7 million. Borrowings under the loan and security agreement accrue interest at a rate equal to Term SOFR plus a weighted average spread of 2.84%.

PLW II Facility

On August 5, 2024, in connection with the closing of a new warehouse facility, the Company (Oportun PLW II Trust), entered into a loan and security agreement with certain lenders from time to time party thereto, and Wilmington Trust, National Association as collateral agent, administrative agent, paying agent, securities intermediary and depositary bank (the "PLW II Facility"). The PLW II Facility has athree year revolving period with a final maturity of August 1, 2028 and had a borrowing capacity of $245.2 million. Borrowings under the loan and security agreement accrued interest at a rate equal to Term SOFR plus a weighted average spread of 3.08%. The advance rate for the PLW II Facility is 95.0%, subject to certain triggers that could lower the advance rate to 92.0%.

On November 1, 2024, the Company (Oportun PLW II Trust) entered into an amendment to the loan and security agreement and other related documents under the PLW II Facility. Following the amendment, the PLW II Facility has a borrowing capacity of $337.1 million. Borrowings under the loan and security agreement accrued interest at a rate equal to Term SOFR plus a weighted average spread of 3.07%.

On October 8, 2025, the Company (Oportun PLW II Trust) entered into an amendment to the loan and security agreement and other related documents under the PLW II Facility. Following the amendment, borrowings under the loan and security agreement accrue interest at a rate equal to Term SOFR plus a weighted average spread of 2.76%.

PLW III Facility

On April 2, 2025, in connection with the closing of a new warehouse facility, the Company (Oportun PLW III Trust), entered into a loan and security agreement with certain lenders from time to time party thereto, and Wilmington Trust, National Association as collateral agent, administrative agent, paying agent, securities intermediary and depository bank (the “PLW III Facility”). The PLW III Facility has atwo-year revolving period with a final maturity of April 1, 2028 and a borrowing capacity of $187.5 million. Borrowings under the loan and security agreement accrued interest at a rate equal to Term SOFR plus a weighted average spread up to 3.34%. The advance rate for the PLW III Facility is 95.0%, subject to certain triggers that could lower the advance rate to 92.0%.

On October 8, 2025, the Company (Oportun PLW III Trust) entered into an amendment to the loan and security agreement and other related documents under the PLW III Facility. Following the amendment, borrowings under the loan and security agreement accrue interest at a rate equal to Term SOFR plus a weighted average spread up to 3.18%.

PLW IV Facility

On October 14, 2025, in connection with the closing of a new warehouse facility, the Company (Oportun PLW IV Trust) entered into a loan and security agreement with certain lenders from time to time party thereto, and Wilmington Trust, National Association as collateral agent, administrative agent, paying agent, securities intermediary and depositary bank (the "PLW IV Facility"). The PLW IV Facility has athree-year revolving period with a final maturity of October 1, 2029 and a borrowing capacity of $246.8 million. Borrowings under the loan and security agreement accrue interest at a rate no greater than Term SOFR plus a weighted average spread of 2.56%. The advance rate for the PLW IV Facility is 95.0%, subject to certain triggers that could lower the advance rate to 92.0%.

Asset-backed Notes at Fair Value

The following tables present information regarding asset-backed notes at fair value:

(1)Initial note amount issued includes notes retained by the Company as applicable. The current balances are measured at fair value for asset-backed notes recorded at fair value.

(2) Includes the unpaid principal balance of loans receivable, the balance of required reserve funds, cash, cash equivalents and restricted cash pledged by the Company.

(3)Weighted average interest rate excludes notes retained by the Company. There were no notes retained by the Company as of December 31, 2025.

On June 9, 2025, the Company redeemed series 2022-3 and 2022-2 asset-backed notes in the amounts of $31.9 million and $21.6 million, respectively. The asset-backed notes were carried at fair value and the fair value mark was recognized in the Consolidated Statements of Operations as part of the Net decrease in fair value.

On September 8, 2025, the Company redeemed series 2022-A asset-backed notes in the amount of $131.6 million. The asset-backed notes were carried at fair value and the fair value mark was recognized in the Consolidated Statements of Operations as part of the Net decrease in fair value.

Asset-backed Borrowings at Amortized Cost

The following tables represent information regarding the Company's asset-backed notes and asset-backed borrowings at amortized cost:

(1)Initial amount issued includes any notes retained by the Company as applicable. The current balances are measured at amortized cost.

(2)Includes the unpaid principal balance of loans receivable, the balance of required reserve funds, cash, cash equivalents and restricted cash pledged by the Company.

(3)Weighted average interest rate excludes notes retained by the Company. There were no notes retained by the Company as of December 31, 2025.

(4)Consists of forward flow whole loan sales that do not qualify as sales for accounting purposes.

On February 13, 2024, the Company issued $199.5 million of Series 2024-1 asset-backed notes secured by a pool of our 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 8.60% per annum and weighted average coupon of 8.43% per annum.

On August 29, 2024, the Company issued $223.3 million of series 2024-2 asset-backed notes secured by a pool of our unsecured and secured personal installment loans (the "2024-2 Securitization"). The 2024-2 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 8.22% per annum and weighted average coupon of 8.07% per annum.

On January 16, 2025, the Company issued $425.1 million of series 2025-A asset-backed notes secured by a pool of its unsecured and secured personal installment loans (the “2025-A Securitization”). The 2025-A Securitization included five 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 6.95% per annum and a weighted average coupon of 6.15% per annum.

On June 5, 2025, the Company issued $439.3 million of series 2025-B asset-backed notes secured by a pool of its unsecured and secured personal installment loans (the “2025-B Securitization”). The 2025-B Securitization included five 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 5.67% per annum and a weighted average coupon of 5.57% per annum.

On August 21, 2025, the Company issued $538.5 million of series 2025-C asset-backed notes secured by a pool of its unsecured and secured personal installment loans (the “2025-C Securitization”). The 2025-C Securitization included five 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 5.29% per annum and a weighted average coupon of 5.23% per annum.

On October 17, 2025, the Company issued $441.2 million of series 2025-D asset-backed notes secured by a pool of its unsecured and secured personal installment loans (the “2025-D Securitization”). The 2025-D Securitization included five 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 5.77% per annum and a weighted average coupon of 5.69% per annum.

On November 10, 2025, the Company redeemed 2023-A financing transaction in the amount of$197.4 million. The financing was carried at amortized cost, and the unamortized costs were recognized in the Consolidated Statements of Operations as part of the Interest Expense.

Corporate Financing

The following table presents information regarding the Company's Corporate Financing:

(1) Balances are measured at amortized cost. As of December 31, 2025 and December 31, 2024 the outstanding principal balance was$165.0 million, and$235.8 million, respectively.

On October 23, 2024, the Company entered into a Credit Agreement with certain affiliates of Neuberger and McLaren Harbor LLC, pursuant to which the Company borrowed $235 million of senior secured term loans (the “Credit Agreement” and the “Term Loans”). The funding of the Term Loans (the “Term Loan Closing”) was subject to certain closing conditions, including the repayment of the Acquisition Financing and the Company's then existing senior secured term loans under the credit agreement dated as of September 14, 2022, by and among the Company, Wilmington Trust, National Association, and the lenders party thereto, as amended ("Original Credit Agreement"), in addition to the completion of the sale of the Company's credit cards receivable portfolio, which occurred on November 12, 2024. The Term Loan Closing occurred on November 14, 2024, and the Original Credit Agreement was extinguished, paid in full, and the Acquisition Financing was terminated and the associated outstanding loan balance was repaid in full.

The Credit Agreement contains certain representations, warranties and covenants, as well as indemnification obligations, in respect of the Company and certain of its subsidiaries, subject to specified exceptions and qualifications contained in the Credit Agreement.

The Term Loans bear interest at an amount equal to 15% per year, of which 2.5% may be payable in-kind at the Company’s election. The Term Loans are scheduled to mature four years from the date of the Term Loan Closing. Under the Credit Agreement, the Company was required to repay $12.5 million of the Term Loans on or prior to July 31, 2025 and an additional $27.5 million of the Term Loans on or prior to January 31, 2026. As of December 31, 2025, the Company has repaid the required $12.5 million and $27.5 million of principal. In addition, the Company has the flexibility to make additional prepayments of $10 million at any time, and an additional $10 million after the one-year anniversary of the Term Loan Closing, in each case not subject to a prepayment premium. Voluntary prepayment of the Term Loans in excess of certain thresholds and with certain other exceptions as set forth in the Credit Agreement, will be subject to a prepayment premium. As of December 31, 2025, the Company has made a total of $30.0 million of additional prepayments of principal, along with a total of $0.5 million in prepayment premiums.

The obligations under the Credit Agreement are secured by the assets of the Company and certain of its subsidiaries guaranteeing the Term Loans, including pledges of the equity interests of certain subsidiaries that are directly or indirectly owned by the Company, subject to customary exceptions.

Under the Refinancing Credit Agreement, the Company issued warrants (the “Warrants”), at an exercise price of $0.01 per share, to affiliates of Neuberger and McLaren Harbor LLC to purchase 4,853,006 shares of the Company’scommon stock. See Note 10, Stockholders' Equity for additional information on warrants issued by the Company.

The Credit Agreement contains financial covenants requiring the maintenance of minimum liquidity and a maximum adjusted EBITDA-based corporate leverage covenant, together with other customary affirmative and negative covenants, representations and warranties and events of default.

Debt Covenants - As of December 31, 2025 and 2024, the Company was in compliance with all covenants and requirements of the Secured Financing, Corporate Financing facilities and asset-backed notes.

Other liabilities consist of the following:

(1)See Note 13. Income Taxes for additional detail regarding the Current tax liabilities.