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Oportun Financial Corp

For the period ended Dec 31, 2025. Filed Feb 27, 2026.

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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.

FY2025 · Filed Feb 27, 2026

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

Extracted filing text, with the paragraph anchors used by the comparison.

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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, 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, extinguishment, and warrant amortization costs.

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)Year Ended December 31,
20252024
Fair value mark-to-market adjustment on Loans Receivable at Fair Value (1)$32,953$(1,706)
Fair value mark-to-market adjustment on asset-backed notes(17,820)(72,089)
Fair value mark-to-market adjustment on derivatives(15,018)4,464
Total fair value mark-to-market adjustment$115$(69,331)

(1) Thefair 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 years ended December 31, 2025 and 2024:

Year Ended December 31,
Adjusted EBITDA (in thousands)20252024
Net income (loss)$25,246$(78,682)
Adjustments:
Income tax expense (benefit)18,830(36,495)
Interest on corporate financing35,72951,135
Depreciation and amortization41,47052,186
Stock-based compensation expense10,68613,053
Other non-recurring charges (1)16,57934,019
Fair value mark-to-market adjustment(115)69,331
Adjusted EBITDA$148,425$104,547

(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, extinguishment and warrant amortization costs.

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 for the years ended December 31, 2025 and 2024:

Year Ended December 31,
Adjusted Net Income (in thousands)20252024
Net income (loss)$25,246$(78,682)
Adjustments:
Income tax expense (benefit)18,830(36,495)
Stock-based compensation expense10,68613,053
Other non-recurring charges (1)16,57934,019
Net decrease in fair value of credit cards receivable—36,177
Mark-to-market adjustment on asset-backed notes17,82072,089
Adjusted income before taxes89,16140,161
Normalized income tax expense24,07310,843
Adjusted Net Income$65,088$29,318
Income tax rate (2)27.0%27.0%

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

(2)Income tax rates for the years ended December 31, 2025 and December 31, 2024, are based on a normalized statutory rate.

Adjusted Earnings Per Share (“Adjusted EPS”)

Adjusted Earnings 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 years ended December 31, 2025 and 2024. For the reconciliation of net income to Adjusted Net Income, see the immediately preceding table “Adjusted Net Income.”

Year Ended December 31,
(in thousands, except share and per share data)20252024
Diluted earnings (loss) per share$0.53$(1.95)
Adjusted EPS
Adjusted Net Income$65,088$29,318
Basic weighted-average common shares outstanding46,418,93440,356,025
Weighted average effect of dilutive securities:
Stock options——
Restricted stock units1,439,697500,705
Diluted adjusted weighted-average common shares outstanding47,858,63140,856,730
Adjusted Earnings Per Share$1.36$0.72

Return on Equity and Adjusted Return on Equity

We define Adjusted Return on Equity as annualized Adjusted Net Income 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 for the years ended December 31, 2025 and 2024. For the reconciliation of net income to Adjusted Net Income, see the immediately preceding table “Adjusted Net Income.”

As of or for the Year Ended December 31,
(in thousands)20252024
Return on Equity6.8%(20.8)%
Adjusted Return on Equity
Adjusted Net Income$65,088$29,318
Average stockholders’ equity$371,946$379,107
Adjusted Return on Equity17.5%7.7%

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. 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 the years ended December 31, 2025 and 2024:

As of or for the Year Ended December 31,
(in thousands)20252024
Operating Expense Ratio13.4%14.8%
Adjusted Operating Expense Ratio
Total operating expense361,761410,381
Stock-based compensation expense(10,686)(13,053)
Other non-recurring charges (1)(8,206)(15,988)
Total adjusted operating expenses$342,869$381,340
Average Daily Principal Balance$2,701,702$2,766,634
Adjusted Operating Expense Ratio12.7%13.8%

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

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