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Oportun Financial Corp

For the period ended Jun 30, 2026. Filed Aug 6, 2026.

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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.

Jun 30, 2026 · Filed Aug 6, 2026

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

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Notes to the Condensed Consolidated Financial Statements

Notes to the Condensed Consolidated Financial Statements (Unaudited)

June 30, 2026

1.Organization and Description of Business

Oportun Financial Corporation (together with its subsidiaries unless the context indicates otherwise, "Oportun," or the "Company") is a mission driven financial services company that puts its members’ financial goals within reach. With intelligent borrowing, savings, and budgeting capabilities, the Company empowers members with the confidence to build a better financial future. Oportun takes a holistic approach to serving its members and views as its purpose to responsibly meet their current capital needs, help improve their financial profiles, increase their financial awareness and put them on a path to a financially healthy life. Oportun offers access to a comprehensive suite of products, offered either directly or through partners, including unsecured and secured lending, and savings. The Company is headquartered in San Mateo, California. The Company has been certified by the United States Department of the Treasury as a Community Development Financial Institution since 2009.

2.Summary of Significant Accounting Policies

Basis of Presentation ‑The Company meets the Securities and Exchange Commission's ("SEC") definition of a “Smaller Reporting Company”, and therefore qualifies for the SEC's reduced disclosure requirements for smaller reporting companies. The accompanying condensed and consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). These statements are unaudited and reflect all normal, recurring adjustments that are, in management's opinion, necessary for the fair presentation of results. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026, as amended (the "Annual Report").

Use of Estimates ‑The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of income and expenses during the reporting period. These estimates are based on information available as of the date of the condensed consolidated financial statements; therefore, actual results could differ from those estimates and assumptions.

Accounting Policies - There have been no changes to the Company's significant accounting policies from those described in Part II, Item 8 - Financial Statements and Supplementary Data in the Annual Report, except for the new accounting pronouncements subsequently adopted as noted below.

Recently Adopted Accounting Standards

There have been no accounting standards adopted during the three months ended June 30, 2026.

Accounting Standards to be Adopted

Income Statement - In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). This ASU requires disaggregated disclosure of income statement expenses for public business entities (PBEs). The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. The ASU is effective for all PBEs for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the effect of the new guidance on its Condensed Consolidated Statement of Operations.

Internally Developed Software - In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU eliminates the prior “project stage” model and clarifies that capitalization begins when management authorizes and commits funding for a project and completion is probable; it also relocates website-development guidance into Subtopic 350-40 and requires entities to apply the PP&E disclosure requirements in ASC 360-10 to capitalized internal-use software. The ASU is effective for annual periods beginning after December 15, 2027, including interim periods within those annual periods; early adoption is permitted. Entities may adopt prospectively, retrospectively, or under a modified transition approach. The Company is evaluating the effect of this guidance on its accounting for and disclosures of internal-use software.

Interim Reporting- In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This ASU intends to improve the navigability of the guidance in ASC 270 and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides “interim financial statements and notes in accordance with GAAP.” The ASU also addresses the form and content of such financial statements, adds lists to ASC 270 of the interim disclosures required by all other Codification topics, and establishes a principle under which an entity must “disclose events since the end of the last annual reporting period that have a material impact on the entity.” As the Board stated in the proposed guidance and reiterates in the ASU, the amendments are not intended to “change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements.” The ASU is effective for interim reporting periods within annual reporting periods beginning after

December 15, 2027; early adoption is permitted. Entities may adopt prospectively, or retrospectively to any or all prior periods presented in the financial statements. The Company is evaluating the effect of this guidance on its interim reporting.

Codification Improvements - In December 2025, the FASB issued ASU 2025-12 “Codification Improvements” to address suggestions received from stakeholders on the Accounting Standards Codification and to make other incremental improvements to U.S. GAAP. The update represents changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. The amendments make the Codification easier to understand and apply. The guidance is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years; early adoption is permitted. The Company is evaluating the effect of this guidance on its results of operations, financial position and disclosures.

3.Earnings per Share

Basic and diluted earnings per share are calculated as follows:

Three Months Ended June 30,Six Months Ended June 30,
(in thousands, except share and per share data)2026202520262025
Net income$8,536$6,877$10,881$16,644
Net income attributable to common stockholders$8,536$6,877$10,881$16,644
Basic weighted-average common shares outstanding (1)48,419,60746,571,52447,930,59846,037,084
Weighted average effect of dilutive securities:
Restricted stock units976,4171,321,6481,019,5121,431,371
Diluted weighted-average common shares outstanding49,396,02447,893,17248,950,11047,468,455
Earnings per share:
Basic$0.18$0.15$0.23$0.36
Diluted$0.17$0.14$0.22$0.35

(1)The outstanding and exercisable warrants issued with an exercise price of $0.01 are included in the Basic weighted-average common shares outstanding. See Note 10, Stockholders' Equity for additional information.

The following common share equivalent securities have been excluded from the calculation of diluted weighted-average common shares outstanding because the effect is anti-dilutive for the periods presented:

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Stock options1,404,2571,700,3211,417,8831,768,313
Restricted stock units582,6231,241,225684,4371,248,514
Total anti-dilutive common share equivalents1,986,8802,941,5462,102,3203,016,827
4.Variable Interest Entities

For allvariable interest entities (“VIEs”) in which the Company is involved, it assesses whether it is the primary beneficiary of the VIE on an ongoing basis. In circumstances where the Company has both the power to direct the activities that most significantly impact the VIEs performance and the obligation to absorb losses or the right to receive the benefits of the VIE that could be significant, it would conclude that it is the primary beneficiary of the VIE, and it consolidates the VIE. In situations where the Company is not deemed to be the primary beneficiary of the VIE, it does not consolidate the VIE and only recognizes its interests in the VIE. See Note 8, Borrowings for additional information on the secured borrowing under the caption of asset-backed borrowings at amortized cost.

Consolidated VIEs

As part of the Company’s overall funding strategy, the Company transfers a pool of designated loans receivable to wholly owned special-purpose subsidiaries to collateralize certain asset-backed financing transactions. For these VIEs where the Company has determined that it is the primary beneficiary because it has the power to direct the activities that most significantly impact the VIEs’ economic performance and the obligation to absorb the losses or the right to receive benefits from the VIEs that could potentially be significant to the VIEs, the VIEs assets and related liabilities are consolidated with the results of the Company. Such power arises from the Company’s contractual right to service the loans receivable securing the VIEs’ asset-backed debt obligations. The Company has an obligation to absorb losses or the right to receive benefits that are potentially significant to the VIEs because it retains the residual interest of each asset-backed financing transaction in the form of an asset-backed certificate. Accordingly, the Company includes the VIEs’ assets, including the assets securing the financing transactions, and related liabilities in its condensed consolidated financial statements.

Each consolidated VIE issues a series of asset-backed securities that are supported by the cash flows arising from the loans receivable securing such debt. Cash inflows arising from such loans receivable are distributed monthly to the transaction’s lenders and related service providers in accordance with the transaction’s contractual priority of payments. The creditors of the VIEs above have no recourse to the general credit of the Company as the primary beneficiary of the VIEs and the liabilities of the VIEs can only be settled by the respective VIE’s assets. The Company retains the most subordinated economic interest in each financing transaction through its ownership of the respective residual interest in each VIE. The Company has no obligation to repurchase loans receivable that initially satisfied the financing transaction’s eligibility criteria but subsequently became delinquent or a defaulted loans receivable.

The following table represents the assets and liabilities of consolidated VIEs recorded on the Company’s Condensed Consolidated Balance Sheets (Unaudited):

June 30,December 31,
(in thousands)20262025
Consolidated VIE assets
Restricted cash$65,255$85,767
Loans Receivable at Fair Value2,606,3412,621,339
Total VIE assets2,671,5962,707,106
Consolidated VIE liabilities
Secured financing (1)308,620204,833
Asset-backed notes at fair value137,778263,799
Asset-backed borrowings at amortized cost1,947,9701,947,937
Total VIE liabilities$2,394,368$2,416,569

(1)Amounts exclude deferred financing costs. See Note 8, Borrowings for additional information.

5.Loans Held for Sale and Loans Sold

Other Loan Sales - From time to time the Company has entered into agreements to sell certain populations of its personal loans, including non-performing loans 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 Condensed Consolidated Balance Sheets (Unaudited) upon sale.

Whole Loan Sale Program‑ The Company enters into whole loan sale agreements with third parties in which the Company agrees to sell newly originated unsecured personal loans and secured personal loans. The originations of loans sold and held for sale during the three months ended June 30, 2026 was $25.9 million and the Company recorded a gain on sale of $1.4 million and servicing revenue of $1.5 million. The originations of loans sold and held for sale during the three months ended June 30, 2025 was $39.9 million and the Company recorded a gain on sale of $1.5 million and servicing revenue of $1.8 million.

The originations of loans sold and held for sale during the six months ended June 30, 2026 was $51.7 million and the Company recorded a gain on sale of $2.8 million and servicing revenue of $3.2 million. The originations of loans sold and held for sale during the six months ended June 30, 2025 was $72.2 million and the Company recorded a gain on sale of $3.0 million and servicing revenue of $3.5 million.

6.Capitalized Software and Other Intangibles

Capitalized software, net consists of the following:

June 30,December 31,
(in thousands)20262025
Capitalized software, net:
System development costs$209,275$197,130
Acquired developed technology48,50048,500
Accumulated amortization(203,398)(188,933)
Total capitalized software, net$54,377$56,697

Capitalized software, net

Amortization of system development costs and acquired developed technology for the three months ended June 30, 2026 and 2025 was $7.3 million and $9.0 million, respectively. System development costs capitalized in the three months ended June 30, 2026 and 2025 were $6.3 million and $6.6 million, respectively.

Amortization of system development costs and acquired developed technology for the six months ended June 30, 2026 and 2025 was $14.9 million and $18.3 million, respectively. System development costs capitalized in the six months ended June 30, 2026 and 2025 were $12.9 million and $12.4 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:

June 30,December 31,
(in thousands)20262025
Intangible assets:
Member relationships$34,500$34,500
Trademarks5,6265,626
Other3,0003,000
Accumulated amortization(30,569)(28,125)
Total intangible assets, net$12,557$15,001

Amortization of intangible assets was $1.2 million for each of the three months ended June 30, 2026 and 2025. Amortization of intangible assets was $2.4 million for each of the six months ended June 30, 2026 and 2025.

Expected future amortization expense for intangible assets as of June 30, 2026 is as follows:

(in thousands)Fiscal Years
2026 (remaining six months)$2,485
20274,929
20284,780
2029—
2030—
2031—
Thereafter—
Total (1)$12,194

(1)Excludes indefinite lived intangible assets.

7.Other Assets

Other assets consist of the following:

June 30,December 31,
(in thousands)20262025
Fixed assets
Total fixed assets$41,442$41,355
Accumulated depreciation(39,600)(39,282)
Total fixed assets, net$1,842$2,073
Other Assets
Prepaid expenses$11,291$11,647
Deferred tax assets, net63,76168,111
Current tax assets1,5193,391
Receivable from banking partner6,8794,686
Derivative asset—(1,249)
Other16,70115,032
Total other assets$101,993$103,691

Fixed Assets

Depreciation and amortization expense related to fixed assets for the three months ended June 30, 2026 and 2025 was $0.3 million and $0.5 million, respectively, and for the six months ended June 30, 2026 and 2025 was $0.5 million, and $1.1 million, respectively.

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