

~~11.~~10.			Equity Compensation and Other Benefits

~~2019 Equity Incentive Plan~~

The ~~Company currently has one stockholder-approved plan from which~~Company's stock-based ~~awards can be issued, which was approved by the Company's stockholders in fiscal year 2019 (the "2019 Plan"). The 2019 Plan became effective on September 25, 2019~~plans are described and is the successor to the Company's Amended and Restated 2005 Stock Option / Stock Issuance Plan (the "2005 Plan") and the 2015 Stock Option/Stock Issuance Plan (the "2015 Plan," and collectively with the 2005 Plan, the “Previous Plans”). The Previous Plans exist solely 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, or 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 maximum number of shares of Company common stock that may be issued under the 2019 Plan will not exceed 8,677,294 shares.

On March 4, 2020, the Company registered an additional 1,350,157 shares of common stock that became issuable under the 2019 Plan by reason of the automatic increase provision. The number of shares reserved under the 2019 Plan will automatically increase on January 1 of each year for a period of ten years commencing on January 1, 2020 and ending on (and including) January 1, 2029, in an amount equal to 5% of the total number of shares of common stock outstanding on December 31 of the preceding year; provided, however that the Board may act prior to January 1st of a given year to provide that the increase for such year will be a lesser amount than the 5% of the total number of shares of common stock.

~~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 whoinformational disclosures 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 996,217 shares.

On March 4, 2020, the Company registered an additional 270,031 shares of common stock reserved for future issuance under the ESPP. The number of shares reserved under the ESPP will automatically increase on January 1 of each year for a period of ten years commencing on January 1, 2020 and ending on (and including) January 1, 2029, in an amount equal to the lesser of (a) 1% of the total number of shares of common stock outstanding on December 31 of the preceding year or (b)726,186 shares of common stock; provided, however that the Board may act prior to January 1st of a given year to provide that the increase for such year will be a lesser number of shares of common stock.

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.

~~Stock Options~~

~~The term of an option may not exceed~~ 10 years as determined by the Board, and each option generally vests over a four-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 shares. Upon termination of employment, option holders have a period of up to three 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.

As of March 31, 2020, and December 31, 2019, the Company’s total unrecognized compensation cost related to nonvested stock-based option awards granted to employees was $14.4 million and $10.1 million, respectively, which will be recognized over a weighted-average vesting period of approximately 3.0 years and 2.4 years, respectively.

~~Restricted Stock Units~~

The Company’s restricted stock units ("RSUs") vest upon the satisfaction of time-based criterion of up to four years. 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. Some awards also include a performance criterion, a liquidity event in connection with the Company's initial public offering or a change in control. The liquidity event requirement will be satisfied as to any then-outstanding RSUs on the first to occur of the following events prior to the expiration date: (1) the closing of a change in control; or (2) the first trading day following the expiration of the lock-up period in connection with an IPO. These RSUs are not considered vested until both criteria have been met, if applicable, and provided that participant is providing continuous service on the vesting date. The performance-based condition of such RSUs was considered probable on the effective date of the IPO completed in September 2019. As a result, $7.9 million of compensation expense was recognized in connection with these performance-based awards upon completion of the IPO.

As of March 31, 2020 and December 31, 2019, the Company's total unrecognized compensation cost related to nonvested restricted stock unit awards granted to employees was $35.8 million and $21.2 million, respectively, which will be recognized over a weighted average vesting period of approximately 3.2 years and 3.0 years, respectively.

~~Stock Option Exchange Offer~~

On August 22, 2019, the Company completed a one-time voluntary stock option exchange offer that allowed eligible participants the opportunity to exchange certain stock options for RSUs, subject to a new vesting schedule (the "RSU Exchange Offer"), or for a cash payment (the "Cash Exchange Offer," and together with the RSU Exchange Offer, the "Exchange Offers").

As a result of the Exchange Offers, options to purchase 1,040,154 shares of the Company’s common stock were accepted for exchange and 455,218 replacement RSUs were issued. The replacement RSUs have a vesting commencement date of August 1, 2019 and vesting schedule of two to four years. The RSUs will first vest on August 1, 2020, with the remainder vesting on a quarterly basis thereafter. The RSUs were granted under, and subject to, the terms and conditions of the 2015 Plan. The incremental compensation cost from the exchange is $3.2 million, recognized over the vesting period of the replacement award. The amount of cash payments provided in the ~~Cash Exchange Offer was insignificant.~~Notes to the Consolidated Financial Statements included in the Annual Report.

Stock-based Compensation - Total stock-based compensation expense included in the Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) is as follows:


	Three Months Ended March 31,
(in thousands)	2021		2020
Technology and facilities	$	972	$	752
Sales and marketing	32		30
Personnel	4,084		3,369
Total stock-based compensation	$	5,088	$	4,151

Three Months Ended March 31,
(in thousands) 2020 2019
Technology and facilities $ 752
$ 329
Sales and marketing 30
20
Personnel 3,369
1,631
Total stock-based compensation $ 4,151
$ 1,980

As of March 31, 2021, and December 31, 2020, the Company’s total unrecognized compensation cost related to unvested stock-based option awards granted to employees was $11.3 million and $9.5 million, respectively, which will be recognized over a weighted-average vesting period of approximately 2.7 years and 2.6 years, respectively. As of March 31, 2021 and December 31, 2020, the Company's total unrecognized compensation cost related to unvested restricted stock unit awards granted to employees was $41.4 million and $37.2 million, respectively, which will be recognized over a weighted average vesting period of approximately 2.9 years and 2.9 years, respectively.

~~The Company accounts for forfeitures as they occur and does not estimate forfeitures as of the award grant date.~~

The Company capitalized compensation expense related to stock-based compensation of $0.3 million for the three months ended March 31, ~~2020~~2021, and ~~2019 of~~capitalized $0.1 million ~~and $0.1 million, respectively.~~for the three months ended March 31, 2020.

Cash flows from the tax benefits for tax deductions resulting from the exercise of stock options in excess of the compensation expense recorded for those options (excess tax benefits) are required to be classified as cash from financing activities. The total income tax ~~benefit~~expense (benefit) recognized in the

income statement for ~~share-based~~stock-based compensation arrangements for the three months ended March 31, 2021 was insignificant. The total income tax expense (benefit) recognized in the income statement for the stock-based compensation arrangements for the three months ended March 31, 2020 was $0.7 million. ~~The Company had no realized excess tax benefits from stock options for the three months ended March 31, 2019.~~



~~12.~~11.			Revenue

Interest Income - Total interest income included in the Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) is as follows:


	Three Months Ended March 31,
(in thousands)	2021		2020
Interest income
Interest on loans	$	125,682	$	148,522
Fees on loans	1,509		2,178
Total interest income	127,191		150,700

Three Months Ended March 31,
(in thousands) 2020 2019
Interest income
Interest on loans $ 148,522
$ 124,224
Fees on loans 2,178
2,522
Total interest income 150,700
126,746

We offer our customers a reloadable debit card marketed under the trade name “Ventiva” in six states in which we operate. Since March 2012, we are registered with the Financial Crimes Enforcement Network as a Money Services Business in relation to our reloadable debit card. Although we do not currently allow the Ventiva card to be reloaded with cash at our retail locations, in connection with our role as program manager for the issuer of our reloadable debit cards, we are required to be compliant with a variety of federal and state statutes and regulations which impact the manner in which we conduct our reloadable debit card business. These include, but are not limited to state money transmitter laws, the USA PATRIOT Act, the Office of Foreign Asset Control, the Bank Secrecy Act, Anti-Money Laundering laws, and Know-Your-Customer requirements, collectively referred to as AML Laws, indirect regulation and direct audit and examination by the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, and the Federal Deposit Insurance Corporation. Although we have committed resources to our AML Laws compliance program to ensure compliance with these various requirements, there could be heightened liability for us, our officers and our Board members if a regulatory agency were to deem our compliance program to be deficient or there were to be a break-down in compliance controls related to these regulations or heightened enforcement in this area.

Additionally, each state in which we offer a prepaid debit card has regulations governing money transmitters which could apply to the Ventiva card activities we conduct, or previously conducted, in that particular state. These regulations could require us to obtain a money transmitter license in a particular state. Although we believe that our activities in our states of operation do not require such licensing, the laws applicable to our debit card business or the interpretation thereof change frequently, are often unclear and may differ or conflict between jurisdictions. As a result, ensuring compliance has become more difficult and costly. Any failure, or perceived failure, by us to comply with all applicable statutes and regulations could result in fines, penalties, regulatory enforcement actions, civil liability, criminal liability, and/or limitations on our ability to operate our business.

The collection, ~~processing,~~ storage, use, disclosure, and ~~disclosure~~other processing of personal ~~data~~information could give rise to liabilities as a result of existing or new governmental regulation, conflicting legal requirements or differing views of personal privacy rights.*

We receive, transmit, store, and ~~store~~otherwise process a large volume of personally identifiable information and other sensitive data from customers and potential ~~customers.~~customers, and otherwise collect, store, use, disclose, and process other personal information, including that relating to employees. There are federal, state and foreign laws regarding privacy and the storing, sharing, use, disclosure and protection of personally identifiable information and sensitive data. Specifically, cybersecurity and data privacy issues, particularly with respect to personally identifiable information are increasingly subject to legislation and regulations to protect the privacy and security of personal information that is collected, ~~processed and transmitted.~~transmitted, stored or otherwise processed. For example, in June 2018, California enacted the California Consumer Privacy Act ~~or the CCPA,~~(the "CCPA"), which broadly defines personal information and took effect on January 1, 2020. The CCPA gives California residents expanded privacy rights and protections and provides for civil penalties for CCPA violations, in addition to providing for a private right of action for data breaches. In addition, a new ballot initiative, the California Privacy Rights Act (the "CPRA") was passed in November 2020. Effective starting on January 1, 2023, the CPRA imposes additional obligations on companies covered by the legislation and will significantly modify the CCPA, including by expanding consumers’ rights with respect to certain sensitive personal information. The CPRA also creates the California Privacy Protection Agency to enforce the laws. Some observers have noted the CCPA and CPRA could mark the beginning of a trend toward more stringent privacy legislation in the United States, which could also increase our potential liability and adversely affect our business. For example, the CCPA has encouraged “copycat” or other similar laws to be considered and proposed in other states across the country, such as in Virginia, New Hampshire, Illinois and Nebraska. On March 2, 2021, Virginia enacted the Virginia Consumer Data Protection Act (“CDPA”), a comprehensive privacy statute that becomes effective on January 1, 2023 and shares similarities with the CCPA, CPRA, and legislation proposed in other states. Whereas we have implemented measures designed to comply with applicable obligations under the CCPA ~~compliance with~~and other ~~current~~applicable laws and ~~future customer~~regulations relating to privacy, data protection and information security, several other states are working to pass comprehensive privacy laws and compliance with these and other current and future laws and regulations relating to privacy, data protection and information security could result in higher compliance, technical or operating ~~costs. Further,~~costs, require significant changes to our operations or prevent us from providing our products and services or certain features. Despite our efforts to comply with applicable laws, regulations, and other obligations relating to privacy, data protection and information security, it is possible that our interpretations of the law, practices or our products and services could be inconsistent with or fail or be alleged to fail to meet all requirements of, such laws, regulations or obligations. Our failure, or the failure by our third-party providers or others with whom we do business, to comply with applicable laws or regulations or any ~~violations~~other obligations relating to privacy, data protection or information security, or the perception that any of ~~these laws~~the foregoing has occurred, could damage our reputation and ~~regulations may~~market reputation, harm our ability to obtain market adoption, discourage new and existing customers and prospective customers from using our products and services, require us to change our business practices or operational structure ~~address legal~~or result in fines, investigations, or proceedings by governmental agencies and private claims and ~~sustain monetary penalties and/~~litigation, any of which could adversely affect our business, financial condition and results of operations. In addition, an increase in third-party arrangements, including, for example, with lead aggregators and retail referral partners, could lead to increased complexity around our compliance obligations with respect to these laws or ~~other harms to our business.~~regulations. We could also be adversely affected if new legislation or regulations are adopted or if existing legislation or regulations are modified such that we are required to alter our systems, products or services or require changes to our business practices or policies relating to privacy, ~~policies.~~data protection, or information security. Even if not subject to legal challenge, the perception of concerns relating to privacy, data protection and information security, whether or not valid, may harm our reputation and brand and adversely affect our business, financial condition, and results of operations. For example, on April 21, 2021, the United States Court of Appeals for the Eleventh Circuit issued an opinion in Hunstein v. Preferred Collection and Management Services, Inc., holding that a debt collector’s transmittal of the plaintiff’s personal information to the vendor used to generate and send collection letters violated the federal Fair Debt Collections Practices Act’s (the “FDCPA”) provision which generally prohibits a debt collector from communicating with anyone other than the debtor in connection with the collection of any debt without the debtor’s consent. Although we do not utilize third-party debt collectors and collect our own debts, and as a result are not directly subject to the requirements of the FDCPA, including those at issue in Hunstein, certain states in which we operate have state laws that either incorporate the FDCPA’s provisions and apply them to lenders collecting their own debts, or include similar provisions which apply to lenders collecting their own debts. None of the states in the Eleventh Circuit have such provisions in their laws. However, if other courts were to decide cases in a similar manner to Hunstein, we could determine that changes to our business practices, policies, and procedures are necessary, including the arrangements we have in place with certain of our third-party vendors that require us to share consumer information. These changes could adversely affect our ability to collect and as a result, our results of operations and financial condition could be negatively impacted.

We may have to constrain our business activities to avoid being deemed an investment company under the Investment Company Act.

The Investment Company Act of 1940, as amended ~~or the Investment~~(the "Investment Company ~~Act,~~Act") contains substantive legal requirements that regulate the manner in which “investment companies” are permitted to conduct their business activities. We believe we have conducted, and we intend to continue to conduct, our business in a manner that does not result in our company being characterized as an investment company, including by relying on certain exemptions from registration as an investment company. We rely on guidance published by the ~~SEC~~Securities and Exchange Commission's (the "SEC") staff or on our analyses of such guidance to determine our qualification under these and other exemptions. To the extent that the SEC staff publishes new or different guidance with respect to these matters, we may be required to adjust our business operations accordingly. Any additional guidance from the SEC staff could provide additional flexibility to us, or it could inhibit our ability to conduct our business operations. There can be no assurance that the laws and regulations governing our Investment Company Act status or SEC guidance regarding the Investment Company Act will not change in a manner that adversely affects our operations. If we are deemed to be an investment company, we may attempt to seek exemptive relief from the SEC, which could impose significant costs and delays on our business. We may not receive such relief on a timely basis, if at all, and such relief may require us to modify or curtail our operations. If we are deemed to be an investment company, we may also be required to institute burdensome compliance requirements and our activities may be restricted.

Our bank ~~sponsorship~~partnership products may lead to regulatory risk and may increase our regulatory burden.*

We ~~are~~ currently ~~in two~~have a bank ~~sponsorship programs, one with MetaBank for our prepaid debit card and one~~partnership program with WebBank for our credit card product. ~~In addition,~~On November 10, 2020, we ~~are undertaking an effort to evaluate different options, including~~announced that we had entered into a bank ~~sponsorship~~partnership program agreement with MetaBank, N.A. to offer ~~standard, uniform~~unsecured installment ~~loan products on a nationwide basis.~~ loans, currently anticipated to launch in mid-2021.

State and federal agencies have broad discretion in their interpretation of laws and their interpretation of requirements related to ~~such~~bank partnership programs and may elect to alter standards or the interpretation of the standards applicable to these programs. ~~Therefore,~~

There has been litigation that has been successful in challenging the contention that a bank acting as a loan’s lender was the true lender and asserting that the party providing the source of loan financing or marketing, purchasing and servicing the loan, was instead the true lender. In the event of any recharacterization of the applicable originator’s status as a true lender, any affected customer loans may not be enforceable, could be subject to offset and may further result in fines, penalties, damages, compliance costs or related operational burdens. Additionally, the OCC and FDIC recently issued "Valid when made" rules for which both regulators were sued by various states. The OCC also recently finalized a "true lender" rule but that rule is also expected to be challenged in court. The uncertainty of the federal and state regulatory environments around bank partnership programs means that our efforts to ~~enter into~~launch an installment loan product through a bank ~~sponsorship related to our installment loan product~~partner may not ultimately be ~~successful.~~successful, or it may be challenged by one or more states in which we launch such a program. Furthermore, federal regulation of the banking industry, along with tax and accounting laws, regulations, rules and standards may limit the business activity of banks and affiliates under these structures and control the method by which we can conduct business. Regulation by a federal banking regulator may also subject us to increased compliance, legal and operational costs, and could subject our business model to scrutiny or limit our ability to expand the scope of our activities in a manner that could have a material adverse effect on us.

We are pursuing a national bank charter which could subject us to significant new regulation.*

We recently applied to obtain a national bank charter through the establishment of a de novo bank to, among other things, allow us to offer additional products and services, provide us with new sources of lower cost funding and give our business regulatory clarity. If approved and formed, Oportun Bank may directly originate loans in all 50 states, although it would initially focus its origination activities in states where we previously originated loans under state licenses and in states where loans are not originated under any bank partnership agreements. Based upon the OCC’s typical timeframe of granting “preliminary conditional approval” for de novo bank applications within 120 days of receipt, we believe a response from the OCC on our application could be received at any time. If received, the OCC’s approval may be conditioned on requirements that we enhance our governance, compliance, controls and management infrastructure and capabilities in order to be compliant with all applicable regulations and operate to the satisfaction of the banking regulators. Additionally, such conditions may require substantial changes to our origination, servicing or collection practices, policies and procedures or other business practices or initiatives. If a preliminary conditional approval is received, we would have 12 months to capitalize Oportun Bank and 18 months to begin bank operations. During this time, we would continue ongoing discussions with the OCC concerning those conditions, and it is anticipated that we would apply to become a bank holding company. Preliminary conditional approval does not guarantee that Oportun Bank will receive final approval from the OCC or will commence operations within that time frame or at all.

If we were to obtain a national bank charter, we would be subject to supervision and regulation by the OCC under the National Bank Act, by the Federal Deposit Insurance Corporation (the “FDIC”) and by the Board of Governors of the Federal Reserve System (the “Federal Reserve”) under the Bank Holding Company Act which could be subject to certain restrictions and requirements, including capital requirements and shareholder requirements. In addition, if at any point Oportun Bank holds over $10 billion in assets, which is not expected initially, the CFPB would be its primary regulator for consumer compliance purposes. Due to their broad authority to regulate compliance, as well as safety and soundness, examinations by such federal regulators may involve more scrutiny or cover a broader range than those examinations conducted by our current regulators.

In addition, as a bank holding company, we would generally be prohibited from engaging, directly or indirectly, in any activities other than those permissible for bank holding companies. This restriction might limit our ability to pursue future business opportunities which we might otherwise consider but which might fall outside the scope of permissible activities.

If we are able to obtain a national bank charter, certain of our stockholders may need to comply with applicable federal banking statutes and regulations, including the Change in Bank Control Act and the Bank Holding Company Act. Specifically, stockholders holding 10.0% or more of our voting interests may be required to provide certain information and/or commitments on a confidential basis to, among other regulators, the Federal Reserve. This requirement may deter certain existing or potential stockholders from purchasing shares of our common stock, which may suppress demand for the stock and cause the price to decline.

Our efforts to comply with such additional regulation may require substantial time and monetary commitments. If any new regulations or interpretations of existing regulations to which we are subject impose requirements on us that are impractical or that we cannot satisfy, our financial performance may be adversely affected.

If we are unable to obtain or decide not to pursue a national bank charter, our ability to grow, improve our capital efficiency, or funding resilience, may be adversely affected. Without a national bank charter, we would be required to continue to maintain several state licenses and our business, including our ability to offer a broader range of products and services, may be adversely affected.

Anti-money laundering, anti-terrorism financing and economic sanctions laws could have adverse consequences for us.

We maintain a compliance program designed to enable us to comply with all applicable anti-money laundering and anti-terrorism financing laws and regulations, including the Bank Secrecy Act and the USA PATRIOT Act and U.S. economic sanctions laws administered by the Office of

Foreign Assets Control. This program includes policies, procedures, processes and other internal controls designed to identify, monitor, manage and mitigate the risk of money laundering and terrorist financing and engaging in transactions involving sanctioned countries persons and entities. These controls include procedures and processes to detect and report suspicious transactions, perform customer due diligence, respond to requests from law enforcement, and meet all recordkeeping and reporting requirements related to particular transactions involving currency or monetary instruments. No assurance is given that our programs and controls will be effective to ensure compliance with all applicable anti-money laundering and anti-terrorism financing laws and regulations, and our failure to comply with these laws and regulations could subject us to significant sanctions, fines, penalties and reputational harm.

We are subject to governmental export and import controls that could subject us to liability, impair our ability to compete in international markets and adversely affect our business.

Although our business does not involve the commercial sale or distribution of hardware, software or technology, in the normal course of our business activities we may from time to time ship general commercial equipment outside the United States to our subsidiaries or affiliates for their internal use. In addition, we may export, transfer or provide access to software and technology to non-U.S. persons such as employees and contractors, as well as third-party vendors and consultants engaged to support our business activities. In all cases, the sharing of software and/or technology is solely for the internal use of the company or for the use by business partners to provide services to us, including software development. However, such shipments and transfers may be subject to U.S. and foreign regulations governing the export and import of goods, software and technology. If we fail to comply with these laws and regulations, we and certain of our employees could be subject to significant sanctions, fines, penalties and reputational harm. Further, any change in applicable export, import or economic sanctions regulations or related legislation, shift in approach to the enforcement or scope of existing regulations or change in the countries, persons or technologies targeted by these regulations could adversely affect our business.

Risks Related to ~~our~~Our Indebtedness

We have incurred substantial debt and may issue debt securities or otherwise incur substantial debt in the future, which may adversely affect our financial condition and negatively impact our operations.

We have in the past incurred, and expect to continue to incur, substantial debt to fund our loan activities. We depend on securitization transactions, warehouse facilities, whole loan sales and other forms of debt financing in order to finance the growth of our business and the origination of most of the loans we make to our customers. The incurrence of debt could have a variety of negative effects, including:

•default and foreclosure on our and our subsidiaries’ assets if asset performance and our operating revenue are insufficient to repay debt obligations;

•mandatory repurchase obligations for any loans conveyed or sold into a debt financing or under a whole loan purchase facility if the representations and warranties we made with respect to those loans were not correct when made;

•acceleration of obligations to repay the indebtedness (or other outstanding indebtedness to the extent of cross default triggers), even if we make all principal and interest payments when due, if we breach any covenants that require the maintenance of certain financial ratios with respect to us or the loan portfolio securing our indebtedness or the maintenance of certain reserves or tangible net worth and do not obtain a waiver for such breach or renegotiate our covenant;

•our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

•our inability to obtain necessary additional financing if changes in the characteristics of our loans or our collection and other loan servicing activities change and cease to meet conditions precedent for continued or additional availability under our debt financings;

•diverting a substantial portion of cash flow to pay principal and interest on such debt, which would reduce the funds available for expenses, capital expenditures, acquisitions, and other general corporate purposes;

•creating limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

•defaults based on loan portfolio performance or default in our collection and loan servicing obligations could result in our being replaced by a third-party or back-up servicer and notification to our customers to redirect payments;

•downgrades or revisions of agency ratings for our debt financing; and

•monitoring, administration and reporting costs and expenses, including legal, accounting and other monitoring reporting costs and expenses, required under our debt financings.

In addition, our Secured Financing carries a floating rate of interest linked to LIBOR. In July 2017, the U.K. announced the discontinuation of LIBOR which could result in interest rate increases on our Secured Financing which could adversely affect our results of operations.

A breach of early payment triggers or covenants or other terms of our agreements with lenders could result in an early amortization, default, and/or acceleration of the related funding facilities.*

The primary funding sources available to support the maintenance and growth of our business include, among others, asset-backed securitization, revolving debt facilities (including the Secured Financing facility) and whole loan sale facilities. Our liquidity would be adversely affected by our inability to comply with various conditions precedent to availability under these facilities (including the eligibility of our loans), covenants and other specified requirements set forth in our agreements with our lenders which could result in the early amortization, default and/or acceleration of our existing facilities. Such covenants and requirements include financial covenants, portfolio performance covenants and other events. For example, our securitizations contain collateral performance threshold triggers related to the three–month average annualized gross charge–off or net charge–off rate which, if exceeded, would lead to early amortization. We expect the economic impact of the COVID–19 pandemic

to continue to cause our ~~charge–offs~~charge-offs to increase; depending upon how high charge–offs increase, the thresholds on our securitizations could be exceeded leading to an early amortization event. In addition, in response to the COVID-19 pandemic, we implemented certain credit tightening measures. Those measures, combined with lower customer demand, have led to lower originations. As such, to support our collateral requirements under our financing agreements, we have been using a random selection process to take loans off our warehouse line to pledge to our securitizations. An inability to originate enough loans to meet the collateral requirements in our financing arrangements, could result in the early amortization, default and/or acceleration of our existing facilities. Moreover, we currently act as servicer with respect to the unsecured consumer loans held by our subsidiaries. If we default in our servicing obligations or fail to meet certain financial covenants, an early amortization event or event of default could occur, and/or we could be replaced by our backup servicer or another replacement servicer. If we are replaced as servicer to these loans, there is no guarantee that the backup services will be adequate. Any disruptions in services may cause the inability to collect and process repayments. For more information on covenants, requirements and events, see Note 8 of the Notes to the Condensed Consolidated Financial Statements (Unaudited) included elsewhere in this report.

During an early amortization period or if an event of default exists, principal and interest collections from the loans in our asset-backed facilities would be applied to repay principal under such facilities and principal collections would no longer be available on a revolving basis to fund purchases of newly originated loans. If an event of default exists under our revolving debt or loan sale facilities, the applicable lenders’ or purchasers’ commitments to extend further credit or purchase additional loans under the related facility would terminate. If loan collections were insufficient to repay the amounts due under our securitizations and our revolving debt facility, the applicable lenders, trustees and noteholders could seek remedies, including against the collateral pledged under such facilities.

An early amortization event or event of default would negatively impact our liquidity, including our ability to originate new loans, and require us to rely on alternative funding sources. This may increase our funding costs or alternative funding sources might not be available when needed. If we were unable to arrange new or alternative methods of financing on favorable terms, we might have to curtail the origination of loans, and we may be replaced by our backup servicer or another replacement servicer.

Our securitizations and whole loan sales may expose us to certain risks, and we can provide no assurance that we will be able to access the securitization or whole loan sales market in the future, which may require us to seek more costly financing.*

We have securitized, and may in the future securitize, certain of our loans to generate cash to originate new loans or pay our outstanding indebtedness. In each such transaction and in connection with our warehouse facilities, we sell and convey a pool of loans to a special purpose entity ("SPE"). Concurrently, each SPE issues notes or certificates pursuant to the terms of an indenture. The securities issued by the SPE are secured by the pool of loans owned by the SPE. In exchange for the sale of a portion of the pool of loans to the SPE, we receive cash, which are the proceeds from the sale of the securities. We also contribute a portion of the pool of loans in consideration for the equity interests in the SPE. Subject to certain conditions in the indenture governing the notes issued by the SPE (or the agreement governing the SPE’s revolving loan), the SPE is permitted to purchase additional loans from us or distribute to us residual amounts received by it from the loan pool, which residual amounts are the cash amounts remaining after all amounts payable to service providers and the noteholders have been satisfied. We also have the ability to swap pools of loans with the SPE. Our equity interest in the SPE is a residual interest in that it entitles us as the equity owner of the SPE to residual cash flows, if any, from the loans and to any assets remaining in the SPE once the notes are satisfied and paid in full (or in the case of a revolving loan, paid in full and all commitments terminated). As a result of challenging credit and liquidity conditions, the value of the subordinated securities we retain in our securitizations might be reduced or, in some cases, eliminated.

During the financial crisis that began in 2008, the securitization market was constrained, and we can give no assurances that we will be able to complete additional securitizations in the future. Similar to 2008, there is no assurance that sources of capital will continue to be available in the future on terms favorable to us or at all, particularly in light of capital markets volatility stemming from the COVID-19 pandemic. The availability of debt financing and other sources of capital depends on many factors, some of which are outside of our control. The risk of volatility surrounding the global economic system, including due to other disruptions and uncertainty surrounding the COVID-19 pandemic, continue to create uncertainty around access to the capital markets. Further, other matters, such as (i) accounting standards applicable to securitization transactions and (ii) capital and leverage requirements applicable to banks and other regulated financial institutions holding asset-backed securities, could result in decreased investor demand for securities issued through our securitization transactions, or increased competition from other institutions that undertake securitization transactions. In addition, compliance with certain regulatory requirements may affect the type of securitizations that we are able to complete.

If it is not possible or economical for us to securitize our loans in the future, we would need to seek alternative financing to support our operations and to meet our existing debt obligations, which may not be available on commercially reasonable terms, or at all. If the cost of such alternative financing were to be higher than our securitizations, we would likely reduce the fair value of our Fair Value Loans, which would negatively impact our results of operations.

The gain on sale generated by our whole loan sales and servicing fees earned on sold loans also represents a significant source of our earnings. Demand for our loans at the current premiums may be impacted by factors outside our control, including availability of loan pools, demand by investors for whole loan assets and attractiveness of returns offered by competing investment alternatives offered by other loan originators with more attractive characteristics than our loan pools and loan purchaser interest. In addition, currently 100% of our whole loan sales are to one third-party institutional investor. If this institutional investor were unable or unwilling to continue to purchase loans during the term of our agreement, we may choose not to or may be unable to replace the agreement with a favorable alternate whole loan sale opportunity. In that event, our revenue and liquidity may be negatively impacted, which may adversely affect our financial condition.

Our results of operations are affected by our ability to sell our loans for a premium over their net book value. Potential loan purchasers might reduce the premiums they are willing to pay, or even require a discount to principal balance, for the loans that they purchase during periods of

economic slowdown or recession to compensate for any increased risks. A reduction in the sale price of the loans we sell under our whole loan sale program would likely result in a reduction in the fair value of our Fair Value Loans, which would negatively impact our results of operations. Any sustained decline in demand for our loans or increase in delinquencies, defaults or foreclosures may reduce the price we receive on future loan sales below our loan origination cost.

~~Risks Related~~In connection with our securitizations, Secured Financing facility, and whole loan sales, we make representations and warranties concerning these loans. If those representations and warranties are not correct, we could be required to ~~Ownership~~repurchase the loans. Any significant required repurchases could have an adverse effect on our ability to operate and fund our business.

In our asset-backed securitizations, our Secured Financing facility, and our whole loan sales, we make numerous representations and warranties concerning the characteristics of ~~Our Common Stock~~the loans we transfer and sell, including representations and warranties that the loans meet the eligibility requirements of those facilities and investors. If those representations and warranties are incorrect, we may be required to repurchase the loans. Failure to repurchase so-called ineligible loans when required would constitute an event of default under our securitizations, our Secured Financing facility and our whole loan sales and a termination event under the applicable agreement. We can provide no assurance, however, that we would have adequate cash or other qualifying assets available to make such repurchases.

General Risk Factors

You may be diluted by the future issuance of additional common stock in connection with our equity incentive plans, acquisitions or otherwise.

Our amended and restated certificate of incorporation authorizes us to issue shares of common stock authorized but unissued and rights relating to common stock for the consideration and on the terms and conditions established by our Board in its sole discretion, whether in connection with acquisitions or otherwise. We have ~~reserved 8,677,294~~authorized 9,241,443 shares for issuance under our 2019 Equity Incentive Plan and ~~996,217~~1,273,009 shares for issuance under our 2019 Employee Stock Purchase Plan, subject to adjustment in certain events. Any common stock that we issue, including under our 2019 Equity Incentive Plan, our 2019 Employee Stock Purchase Plan or other equity incentive plans that we may adopt in the future, could dilute your percentage ownership.

The price of our common stock may be volatile, and you could lose all or part of your investment.*

The trading price of our common stock has been and may continue to be volatile and will depend on a number of factors, including those described in this “Risk Factors” section, many of which are beyond our control and may not be related to our operating performance. These fluctuations could cause you to lose all or part of your investment in our common stock, because you might be unable to sell your shares at or above the price you paid. Factors that could cause fluctuations in the trading price of our common stock include the following:

•failure to meet quarterly or annual guidance with regard to revenue, margins, earnings or other key financial or operational metrics;

•fluctuations in the trading volume of our share or the size of our public float;

•price and volume fluctuations in the overall stock market from time to time;

•changes in operating performance and stock market valuations of similar companies;

•failure of financial analysts to maintain coverage of us, changes in financial estimates by any analysts who follow our company, or our failure to meet these estimates or the expectations of investors;

•public reaction to our press releases, other public announcements, and filings with the SEC;

•any major change in our management;

•sales of shares of our common stock by us or our stockholders;

•rumors and market speculation involving us or other companies in our industry;

•actual or anticipated changes in our results of operations or fluctuations in our results of operations;

•actual or perceived data security breaches or incidents impacting us or our third-party service providers;

•changes in prevailing interest rates;

•quarterly fluctuations in demand for our loans;

•actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally;

•litigation, government investigations and regulatory actions;

•developments or disputes concerning our intellectual property or other proprietary rights;

•new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

•changes in accounting standards, policies, guidelines, interpretations, or principles;

•widespread public health crises such as the COVID-19 pandemic; and

•other general market, political and economic conditions, including any such conditions and local conditions in the markets in which our customers, employees, and contractors are located.

If financial or industry analysts do not publish research or reports about our business, or if they issue an adverse or misleading opinion regarding our stock, our stock price and trading volume could decline.

The trading market for our common stock is influenced by the research and reports that industry or financial analysts publish about us or our business. We do not control these analysts or the content and opinions included in their reports. Because we are a new public company, the analysts who

publish information about our common stock have had relatively little experience with our company, which could affect their ability to accurately forecast our results and make it more likely that we fail to meet their estimates. If any of the analysts who cover us issue an adverse or misleading opinion regarding our stock price, our stock price would likely decline. If one or more of these analysts cease coverage of our company or

fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

Our directors, officers, and principal stockholders have substantial control over our company, which could limit your ability to influence the outcome of key transactions, including a change of control.

Our directors, executive officers, and each of our 5% stockholders and their affiliates, in the aggregate, beneficially own a significant number of the outstanding shares of our common stock. As a result, these stockholders, if acting together, will be able to influence or control matters requiring approval by our stockholders, including the election of directors and the approval of mergers, acquisitions or other extraordinary transactions. They may also have interests that differ from yours, and they may vote in a way with which you disagree or which may be adverse to your interests. This concentration of ownership may have the effect of delaying, preventing or deterring a change of control of our company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and might ultimately affect the market price of our common stock.

We may need to raise additional funds in the future, including through equity, debt, or convertible debt financings, to support business growth and those funds may not be available on acceptable terms, or at all.

We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new loan products, enhance our risk management model, improve our operating infrastructure, expand to new retail locations or acquire complementary businesses and technologies. Accordingly, we may need to engage in equity, debt or convertible debt financings to secure additional funds. If we raise additional funds by issuing equity securities or securities convertible into equity securities, our stockholders may experience dilution. Debt financing, if available, may involve covenants restricting our operations or our ability to incur additional debt. Any debt or additional equity financing that we raise may contain terms that are not favorable to us or our stockholders.

If we are unable to obtain adequate financing or on terms satisfactory to us when we require it, we may be unable to pursue certain opportunities and our ability to continue to support our growth and to respond to challenges could be impaired.

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified Board members.

As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended or( the ~~Exchange Act,~~"Exchange Act"), the Sarbanes-Oxley Act, the Dodd-Frank Act, the listing standards of the Nasdaq Stock Market, and other applicable securities rules and regulations, including changes in corporate governance practices and the establishment and maintenance of effective disclosure and financial controls. Compliance with these rules and regulations increases our legal and financial compliance costs, makes some activities more difficult, time-consuming or costly and increases demand on our systems and resources. We cannot predict or estimate the amount of additional costs we may incur as a result of being a public company or the timing of such costs.

Being a public company also makes it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage, incur substantially higher costs to obtain coverage or only obtain coverage with a significant deductible. These factors could also make it more difficult for us to attract and retain qualified executive officers and qualified members of our Board, particularly to serve on our audit and risk committee and compensation and leadership committee.

In addition, changing laws, regulations and standards or interpretations thereof relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us.

Certain of our market opportunity estimates, growth forecasts, and key metrics could prove to be inaccurate, and any real or perceived inaccuracies may harm our reputation and negatively affect our business.

Market opportunity estimates and growth forecasts, including those we have generated ourselves, are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The estimates and forecasts relating to the size and expected growth of our target market may prove to be inaccurate. It is impossible to offer every loan product, term or feature that every customer wants, and our competitors may develop and offer loan products, terms or features that we do not offer. The variables that go into the calculation of our market opportunity are subject to change over time, and there is no guarantee that any particular number or percentage of the individuals covered by our market opportunity estimates will generate any particular level of revenues for us. Even if the markets in which we compete meet our size estimates and growth forecasts, our business could fail to grow at similar rates, if at all, for a variety of reasons outside of our control, including competition in our industry. Furthermore, in order for us to successfully address this broader market opportunity, we will need to successfully expand into new geographic regions where we do not currently operate. Our key metrics may differ from estimates published by third parties or from similarly titled metrics of our competitors due to differences in methodology. If investors or analysts do not perceive our metrics to be accurate representations of our business, or if we discover material inaccuracies in our metrics, our reputation, business, results of operations, and financial condition would be adversely affected.

Certain provisions in our charter documents and under Delaware law could limit attempts by our stockholders to replace or remove our Board, delay or prevent an acquisition of our company, and limit the market price of our common stock.

Provisions in our amended and restated certificate of incorporation, and amended and restated bylaws may have the effect of delaying or preventing a change of control or changes in our Board. These provisions include the following:

•a classified Board with three-year staggered terms, which may delay the ability of stockholders to change the membership of a majority of our Board;

•our Board has the right to elect directors to fill a vacancy created by the expansion of the Board or the resignation, death or removal of a director, which prevents stockholders from being able to fill Board vacancies;

•our stockholders may not act by written consent or call special stockholders’ meetings;

•our amended and restated certificate of incorporation prohibits cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

•stockholders must provide advance notice and additional disclosures in order to nominate individuals for election to the Board or to propose matters that can be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of our company; and

•our Board may issue, without stockholder approval, shares of undesignated preferred stock, which may make it possible for our Board to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire us.

As a Delaware corporation, we are also subject to certain Delaware anti-takeover provisions. Under Delaware law, a corporation may not engage in a business combination with any holder of 15% or more of its capital stock unless the holder has held the stock for three years or, among other things, the Board has approved the transaction. Such provisions could allow our Board to prevent or delay an acquisition of our company.

Certain of our executive officers may be entitled, pursuant to the terms of their employment arrangements, to accelerated vesting of their stock options following a change of control of our company under certain conditions. In addition to the arrangements currently in place with some of our executive officers, we may enter into similar arrangements in the future with other officers. Such arrangements could delay or discourage a potential acquisition.

Any provision of our amended and restated certificate of incorporation or amended and restated bylaws or Delaware law that has the effect of delaying or deterring a potential acquisition could limit the opportunity for our stockholders to receive a premium for their shares of our common stock in connection with such acquisition, and could also affect the price that some investors are willing to pay for our common stock.

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware or the U.S. federal district courts will be the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.*

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the sole and exclusive forum ~~for:~~for the following types of actions or proceedings under Delaware statutory or common law: (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (3) any action asserting a claim against us or any of our directors, officers or other employees arising pursuant to any provisions of the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws, (4) any action to interpret, apply, enforce or determine the validity of our amended and restated certificate of incorporation or our amended and restated bylaws, or (5) any action asserting a claim against us or any of our directors, officers or other employees that is governed by the internal affairs doctrine. This provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act or the rules and regulations thereunder. ~~However, this provision applies to Securities Act claims and~~Furthermore, Section 22 of the Securities Act of 1933, as amended (“Securities Act”), creates concurrent jurisdiction for federal and state courts over all ~~suits brought to enforce a duty or liability created by the~~such Securities Act ~~or the rules~~actions. Accordingly, both state and ~~regulations thereunder. Accordingly, there is uncertainty as~~federal courts have jurisdiction to ~~whether a court would enforce~~entertain such ~~a provision, and our stockholders will not be deemed~~claims. To prevent having to ~~have waived our compliance with the federal securities laws~~litigate claims in multiple jurisdictions and the ~~rules and regulations thereunder.~~

~~Our~~threat of inconsistent or contrary rulings by different courts, among other considerations, our amended and restated certificate of incorporation further provides that ~~the~~ U.S. federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities ~~Act, subject~~Act. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to ~~and contingent upon~~bring a ~~final adjudication~~claim in a venue other than those designated in the ~~State of Delaware~~exclusive forum provisions. In such instance, we would expect to vigorously assert the validity and enforceability of the ~~enforceability of such~~ exclusive forum ~~provision.~~provisions of our amended and restated certificate of incorporation. This may require significant additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business and financial condition, and there can be no assurance that the provisions will be enforced by a court in those other jurisdictions.

These exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers and other employees. If a court were to find either ~~exclusive forum~~exclusive-forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with resolving ~~such action~~the dispute in other jurisdictions, all of which could ~~adversely affect~~seriously harm our ~~business and financial condition.~~business.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sale of Equity Securities

None.

Use of Proceeds

None.

On September 30, 2019, we completed our initial public offering, or the IPO. The offer and sale of all of the shares in the IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-232685), which was declared effective by the SEC on September 25, 2019. There has been no material change in the use of proceeds from our IPO as described in our final prospectus filed with the SEC pursuant to Rule 424(b) of the Securities Act and other periodic reports previously filed with the SEC.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibit Index

Incorporated by Reference

Exhibit

Description

Form

File No.

Exhibit

Filing Date

Filed Herewith

10.1.1¥

Receivables Retention Facility Agreement, dated February 5, 2021, by and between Oportun, Inc. and WebBank

10-K

001-39050

10.16.1

2/23/2021

10.1.2¥

Amended and Restated Credit Card Program and Servicing Agreement, dated February 5, 2021, by and between Oportun, Inc. and WebBank

10-K

001-39050

10.16.2

2/23/2021

10.2¥

Amendment No. 5 to Amended and Restated Purchase and Sale Agreement by and between Oportun, Inc. and ECL Funding LLC, dated as of March 5, 2021.

10.3.1

Base Indenture by and between Oportun Funding XIV, LLC and Wilmington Trust, National Association, dated as of March 8, 2021.

10.3.2

Series 2021-A Supplement to Base Indenture by and between Oportun Funding XIV, LLC and Wilmington Trust, National Association, dated as of March 8, 2021.

31.1

Rule 13a-14(a)/15d-14(a) Certifications of the Chief Executive Officer and Director of Oportun Financial Corporation

31.2

Rule 13a-14(a)/15d-14(a) Certifications of the Chief Financial Officer and Chief Administrative Officer of Oportun Financial Corporation

32.1*

Section 1350 Certifications

101

Interactive data files pursuant to Rule 405 of Regulation S-T:

(i) Condensed Consolidated Balance Sheets,

(ii) Condensed Consolidated Statements of Operations and Comprehensive Income,

(iii) Condensed Consolidated Statements of Changes in Stockholders' Equity,

(iv) Condensed Consolidated Statements of Cash Flows, and

(v) Notes to the Condensed Consolidated Financial Statements

104

Cover Page Interactive Data File in Inline XBRL format (Included in Exhibit 101).

Incorporated by Reference
Exhibit Description Form File No. Exhibit Filing Date Filed Herewith
3.1
Amended and Restated Certificate of Incorporation
8-K 001-39050 3.1 September 30, 2019
3.2
Amended and Restated Bylaws
8-K 001-39050 3.2 September 30, 2019
10.1¥
Amendment No. 4 to Amended and Restated Purchase and Sale Agreement by and between Oportun, Inc. and ECL Funding LLC, dated as of January 31, 2020
10-K 001-39050 10.2 February 28, 2020
31.1
Rule 13a-14(a)/15d-14(a) Certifications of the Chief Executive Officer and Director of Oportun Financial Corporation
x
31.2
Rule 13a-14(a)/15d-14(a) Certifications of the Chief Financial Officer and Chief Administrative Officer of Oportun Financial Corporation
x
32.1*
Section 1350 Certifications
x
101 Interactive data files pursuant to Rule 405 of Regulation S-T:
(i) Condensed Consolidated Balance Sheets,
(ii) Condensed Consolidated Statements of Operations and Comprehensive Income,
(iii) Condensed Consolidated Statements of Changes in Stockholders' Equity,
(iv) Condensed Consolidated Statements of Cash Flows, and
(v) Notes to the Condensed Consolidated Financial Statements
104 Cover Page Interactive Data File in Inline XBRL format (Included in Exhibit 101).

¥ Portions of this exhibit have been omitted from the exhibit because they are both not material and would be competitively harmful if publicly disclosed.

* The certifications attached as Exhibit 32.1 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.

Signature

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the date set forth below.


					OPORTUN FINANCIAL CORPORATION
					(Registrant)

Date:			May 7, 2021	By:	~~OPORTUN FINANCIAL CORPORATION~~
			~~(Registrant)~~

~~Date:~~	~~May 15, 2020~~	~~By:~~	/s/ Jonathan Coblentz
					Jonathan Coblentz
					Chief Financial Officer and Chief Administrative Officer
					(Principal Financial and Accounting Officer and duly authorized signatory of the Registrant)

7771


Delaware			45-3361983
State or Other Jurisdiction of Incorporation or Organization			I.R.S. Employer Identification No.

~~Delaware~~		~~45-3361983~~
~~State or Other Jurisdiction of~~ ~~Incorporation or Organization~~	~~I.R.S. Employer Identification No.~~

2 Circle Star Way
San Carlos,	CA		94070
Address of Principal Executive Offices			Zip Code



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	OPRT	Nasdaq Global Select Market



Large accelerated filer	☐	Smaller reporting company	☒
Accelerated filer	☐☒	Emerging growth company	☐
Non-accelerated filer	☒☐



Term or Abbreviation		Definition
30+ Day Delinquency Rate⁽¹⁾		Unpaid principal balance for our owned loans and credit card receivables that are 30 or more calendar days contractually past due as of the end of the period divided by Owned Principal Balance as of such date
~~Access Loan Program~~	~~A program intended to make credit available to select borrowers who do not qualify for credit under Oportun's core loan origination program~~
Active Customers⁽¹⁾	Number of customers with an outstanding loan or an active credit card serviced by us at the end of a period. Active Customers ~~includes~~include customers whose loans are owned by us or loans and ~~loans~~accounts that ~~have been sold~~were originated under an Oportun affiliated program and that we ~~continue to~~ service. Customers with charged-off accounts are excluded from Active Customers
Adjusted EBITDA		Adjusted EBITDA is a non-GAAP financial measure calculated as net income (loss), adjusted for the impact of our election of the fair value option and further adjusted to eliminate the effect of the following items: income tax expense (benefit), stock-based compensation expense, depreciation and amortization, ~~litigation reserve,~~certain non-recurring charges, origination fees for Fair Value Loans, net and fair value mark-to-market ~~adjustment~~adjustments
Adjusted Earnings Per Share ("EPS")		Adjusted EPS is a non-GAAP financial measure calculated by dividing Adjusted Net Income by adjusted weighted-average diluted common shares ~~outstanding. Weighted-average diluted common shares~~ outstanding ~~have been adjusted to reflect the conversion of all preferred shares as of the beginning of each annual period~~
Adjusted Net Income		Adjusted Net Income is a non-GAAP financial measure calculated by adjusting our net income (loss), for the impact of our election of the fair value option, and further adjusted to exclude income tax expense (benefit), stock-based compensation expense, and ~~litigation reserve, net of tax~~certain non-recurring charges
Adjusted Operating Efficiency		Adjusted Operating Efficiency is a non-GAAP financial measure calculated by dividing adjusted total operating expenses (excluding stock-based compensation expense and ~~litigation reserve)~~certain non-recurring charges) by ~~Fair Value Pro Forma Total Revenue~~total revenue
Adjusted Return on Equity ("ROE")		Adjusted Return on Equity is a non-GAAP financial measure calculated by dividing annualized Adjusted Net Income by ~~Average Fair Value Pro Forma~~average total stockholders’ equity
~~Adjusted Tangible Book Value~~		~~Fair Value Pro Forma total stockholders' equity, excluding intangible assets and system development costs~~
~~Adjusted Tangible Book Value Per Share~~		Adjusted Tangible Book Value divided by common shares outstanding at period end. Common shares outstanding at period end have been adjusted to reflect the conversion of all preferred shares as of the beginning of each annual period.
Aggregate Originations⁽¹⁾		Aggregate amount disbursed to borrowers and credit granted on credit cards during a specific period. Aggregate Originations ~~excludes~~exclude any fees in connection with the origination of a loan
Annualized Net Charge-Off Rate⁽¹⁾		Annualized loan and credit card principal losses (net of recoveries) divided by the Average Daily Principal Balance of owned loans and credit card receivables for the period
AOCI		Accumulated other comprehensive income (loss)
APR		Annual Percentage Rate
Asset-Backed Notes at Fair Value (or "Fair Value Notes")		All asset-backed notes issued by Oportun on or after January 1, 2018
Average Daily Debt Balance		Average of outstanding debt principal balance at the end of each calendar day during the period
~~Asset-Backed Notes at Fair Value (or "Fair Value Notes")~~	~~All asset-backed notes issued by Oportun on or after January 1, 2018~~
Average Daily Principal Balance⁽¹⁾	Average of outstanding principal balance of owned loans and credit card receivables at the end of each calendar day during the period
Board		Oportun’s Board of Directors
~~Book Value~~		~~Total assets less total liabilities, or equal to total stockholders' equity~~
~~Book Value Per Share~~		~~Book Value divided by common shares outstanding at period end~~
Cost of Debt		Annualized interest expense divided by Average Daily Debt Balance
Customer Acquisition Cost (or "CAC")⁽¹⁾		Sales and marketing expenses, which include the costs associated with various paid marketing channels, including direct mail, digital marketing and brand marketing and the costs associated with our telesales and retail operations divided by number of loans originated and new credit cards activated to new and returning customers during a period
Emergency Hardship Deferral		Any receivable that currently has ~~had~~ one or more payments deferred and added at the end of the loan payment schedule in connection with a local or wide-spread emergency declared by local, state or federal government ~~such as a natural disaster, government shutdown or pandemic~~
Fair Value Loans (or "Loans Receivable at Fair Value")		All loans receivable held for investment that were originated on or after January 1, ~~2018~~2018. Upon the adoption of ASU 2019-05 as of January 1, 2020 all loans receivable held for investment are reported in this line item for all prospective reporting periods
Fair Value Pro Forma		In order to facilitate comparisons to periods prior to January 1, 2018, certain metrics included in this ~~presentation~~document have been shown on a pro forma basis, or the Fair Value Pro Forma, as if we had elected the fair value option since our inception for all loans originated and held for investment and all asset-backed notes issued
~~Fair Value Pro Forma Total Revenue~~		Fair Value Pro Forma Total Revenue is calculated as the sum of Fair Value Pro Forma interest income and non-interest income. Fair Value Pro Forma interest income includes interest on loans and fees; origination fees are recognized upon disbursement. Non-interest income includes gain on sales, servicing fees and other income. The Company adopted ASU 2019-05 as of January 1, 2020 and as a result Fair Value Pro Forma Total Revenue and GAAP Total Revenue are equal for all prospective reporting periods.
Fair Value Notes (or "Asset-Backed Notes at Fair Value")		All asset-backed notes issued by Oportun on or after January 1, 2018
FICO® score or FICO®		A credit score created by Fair Isaac Corporation
~~GAAP~~
GAAP		Generally Accepted Accounting Principles
~~Initial~~
Leverage		Average Daily Debt Balance divided by Average Daily Principal Balance

Loans Receivable at Fair Value ~~Loans~~(or "Fair Value Loans")		All loans receivable held for investment that were originated on or after January 1, ~~2018~~



~~Term or Abbreviation~~	~~Definition~~
~~Leverage~~	~~Average Daily Debt Balance divided by Average Daily Principal Balance~~
~~Loans Receivable at Amortized Cost~~	~~Loans held for investment that were originated prior to January 1,~~ 2018. Upon the adoption of ASU 2019-05 as of January 1, 2020 all loans receivable held for investment are reported in this line item ~~has been eliminated~~ for all prospective reporting ~~periods.~~periods
~~Loans Receivable at Fair Value (or "Fair Value Loans")~~		~~All Initial Fair Value Loans, together with the Subsequent Fair Value Loans~~
Managed Principal Balance at End of Period⁽¹⁾		Total amount of outstanding principal balance for all loans and credit card receivables, including loans and receivables sold, which we continue to service, at the end of the period
Net Revenue			Net Revenue is calculated by subtracting interest expense ~~and provision (release) for loan losses~~ from total revenue and adding the net increase (decrease) in fair ~~value.~~value
Operating Efficiency			Total operating expenses divided by total revenue
Owned Principal Balance at End of Period⁽¹⁾			Total amount of outstanding principal balance for all loans and credit card receivables, excluding loans and receivables sold, at the end of the period


☒	~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~


☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~



TABLE OF CONTENTS
GLOSSARY

PART I ‑ FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	5
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations and Comprehensive Income	6
	Condensed Consolidated Statements of Changes in Stockholders' Equity	7
	Condensed Consolidated Statements of Cash Flow	8
	Notes to the Condensed Consolidated Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2420
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5040
Item 4.	Controls and Procedures	5040

PART II ‑ OTHER INFORMATION
Item 1.	Legal Proceedings	5141
Item 1A.	Risk Factors	5141
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7469
Item 3.	Defaults Upon Senior Securities	7569
Item 4.	Mine Safety Disclosures	7569
Item 5.	Other Information	7569
Item 6.	Exhibit Index	7670

Signature		7771


Term or Abbreviation		Definition
Portfolio Yield		Annualized interest income as a percentage of Average Daily Principal Balance
Principal Balance		Original principal balance reduced by principal payments received and principal charge-offs to date for our personal loans. Purchases and cash advances, reduced by returns and principal payments received and principal charge-offs to date for our credit cards
Return on Equity		Annualized net income divided by average stockholders' equity for a period
~~Subsequent Fair Value Loans~~		~~All loans receivable held for investment, previously measured at amortized cost for which the Company elected the fair value option upon adoption of ASU 2019-05, effective January 1, 2020~~
~~TDR Finance Receivables~~		Troubled debt restructured finance receivables. This is only applicable to Loans Receivable at Amortized Cost. Debt restructuring in which a concession is granted to the borrower as a result of economic or legal reasons related to the borrower’s financial difficulties. ~~Upon the adoption of ASU 2019-05 as of January 1, 2020 this line item has been eliminated for all prospective reporting periods.~~
Secured Financing		Asset-backed revolving debt facility
VIEs		Variable interest entities
Weighted Average Interest Rate		Annualized interest expense as a percentage of average debt
~~Yield~~	~~Annualized interest income as a percentage of Average Daily Principal Balance~~


	March 31,			December 31,				March 31,		December 31,
	2020			2019				2021		2020
Assets							Assets
Cash and cash equivalents	$	144,836		$	72,179		Cash and cash equivalents	$	140,416	$	136,187
Restricted cash	61,258			63,962			Restricted cash	42,765		32,403
Loans receivable at fair value	1,760,481			1,882,088			Loans receivable at fair value	1,670,251		1,696,526
Loans receivable at amortized cost	—			42,546
Less:
Unamortized deferred origination costs and fees, net	—			(103		)
Allowance for loan losses	—			(3,972		)
Loans receivable at amortized cost, net	—			38,471
Loans held for sale	141			715

Interest and fees receivable, net	18,254			17,185			Interest and fees receivable, net	13,322		15,426
Right of use assets - operating	50,973			50,503			Right of use assets - operating	40,323		46,820
Deferred tax assets	1,261			1,563

Other assets	80,116			75,208			Other assets	84,984		81,689
Total assets	$	2,117,320		$	2,201,874		Total assets	$	1,992,061	$	2,009,051

Liabilities and stockholders' equity							Liabilities and stockholders' equity
Liabilities							Liabilities
Secured financing	$	279,064		$	60,910		Secured financing	$	64,806	$	246,385
Asset-backed notes at fair value	999,113			1,129,202			Asset-backed notes at fair value	1,340,782		1,167,309
Asset-backed notes at amortized cost	199,602			359,111

Amount due to whole loan buyer	33,259			33,354			Amount due to whole loan buyer	8,588		6,781
Lease liabilities	53,825			53,357			Lease liabilities	47,025		49,684
Deferred tax liabilities	24,666			24,868

Other liabilities	44,250			52,306			Other liabilities	58,867		72,525
Total liabilities	1,633,779			1,713,108			Total liabilities	1,520,068		1,542,684
Stockholders' equity							Stockholders' equity
Preferred stock, $0.0001 par value - 100,000,000 shares authorized at March 31, 2020 and December 31, 2019; 0 shares issued and outstanding at March 31, 2020 and December 31, 2019	—			—
Preferred stock, additional paid-in capital	—			—
Common stock, $0.0001 par value - 1,000,000,000 shares authorized at March 31, 2020 and December 31, 2019; 27,403,279 shares issued and 27,143,797 shares outstanding at March 31, 2020; 27,262,639 shares issued and 27,003,157 shares outstanding at December 31, 2019	6			6

Common stock, $0.0001 par value - 1,000,000,000 shares authorized at March 31, 2021 and December 31, 2020; 28,246,606 shares issued and 27,974,583 shares outstanding at March 31, 2021; 27,951,286 shares issued and 27,679,263 shares outstanding at December 31, 2020							Common stock, $0.0001 par value - 1,000,000,000 shares authorized at March 31, 2021 and December 31, 2020; 28,246,606 shares issued and 27,974,583 shares outstanding at March 31, 2021; 27,951,286 shares issued and 27,679,263 shares outstanding at December 31, 2020	6		6
Common stock, additional paid-in capital	421,657			418,299			Common stock, additional paid-in capital	439,100		436,499
Common stock warrants	63			63

Accumulated other comprehensive loss	(279		)	(162		)	Accumulated other comprehensive loss	(255)		(261)
Retained earnings	68,213			76,679			Retained earnings	39,451		36,432
Treasury stock at cost, 259,482 shares at March 31, 2020 and December 31, 2019	(6,119		)	(6,119		)
Treasury stock at cost, 272,023 and 272,023 shares at March 31, 2021 and December 31, 2020							Treasury stock at cost, 272,023 and 272,023 shares at March 31, 2021 and December 31, 2020	(6,309)		(6,309)
Total stockholders’ equity	483,541			488,766			Total stockholders’ equity	471,993		466,367
Total liabilities and stockholders' equity	$	2,117,320		$	2,201,874		Total liabilities and stockholders' equity	$	1,992,061	$	2,009,051



For the Three Months Ended March 31, 2020
	Convertible Preferred Stock					Common Stock Warrants			Common Stock
	Shares	Par Value		Additional Paid-in Capital		Shares	Par Value		Shares	Par Value		Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Treasury Stock			Total Stockholders' Equity
Balance – January 1, 2020	—	$	—	$	—	23,512	$	63	27,003,157	$	6	$	418,299		$	(162	)	$	76,679		$	(6,119	)	$	488,766
Issuance of common stock upon exercise of stock options	—	—		—		—	—		3,161	—		20			—			—			—			20
Stock-based compensation expense	—	—		—		—	—		—	—		4,151			—			—			—			4,151
Vesting of restricted stock units, net	—	—		—		—	—		137,479	—		(813		)	—			—			—			(813		)
Cumulative effect of adoption of ASU 2019-05	—	—		—		—	—		—	—		—			—			4,835			—			4,835
Change in post-termination benefit obligation	—	—		—		—	—		—	—		—			(117		)	—			—			(117		)
Net loss	—	—		—		—	—		—	—		—			—			(13,301		)	—			(13,301		)
Balance – March 31, 2020	—	$	—	$	—	23,512	$	63	27,143,797	$	6	$	421,657		$	(279	)	$	68,213		$	(6,119	)	$	483,541



For the Three Months Ended March 31, 2019
	Convertible Preferred Stock					Convertible Preferred and Common Stock Warrants			Common Stock
	Shares	Par Value		Additional Paid-in Capital		Shares	Par Value		Shares	Par Value		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Treasury Stock			Total Stockholders' Equity
Balance – January 1, 2019	14,043,977	$	16	$	257,887	24,959	$	130	2,935,249	$	3	$	44,411	$	(132	)	$	52,662		$	(8,428	)	$	346,549
Issuance of common stock upon exercise of stock options	—	—		—		—	—		7,317	—		142		—			—			—			142
Stock-based compensation expense	—	—		—		—	—		—	—		1,980		—			—			—			1,980
Cumulative effect of adoption of ASC 842	—	—		—		—	—		—	—		—		—			(125		)	—			(125		)
Change in post-termination benefit obligation	—	—		—		—	—		—	—		—		(3		)	—			—			(3		)
Net income	—	—		—		—	—		—	—		—		—			14,614			—			14,614
Balance – March 31, 2019	14,043,977	$	16	$	257,887	24,959	$	130	2,942,566	$	3	$	46,533	$	(135	)	$	67,151		$	(8,428	)	$	363,157


	Three Months Ended March 31,							Three Months Ended March 31,
(in thousands, except share and per share data)	2020			2019			(in thousands, except share and per share data)	2021		2020
Net income (loss)	$	(13,301	)	$	14,614		Net income (loss)	$	3,019	$	(13,301)
Less: Net income allocated to participating securities ⁽¹⁾	—			(12,926		)

Net (loss) income attributable to common stockholders	$	(13,301	)	$	1,688		Net (loss) income attributable to common stockholders	$	3,019	$	(13,301)

Basic weighted-average common shares outstanding	27,015,730			2,938,006			Basic weighted-average common shares outstanding	27,770,063		27,015,730
Weighted average effect of dilutive securities:							Weighted average effect of dilutive securities:
Stock options	—			317,433			Stock options	1,274,818		0
Restricted stock units	—			46,512			Restricted stock units	575,153		0
Warrants	—			12,436			Warrants	0		0
Diluted weighted-average common shares outstanding	27,015,730			3,314,387			Diluted weighted-average common shares outstanding	29,620,034		27,015,730

Earnings (loss) per share:							Earnings (loss) per share:
Basic	$	(0.49	)	$	0.57		Basic	$	0.11	$	(0.49)
Diluted	$	(0.49	)	$	0.51		Diluted	$	0.10	$	(0.49)


•	~~Delinquency Status~~ ‑ The delinquency status of the Company’s loan receivables reflects, among other factors, changes in the mix of loans in the portfolio, the quality of receivables, the success of collection efforts and general economic conditions.



	March 31,		December 31,
Credit Quality Indicator (in thousands)	2020		2019
Delinquency Status
30-59 days past due	$	—	$	2,304
60-89 days past due	—		1,615
90-119 days past due	—		1,459
	$	—	$	5,378



2.			Summary of Significant Accounting Policies



6.	~~Loans Held for Sale~~



8.7.			Borrowings


	March 31, 2021
Variable Interest Entity	Initial note amount issued (1)		Initial collateral balance (2)		Current balance (1)		Current collateral balance(2)		Weighted average interest rate(3)		Original revolving period
(in thousands)
Asset-backed notes recorded at fair value:
Oportun Funding XIV, LLC (Series 2021-A)	$	375,000	$	383,632	$	375,386	$	392,508	1.79	%	2 years
Oportun Funding XIII, LLC (Series 2019-A)	279,412		294,118		286,138		299,601		3.46	%	3 years
Oportun Funding XII, LLC (Series 2018-D)	175,002		184,213		177,044		187,964		4.50	%	3 years
Oportun Funding X, LLC (Series 2018-C)	275,000		289,474		277,096		295,238		4.39	%	3 years
Oportun Funding IX, LLC (Series 2018-B)	225,001		236,854		225,118		241,483		4.18	%	3 years
Total asset-backed notes recorded at fair value	$	1,329,415	$	1,388,291	$	1,340,782	$	1,416,794



	March 31, 2020
Variable Interest Entity	Initial note amount issued ⁽¹⁾		Initial collateral balance ⁽²⁾		Current balance ⁽¹⁾		Current collateral balance⁽²⁾		Weighted average interest rate⁽³⁾		Original revolving period
(in thousands)
Asset-backed notes recorded at fair value:
Oportun Funding XIII, LLC (Series 2019-A)	$	279,412	$	294,118	$	216,255	$	299,008	3.22	%	3 years
Oportun Funding XII, LLC (Series 2018-D)	175,002		184,213		156,504		187,188		4.50	%	3 years
Oportun Funding X, LLC (Series 2018-C)	275,000		289,474		245,320		294,090		4.39	%	3 years
Oportun Funding IX, LLC (Series 2018-B)	225,001		236,854		195,355		240,866		4.09	%	3 years
Oportun Funding VIII, LLC (Series 2018-A)	200,004		222,229		185,679		226,052		3.83	%	3 years
Total asset-backed notes recorded at fair value	$	1,154,419	$	1,226,888	$	999,113	$	1,247,204
Asset-backed notes recorded at amortized cost:
Oportun Funding VII, LLC (Series 2017-B)	$	200,000	$	222,231	$	199,602	$	225,867	3.51	%	3 years
Total asset-backed notes recorded at amortized cost	$	200,000	$	222,231	$	199,602	$	225,867


	December 31, 2019												December 31, 2020
Variable Interest Entity	Initial note amount issued ⁽¹⁾		Initial collateral balance ⁽²⁾		Current balance ⁽¹⁾		Current collateral balance⁽²⁾		Weighted average interest rate⁽³⁾		Original revolving period	Variable Interest Entity	Initial note amount issued (1)		Initial collateral balance (2)		Current balance (1)		Current collateral balance(2)		Weighted average interest rate(3)		Original revolving period
(in thousands)												(in thousands)
Asset-backed notes recorded at fair value:												Asset-backed notes recorded at fair value:
Oportun Funding XIII, LLC (Series 2019-A)	$	279,412	$	294,118	$	251,090	$	299,813	3.22	%	3 years	Oportun Funding XIII, LLC (Series 2019-A)	$	279,412	$	294,118	$	283,299	$	299,237	3.46	%	3 years
Oportun Funding XII, LLC (Series 2018-D)	175,002		184,213		178,980		187,447		4.50	%	3 years	Oportun Funding XII, LLC (Series 2018-D)	175,002		184,213		178,182		187,570		4.50	%	3 years
Oportun Funding X, LLC (Series 2018-C)	275,000		289,474		280,852		294,380		4.39	%	3 years	Oportun Funding X, LLC (Series 2018-C)	275,000		289,474		279,171		294,710		4.39	%	3 years
Oportun Funding IX, LLC (Series 2018-B)	225,001		236,854		216,306		241,000		4.09	%	3 years	Oportun Funding IX, LLC (Series 2018-B)	225,001		236,854		226,653		241,237		4.18	%	3 years
Oportun Funding VIII, LLC (Series 2018-A)	200,004		222,229		201,974		225,945		3.83	%	3 years	Oportun Funding VIII, LLC (Series 2018-A)	200,004		222,229		200,004		226,242		3.83	%	3 years
Total asset-backed notes recorded at fair value	$	1,154,419	$	1,226,888	$	1,129,202	$	1,248,585				Total asset-backed notes recorded at fair value	$	1,154,419	$	1,226,888	$	1,167,309	$	1,248,996
Asset-backed notes recorded at amortized cost:
Oportun Funding VII, LLC (Series 2017-B)	$	200,000	$	222,231	$	199,413	$	225,925	3.51	%	3 years
Oportun Funding VI, LLC (Series 2017-A)	160,001		188,241		159,698		191,223		3.36	%	3 years
Total asset-backed notes recorded at amortized cost	$	360,001	$	410,472	$	359,111	$	417,148


	March 31, 2021
	Carrying value		Estimated fair value		Estimated fair value
(in thousands)					Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	140,416	$	140,416	$	140,416	$	0	$	0
Restricted cash	42,765		42,765		42,765		0		0

Loans held for sale (Note 5)	684		684		0		0		684
Liabilities
Accounts payable	2,354		2,354		2,354		0		0
Secured Financing (Note 7)	65,214		65,300		0		65,300		0


•	~~Loans receivable ‑~~ The fair value of loans receivable recorded at amortized cost were estimated by discounting the future expected cash flows using a required rate of return that management estimates would be used by a market participant.


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


(in thousands)	Operating Leases
Lease expense
2021 (remaining nine months)	$	11,662
2022	13,106
2023	11,050
2024	9,232
2025	7,175
2026	1,396
Thereafter	298
Total lease payments	53,919
Imputed interest	(4,755)
Total leases	$	49,164

Sublease income
2021 (remaining nine months)	$	(1,304)
2022	(896)




2023 and thereafter	0
Total lease payments	(2,200)
Imputed interest	61
Total sublease income	$	(2,139)

Net lease liabilities	$	47,025
Weighted average remaining lease term	4.2 years
Weighted average discount rate	4.40		%


Topic
Forward-Looking Statements			20
Overview			21

~~Topic~~
~~Forward-Looking Statements~~	24
~~Overview~~	25
~~COVID-19 Update~~	26
Key Financial and Operating Metrics		3223
Historical Credit Performance			3325
Results of Operations			3526
Fair Value Estimate Methodology for Loans Receivable at Fair Value			4031
Non-GAAP Financial Measures			4332
Liquidity and Capital Resources			4736
Off-Balance Sheet Arrangements			4939
Critical Accounting Policies and Significant Judgments and Estimates			4939
Recently Issued Accounting Pronouncements			4939



	April 30, 2020
(in thousands of dollars)	As Recorded		FV Adjustments			FV Pro Forma
Assets
Cash and cash equivalents and restricted cash	$	184,635	$	—		$	184,635
Loans receivable at fair value	1,680,719		—			1,680,719
Other assets	153,968		—			153,968
Total Assets	2,019,322		—			2,019,322

Liabilities and stockholders' equity
Liabilities
Secured financing	211,106		—			211,106
Asset-backed notes at fair value and amortized cost	1,178,344		(7,834		)	1,170,510
Other liabilities	141,086		2,631			143,717
Total Liabilities	1,530,536		(5,203		)	1,525,333
Total stockholders' equity	488,786		5,203			493,989
Total liabilities and stockholders' equity	$	2,019,322	$	—		$	2,019,322



	For the Month Ended April 30, 2020
(in thousands of dollars)	As Recorded			FV Adjustments			FV Pro Forma
Revenue
Total Revenue	$	48,621		$	—		$	48,621
Less:
Interest Expense	4,622			(63		)	4,559
Decrease in fair value	(7,270		)	(2,819		)	(10,089		)
Net revenue	36,729			(2,756		)	33,973
Total operating expenses	31,561			—			31,561
Income before taxes	5,168			(2,756		)	2,412
Income tax expense	1,543			(823		)	720
Net income	$	3,625		$	(1,933	)	$	1,692



(in thousands of dollars, except CAC)	As of and For the Month Ended April 30, 2020
Aggregate Originations ⁽¹⁾	$	41,849
Number of Loans Originated ⁽¹⁾	11,555
Active Customers ⁽¹⁾	743,232
Customer Acquisition Cost ⁽¹⁾	$	574
Owned Principal Balance at End of Period ⁽¹⁾	$	1,764,946
Managed Principal Balance at End of Period ⁽¹⁾	$	2,097,726
Average Daily Principal Balance ⁽¹⁾	$	1,803,890
Charge-offs, Net of Recoveries ⁽¹⁾	$	13,830
30+ Day Delinquent Principal Balance at End of Period ⁽¹⁾	$	70,379
30+ Day Delinquency Rate ⁽¹⁾	4.0		%
Annualized Net Charge-Off Rate ⁽¹⁾	9.4		%
Operating Efficiency	64.9		%
Adjusted Operating Efficiency	61.6		%
Return on Equity	9.1		%
Adjusted Return on Equity	7.0		%



(in thousands of dollars)	For the Month Ended April 30, 2020
Components of Fair Value Mark-to-Market Adjustment - Fair Value Pro Forma
Fair value mark-to-market adjustment on Fair Value Loans	$	(13,909	)
Fair value mark-to-market adjustment on asset-backed notes	17,614
Total fair value mark-to-market adjustment - Fair Value Pro Forma	$	3,705

Adjusted EBITDA
Net income	$	3,625
Adjustments:
Fair Value Pro Forma net income adjustment	(1,933		)
Income tax expense	720
Depreciation and amortization	1,610
Stock-based compensation expense	1,592
Litigation reserve	—
Origination fees for Fair Value Loans, net	1,540
Fair value mark-to-market adjustment	(3,705		)
Adjusted EBITDA	$	3,449



Adjusted Net Income (in thousands of dollars)	For the Month Ended April 30, 2020
Net income (loss)	$	3,625
Adjustments:
Fair Value Pro Forma net income adjustment	(1,933		)
Income tax expense	720
Stock-based compensation expense	1,592
Litigation reserve	—
Adjusted income before taxes	4,004
Normalized income tax expense	1,196
Adjusted Net Income	$	2,808
Income tax rate ⁽¹⁾	29.9		%



Adjusted TBVPS (in thousands, except share and per share data)	April 30, 2020
Stockholders' equity	$	488,786
Adjustments:
Fair Value Pro Forma stockholders' equity adjustment	5,203
Intangible assets, net ⁽¹⁾	(22,803		)
Adjusted Tangible Book Value	$	471,186

Total common shares outstanding	27,171,802

Book Value Per Share	$	17.99
Adjusted Tangible Book Value Per Share	$	17.34



	As of or for the Three Months Ended March 31,
(in thousands of dollars, except CAC)	2020			2019
Aggregate Originations⁽¹⁾	$	432,759		$	415,829
Number of Loans Originated⁽¹⁾	143,150			150,822
Active Customers⁽¹⁾	777,194			699,650
Customer Acquisition Cost⁽¹⁾	$	170		$	141
Owned Principal Balance at End of Period⁽¹⁾	$	1,831,011		$	1,522,966
Managed Principal Balance at End of Period⁽¹⁾	$	2,180,400		$	1,811,850
Average Daily Principal Balance⁽¹⁾	$	1,862,130		$	1,526,782
Charge-offs, Net of Recoveries⁽¹⁾	$	41,431		$	31,272
30+ Day Delinquent Principal Balance at End of Period⁽¹⁾	$	69,908		$	55,766
30+ Day Delinquency Rate⁽¹⁾	3.8		%	3.6		%
Annualized Net Charge-Off Rate⁽¹⁾	8.9		%	8.3		%
Operating Efficiency	60.3		%	56.9		%
Adjusted Operating Efficiency	57.8		%	55.8		%
Return on Equity	(11.0		)%	16.5		%
Adjusted Return on Equity	(1.0		)%	10.6		%


	As of or for the Three Months Ended March 31,
(in thousands of dollars, except CAC)	2021			2020
Key Financial and Operating Metrics
Aggregate Originations	$	335,239		$	432,759
Active Customers	643,967			777,194
Customer Acquisition Cost	$	208		$	170
Managed Principal Balance at End of Period	$	1,832,556		$	2,180,400


30+ Day Delinquency Rate	3.0		%	3.8		%
Annualized Net Charge-Off Rate	8.6		%	8.9		%
Operating Efficiency	78.5		%	60.3		%
Adjusted Operating Efficiency	69.0		%	57.8		%
Return on Equity	2.6		%	(11.0)		%
Adjusted Return on Equity	10.6		%	(1.0)		%


Other Useful Metrics
Number of Loans Originated	114,670			143,150
Average Daily Principal Balance	$	1,624,753		$	1,862,130
Owned Principal Balance at End of Period	$	1,591,789		$	1,831,011



	Year of Origination
	2007		2008		2009		2010		2011		2012		2013		2014		2015		2016		2017		2018		2019
Net lifetime loan losses as of March 31, 2020 as a percentage of original principal balance	7.7	%	8.9	%	5.5	%	6.4	%	6.2	%	5.6	%	5.6	%	6.1	%	7.1	%	8.0	%*	8.2	%*	6.8	%*	0.0	%*
Outstanding principal balance as of March 31, 2020 as a percentage of original amount disbursed	—	%	—	%	—	%	—	%	—	%	—	%	—	%	—	%	—	%	0.1	%	3.6	%	35.0	%	87.9	%
Dollar weighted average original term for vintage in months	9.3		9.9		10.2		11.7		12.3		14.5		16.4		19.1		22.3		24.2		26.3		29.0		30.0


	Three Months Ended March 31,						Period-to-period Change
(in thousands of dollars)	2021			2020			$		%
Revenue
Interest income	$	127,191		$	150,700		$	(23,509)	(15.6)	%
Non-interest income	8,122			12,728			(4,606)		(36.2)	%
Total revenue	$	135,313		$	163,428		$	(28,115)	(17.2)	%
Percentage of total revenue:
Interest income	94.0		%	92.2		%
Non-interest income	6.0		%	7.8		%
Total revenue	100.0		%	100.0		%



	Three Months Ended
	Mar 31, 2020		Dec 31, 2019		Sep 30, 2019		Jun 30, 2019		Mar 31, 2019
Weighted average portfolio yield over the remaining life of the loans	30.74	%	31.45	%	32.08	%	32.43	%	32.59	%
Less: Servicing fee	(5.00	)%	(5.00	)%	(5.00	)%	(5.00	)%	(5.00	)%
Net portfolio yield	25.74	%	26.45	%	27.08	%	27.43	%	27.59	%
Multiplied by: Weighted average life in years	0.903		0.814		0.781		0.792		0.804
Pre-loss cash flow	23.25	%	21.53	%	21.13	%	21.67	%	22.07	%
Less: Remaining cumulative charge-offs	(14.56	)%	(9.61	)%	(9.87	)%	(10.05	)%	(10.00	)%
Net cash flow	8.69	%	11.92	%	11.26	%	11.62	%	12.07	%
Less: Discount rate multiplied by average life	(11.54	)%	(6.33	)%	(6.19	)%	(6.62	)%	(7.09	)%
Gross fair value premium (discount) as a percentage of loan principal balance	(2.85	)%	5.59	%	5.07	%	5.00	%	4.98	%
Less: Accrued interest and fees as a percentage of loan principal balance	(1.11	)%	(1.05	)%	(0.97	)%	(0.93	)%	(0.97	)%
Fair value premium (discount) as a percentage of loan principal balance	(3.96	)%	4.54	%	4.10	%	4.07	%	4.01	%
Discount Rate	12.78	%	7.77	%	7.93	%	8.38	%	8.86	%


	Three Months Ended
	Mar 31, 2021		Dec 31, 2020		Sep 30, 2020		Jun 30, 2020		Mar 31, 2020
Weighted average portfolio yield over the remaining life of the loans	30.25	%	30.17	%	30.50	%	30.78	%	30.74	%
Less: Servicing fee	(5.00)	%	(5.00)	%	(5.00)	%	(5.00)	%	(5.00)	%
Net portfolio yield	25.25	%	25.17	%	25.50	%	25.78	%	25.74	%
Multiplied by: Weighted average life in years	0.778		0.796		0.775		0.797		0.903
Pre-loss cash flow	19.64	%	20.03	%	19.75	%	20.54	%	23.25	%
Less: Remaining cumulative charge-offs	(8.60)	%	(10.03)	%	(10.61)	%	(12.73)	%	(14.56)	%
Net cash flow	11.04	%	10.00	%	9.14	%	7.81	%	8.69	%
Less: Discount rate multiplied by average life	(5.17)	%	(5.45)	%	(6.07)	%	(7.04)	%	(11.54)	%
Gross fair value premium (discount) as a percentage of loan principal balance	5.87	%	4.55	%	3.07	%	0.77	%	(2.85)	%
Less: Accrued interest and fees as a percentage of loan principal balance	(0.92)	%	(1.06)	%	(1.15)	%	(1.35)	%	(1.11)	%
Fair value premium (discount) as a percentage of loan principal balance	4.95	%	3.49	%	1.92	%	(0.58)	%	(3.96)	%
Discount Rate	6.65	%	6.85	%	7.84	%	8.84	%	12.78	%