Oportun Financial Corp 8-K

What Happened

• Oportun Financial Corporation filed an 8‑K on January 21, 2026 announcing preliminary, unaudited financial and operating results for the fourth quarter and full year ended December 31, 2025. The company noted these are estimates pending completion of year‑end close and the audit, and final audited results in the Form 10‑K may differ.
• The company also announced a planned CEO leadership transition: Raul Vazquez will step down as CEO and from the board by the earlier of the new CEO’s start date or April 3, 2026, will assist during the transition and serve as an advisor into early July 2026. The Board has begun a CEO search and engaged an executive search firm.

Key Details

• Preliminary results are unaudited and subject to change; audited FY2025 financial statements are not yet available.
• Transition Agreement effective January 21, 2026: if Vazquez remains employed through April 3, 2026 he will keep base salary, benefits, continued vesting and remain eligible for the 2025 bonus.
• Cash and benefits in the transition: $1,102,500 in severance (18 months of base pay) paid over 18 months; a prorated lump sum payment based on $918,750 × (days employed in 2026/365); COBRA premiums covered up to 18 months.
• Equity and advisory terms: 100% of outstanding time‑based RSUs will immediately vest and settle; certain 2025 performance RSUs (PSUs) tied to Economic ROA may remain partially eligible (two‑thirds of Economic ROA Eligible Units), other PSUs will be forfeited; advisory fee during the post‑employment advisory period is $61,250 per month.
• The press release announcing preliminary results is filed as Exhibit 99.1; the Transition Agreement is filed as Exhibit 10.1.

Why It Matters

• Investors should treat the announced FY2025 numbers as provisional—final audited results could change reported revenue, earnings, or other metrics. Watch for the company’s Form 10‑K and audited financials for the definitive results.
• Leadership change is material for governance and strategy; the transition terms include immediate equity vesting and cash payments that could affect near‑term compensation expense. The timing and choice of the new CEO will be important for investor confidence and execution of the company’s plans.