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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2026

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

For the transition period from ___________ to ___________

Commission File Number 001-39050

OPORTUN FINANCIAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)


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

1825 South Grant Street, Suite 850
San Mateo,	CA	94402
Address of Principal Executive Offices		Zip Code

(650) 810-8823

Registrant’s Telephone Number, Including Area Code

Securities registered pursuant to Section 12(b) of the Act:


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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of registrant’s common stock outstanding as of May 4, 2026 was 45,738,543.


TABLE OF CONTENTS

PART I ‑ FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Changes in Stockholders' Equity	5
	Condensed Consolidated Statements of Cash Flow	6
	Notes to the Condensed Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	40

PART II ‑ OTHER INFORMATION
Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	67
Item 3.	Defaults Upon Senior Securities	67
Item 4.	Mine Safety Disclosures	67
Item 5.	Other Information	67

	GLOSSARY	68

Item 6.	Exhibits	70

Signature		71

PART I ‑ FINANCIAL INFORMATION

Item 1. Financial Statements

OPORTUN FINANCIAL CORPORATION

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands, except share and per share data)


	March 31,		December 31,
	2026		2025
Assets
Cash and cash equivalents	$	130,384	$	105,525
Restricted cash	79,470		93,409
Loans receivable at fair value	2,771,836		2,874,092








Capitalized software and other intangibles, net	69,412		71,698

Right of use assets - operating	10,486		9,441

Other assets	105,950		103,691
Total assets	$	3,167,538	$	3,257,856

Liabilities and stockholders' equity
Liabilities
Secured financing	$	212,465	$	199,384
Asset-backed notes at fair value	194,339		263,799
Asset-backed borrowings at amortized cost	2,154,405		2,192,649
Corporate financing	145,053		143,663

Lease liabilities	11,389		11,468

Other liabilities	53,604		56,811
Total liabilities	2,771,255		2,867,774
Stockholders' equity


Common stock, $0.0001 par value - 1,000,000,000 shares authorized at March 31, 2026 and December 31, 2025; 45,874,814 shares issued and 45,602,791 shares outstanding at March 31, 2026; 44,709,065 shares issued and 44,437,042 shares outstanding at December 31, 2025	8		8
Common stock, additional paid-in capital	627,524		623,668


Accumulated deficit	(224,940)		(227,285)
Treasury stock at cost, 272,023 shares at March 31, 2026 and December 31, 2025	(6,309)		(6,309)
Total stockholders’ equity	396,283		390,082
Total liabilities and stockholders' equity	$	3,167,538	$	3,257,856

See Notes to the Condensed Consolidated Financial Statements (Unaudited).

OPORTUN FINANCIAL CORPORATION

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands, except share and per share data)


	Three Months Ended March 31,
	2026		2025
Revenue
Interest income	$	215,665	$	220,221
Non-interest income	13,099		15,683
Total revenue	228,764		235,904
Less:
Interest expense	47,979		57,403

Net decrease in fair value	(85,894)		(72,672)
Net revenue	94,891		105,829

Operating expenses:
Technology and facilities	34,140		36,437
Sales and marketing	15,949		19,882
Personnel	25,528		20,965
Outsourcing and professional fees	8,704		8,012
General, administrative and other	7,009		7,374

Total operating expenses	91,330		92,670

Income before taxes	3,561		13,159
Income tax expense	1,216		3,392
Net income	$	2,345	$	9,767

Net income attributable to common stockholders	$	2,345	$	9,767

Share data:
Earnings per share:
Basic	$	0.05	$	0.21
Diluted	$	0.05	$	0.21
Weighted average common shares outstanding:
Basic	47,436,155		45,496,705
Diluted	48,498,763		47,037,799

See Notes to the Condensed Consolidated Financial Statements (Unaudited).

OPORTUN FINANCIAL CORPORATION

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited)

(in thousands, except share data)


For the Three Months Ended March 31, 2026
	Warrants	Common Stock
			Shares	Additional Paid-in Capital		Shares	Par Value		Additional Paid-in Capital		Accumulated Deficit		Treasury Stock		Total Stockholders' Equity
Balance – January 1, 2026			2,682,788	$	11,150	44,437,042	$	8	$	612,518	$	(227,285)	$	(6,309)	$	390,082




Stock-based compensation expense			—	—		—	—		4,321		—		—		4,321



Vesting of restricted stock units, net of shares withheld			—	—		1,165,749	—		(465)		—		—		(465)




Net income			—	—		—	—		—		2,345		—		2,345
Balance – March 31, 2026			2,682,788	$	11,150	45,602,791	$	8	$	616,374	$	(224,940)	$	(6,309)	$	396,283

See Notes to the Condensed Consolidated Financial Statements (Unaudited).

OPORTUN FINANCIAL CORPORATION

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited)

(in thousands, except share data)


For the Three Months Ended March 31, 2025
	Warrants	Common Stock
		Shares	Additional Paid-in Capital		Shares	Par Value		Additional Paid-in Capital		Accumulated Deficit		Treasury Stock		Total Stockholders' Equity
Balance – January 1, 2025		9,046,459	$	33,825	36,111,856	$	7	$	578,817	$	(252,531)	$	(6,309)	$	353,809




Stock-based compensation expense		—	—		—	—		3,034		—		—		3,034



Vesting of restricted stock units, net of shares withheld		—	—		1,389,309	—		(511)		—		—		(511)





Net income		—	—		—	—		—		9,767		—		9,767
Balance – March 31, 2025		9,046,459	$	33,825	37,501,165	$	7	$	581,340	$	(242,764)	$	(6,309)	$	366,099

See Notes to the Condensed Consolidated Financial Statements (Unaudited).

OPORTUN FINANCIAL CORPORATION

Condensed Consolidated Statements of Cash Flow (Unaudited)

(in thousands)


	Three Months Ended March 31,
	2026		2025
Cash flows from operating activities
Net income	$	2,345	$	9,767
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	9,000		11,068

Fair value adjustment, net	85,894		72,672
Origination fees for loans receivable at fair value, net	(258)		(11,836)
Gain on loan sales	(1,394)		(1,500)
Stock-based compensation expense	4,143		2,831


Other, net	7,482		9,990
Originations of loans sold and held for sale	(25,819)		(32,352)
Proceeds from sale of loans	27,213		35,392
Changes in operating assets and liabilities	(4,877)		4,945




Net cash provided by operating activities	103,729		100,977
Cash flows from investing activities
Originations and purchases of loans held for investment	(318,127)		(381,907)

Repayments of loan principal	332,772		332,208
Capitalization of system development costs	(6,510)		(5,578)


Other, net	(153)		(243)

Net cash provided by (used in) investing activities	7,982		(55,520)
Cash flows from financing activities
Borrowings under secured financing	76,700		325,441

Repayments of secured financing	(64,113)		(415,707)

Repayments of asset-backed notes at fair value	(70,890)		(224,715)
Borrowings under asset-backed borrowings at amortized cost	482,239		419,929
Repayments of asset-backed borrowings at amortized cost	(524,228)		(127,287)


Repayments of corporate financing	—		(6,259)
Payments of deferred financing costs	(34)		—

Net payments related to stock-based activities	(465)		(511)
Net cash used in financing activities	(100,791)		(29,109)
Net increase in cash and cash equivalents and restricted cash	10,920		16,348
Cash and cash equivalents and restricted cash, beginning of period	198,934		214,625
Cash and cash equivalents and restricted cash, end of period	$	209,854	$	230,973

Supplemental disclosure of cash flow information
Cash and cash equivalents	$	130,384	$	78,542
Restricted cash	79,470		152,431
Total cash and cash equivalents and restricted cash	$	209,854	$	230,973

Cash paid for income taxes, net of refunds	$	512	$	317
Cash paid for interest	$	44,954	$	50,447
Cash paid for amounts included in the measurement of operating lease liabilities	$	2,337	$	2,818
Supplemental disclosures of non-cash investing and financing activities
Right of use assets obtained in exchange for operating lease obligations	$	2,056	$	537



Non-cash investments in capitalized assets	$	143	$	197
Non-cash financing activities	$	10,003	$	17,097

See Notes to the Condensed Consolidated Financial Statements (Unaudited).

OPORTUN FINANCIAL CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

March 31, 2026


1.			Organization and Description of Business

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


2.			Summary of Significant Accounting Policies

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

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

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

Recently Adopted Accounting Standards

There have been no accounting standards adopted during the three months ended March 31, 2026.

Accounting Standards to be Adopted

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

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

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

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

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


3.			Earnings per Share

Basic and diluted earnings per share are calculated as follows:


	Three Months Ended March 31,
(in thousands, except share and per share data)	2026		2025
Net income	$	2,345	$	9,767


Net income attributable to common stockholders	$	2,345	$	9,767

Basic weighted-average common shares outstanding (1)	47,436,155		45,496,705
Weighted average effect of dilutive securities:

Restricted stock units	1,062,608		1,541,094

Diluted weighted-average common shares outstanding	48,498,763		47,037,799

Earnings per share:
Basic	$	0.05	$	0.21
Diluted	$	0.05	$	0.21

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

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


	Three Months Ended March 31,
	2026	2025
Stock options	1,431,509	1,836,305
Restricted stock units	786,251	1,255,802


Total anti-dilutive common share equivalents	2,217,760	3,092,107


4.			Variable Interest Entities

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

Consolidated VIEs

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

Each consolidated VIE issues a series of asset-backed securities that are supported by the cash flows arising from the loans receivable securing such debt. Cash inflows arising from such loans receivable are distributed monthly to the transaction’s lenders and related service providers in

accordance with the transaction’s contractual priority of payments. The creditors of the VIEs above have no recourse to the general credit of the Company as the primary beneficiary of the VIEs and the liabilities of the VIEs can only be settled by the respective VIE’s assets. The Company retains the most subordinated economic interest in each financing transaction through its ownership of the respective residual interest in each VIE. The Company has no obligation to repurchase loans receivable that initially satisfied the financing transaction’s eligibility criteria but subsequently became delinquent or a defaulted loans receivable.

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


	March 31,		December 31,
(in thousands)	2026		2025
Consolidated VIE assets
Restricted cash	$	72,409	$	85,767
Loans Receivable at Fair Value	2,583,339		2,621,339


Total VIE assets	2,655,748		2,707,106
Consolidated VIE liabilities
Secured financing (1)	217,420		204,833
Asset-backed notes at fair value	194,339		263,799
Asset-backed borrowings at amortized cost	1,962,180		1,947,937

Total VIE liabilities	$	2,373,939	$	2,416,569

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


5.			Loans Held for Sale and Loans Sold

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

Whole Loan Sale Program ‑ The Company enters into whole loan sale agreements with third parties in which the Company agrees to sell newly originated unsecured personal loans and secured personal loans. The originations of loans sold and held for sale during the three months ended March 31, 2026 was $25.8 million and the Company recorded a gain on sale of $1.4 million and servicing revenue of $1.7 million. The originations of loans sold and held for sale during the three months ended March 31, 2025 was $32.4 million and the Company recorded a gain on sale of $1.5 million and servicing revenue of $1.7 million.


6.			Capitalized Software and Other Intangibles

Capitalized software, net consists of the following:


	March 31,		December 31,
(in thousands)	2026		2025
Capitalized software, net:
System development costs	$	203,577	$	197,130
Acquired developed technology	48,500		48,500
Accumulated amortization	(196,451)		(188,933)
Total capitalized software, net	$	55,626	$	56,697

Capitalized software, net

Amortization of system development costs and acquired developed technology for the three months ended March 31, 2026 and 2025 was $7.5 million and $9.3 million, respectively. System development costs capitalized in the three months ended March 31, 2026 and 2025 were $6.7 million and $5.8 million, respectively.

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

Intangible Assets

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


	March 31,		December 31,
(in thousands)	2026		2025
Intangible assets:
Member relationships	$	34,500	$	34,500
Trademarks	5,626		5,626
Other	3,000		3,000
Accumulated amortization	(29,340)		(28,125)
Total intangible assets, net	$	13,786	$	15,001

Amortization of intangible assets was $1.2 million for each of the three months ended March 31, 2026 and 2025.

Expected future amortization expense for intangible assets as of March 31, 2026 is as follows:


(in thousands)	Fiscal Years
2026 (remaining nine months)	$	3,714
2027	4,929
2028	4,780
2029	—
2030	—
2031	—
Thereafter	—
Total (1)	$	13,423

(1) Excludes indefinite lived intangible assets.


7.			Other Assets

Other assets consist of the following:


	March 31,		December 31,
(in thousands)	2026		2025
Fixed assets
Total fixed assets	$	41,472	$	41,355
Accumulated depreciation	(39,522)		(39,282)
Total fixed assets, net	$	1,950	$	2,073

Other Assets


Prepaid expenses	$	11,693	$	11,647
Deferred tax assets, net	67,489		68,111
Current tax assets	2,986		3,391
Receivable from banking partner	5,908		4,686
Derivative asset	—		(1,249)
Other	15,924		15,032
Total other assets	$	105,950	$	103,691

Fixed Assets

Depreciation and amortization expense related to fixed assets for the three months ended March 31, 2026 and 2025 was $0.3 million and $0.6 million, respectively.


8.			Borrowings

Secured Financing

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


					March 31, 2026		December 31, 2025
Variable Interest Entity	Facility Amount		Maturity Date	Interest Rate	Balance		Balance
(in thousands)

Oportun PLW Trust	$	367,741	September 1, 2028	Term SOFR + 2.84%	$	66,110	$	73,078
Oportun PLW II Trust	337,100		August 1, 2028	Term SOFR + 2.76%	69,080		68,916
Oportun PLW III Trust	187,500		April 1, 2028	Term SOFR + 3.18%	30,395		35,051
Oportun PLW IV Trust	246,750		October 1, 2029	Term SOFR + 2.56%	46,880		22,339
Total secured financing	$	1,139,091			$	212,465	$	199,384

Asset-backed Notes at Fair Value

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


	March 31, 2026
Variable Interest Entity(3)	Initial amount issued (1)		Initial collateral balance(2)		Current balance (1)		Current collateral balance (2)		Weighted average interest rate		Original revolving period
(in thousands)
Asset-backed notes recorded at fair value:



Oportun Issuance Trust (Series 2021-C)	500,000		512,762		125,944		142,030		2.48	%	3 years
Oportun Issuance Trust (Series 2021-B)	500,000		512,759		68,395		83,053		2.05	%	3 years


Total asset-backed notes recorded at fair value	$	1,000,000	$	1,025,521	$	194,339	$	225,083


	December 31, 2025
Variable Interest Entity(3)	Initial amount issued (1)		Initial collateral balance(2)		Current balance (1)		Current collateral balance (2)		Weighted average interest rate		Original revolving period
(in thousands)
Asset-backed notes recorded at fair value:
Oportun Issuance Trust (Series 2021-C)	$	500,000	$	512,762	$	167,214	$	184,737	2.48	%	3 years
Oportun Issuance Trust (Series 2021-B)	500,000		512,759		96,585		112,148		2.06	%	3 years
Total asset-backed notes recorded at fair value	$	1,000,000	$	1,025,521	$	263,799	$	296,885

(1)The current balances are measured at fair value for asset-backed notes recorded at fair value.

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

(3)Maturity dates for Asset-backed Notes at Fair Value are not reflected in the above tables as the related securitizations provide for variable monthly repayments that may result in repayment prior to the stated maturity dates.

Asset-backed Borrowings at Amortized Cost

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


	March 31, 2026
Asset-backed Borrowings at Amortized Cost(5)	Initial amount (1)		Initial collateral balance(2)		Current balance (1)		Current collateral balance (2)		Weighted average interest rate(3)		Original revolving period
(in thousands)
Oportun Issuance Trust 2026-A	484,990		502,450		482,216		513,031		5.25	%	2 years
Oportun Issuance Trust 2025-D	441,225		452,206		438,644		457,191		5.69	%	2 years
Oportun Issuance Trust 2025-C	538,490		552,692		535,671		558,391		5.23	%	2 years
Oportun Issuance Trust 2025-B	439,250		450,802		437,093		455,332		5.57	%	2 years

Oportun Issuance Trust 2024-2	223,250		236,119		68,556		81,461		8.98	%	N/A

Other Asset Backed Borrowings (4)	N/A		N/A		192,225		170,335		N/A		N/A
Total asset-backed borrowings at amortized cost:	$	2,127,205	$	2,194,269	$	2,154,405	$	2,235,741


	December 31, 2025
Asset-backed Borrowings at Amortized Cost(5)	Initial amount (1)		Initial collateral balance(2)		Current balance (1)		Current collateral balance (2)		Weighted average interest rate(3)		Original revolving period
(in thousands)
Oportun Issuance Trust 2025-D	$	441,225	$	452,206	$	438,410	$	461,986	5.69	%	2 years
Oportun Issuance Trust 2025-C	538,490		552,692		535,394		559,689		5.23	%	2 years
Oportun Issuance Trust 2025-B	439,250		450,802		436,850		456,345		5.57	%	2 years
Oportun Issuance Trust 2025-A	425,107		439,775		422,580		445,314		6.15	%	1 year
Oportun Issuance Trust 2024-2	223,250		236,119		86,077		102,446		8.34	%	N/A
Oportun Issuance Trust 2024-1	199,500		211,002		28,626		33,842		12.07	%	N/A

Other Asset Backed Borrowings (4)	N/A		N/A		244,712		222,865		N/A		N/A
Total asset-backed borrowings at amortized cost:	$	2,266,822	$	2,342,596	$	2,192,649	$	2,282,487

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

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

(3)Weighted average interest rate excludes notes retained by the Company. There were no notes retained by the Company as of March 31, 2026.

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

(5)Maturity dates for Asset-backed Borrowings at Amortized Cost are not reflected in the above tables as the related securitizations provide for variable monthly repayments that may result in repayment prior to the stated maturity dates.

On January 8, 2026, the Company redeemed series 2024-1 asset-backed notes in the amount of $28.7 million. The asset-backed notes were carried at amortized cost, and the unamortized costs were recognized in the Condensed Consolidated Statements of Operations (Unaudited) as part of the interest expense.

On February 9, 2026, the Company issued $485.0 million of series 2026-A asset-backed notes secured by a pool of its unsecured and secured personal installment loans (the “2026-A Securitization”). The 2026-A Securitization included five classes of fixed rate notes. The notes were offered and sold in a private placement in reliance on Rule 144A under the U.S. Securities Act of 1933, as amended, and were priced with a weighted average yield of 5.32% per annum and a weighted average coupon of 5.25% per annum.

On February 9, 2026, the Company redeemed series 2025-A asset-backed notes in the amount of $425.1 million. The asset-backed notes were carried at amortized cost, and the unamortized costs were recognized in the Condensed Consolidated Statements of Operations (Unaudited) as part of the interest expense.

Corporate Financing

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


					March 31, 2026		December 31, 2025
Entity	Original Balance		Maturity Date	Interest Rate	Balance (1)		Balance (1)
(in thousands)
Oportun Financial Corporation	235,000		November 14, 2028	15.00% per annum	145,053		143,663
Total Corporate Financing	$	235,000			$	145,053	$	143,663

(1)Balances are measured at amortized cost. As of March 31, 2026 and December 31, 2025 the outstanding principal balance were both $165.0 million.

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

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

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

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

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

Debt Covenants - As of March 31, 2026, and December 31, 2025, the Company was in compliance with all covenants and requirements of the Secured Financing, Corporate Financing facilities and asset-backed notes.


9.			Other Liabilities

Other liabilities consist of the following:


	March 31,		December 31,
(in thousands)	2026		2025
Accounts payable	$	5,413	$	6,273
Accrued compensation	18,072		23,174
Accrued expenses	7,313		7,054
Accrued interest	10,844		11,164
Amount due to whole loan buyer	5,057		1,400

Current tax liabilities	3,948		4,055
Other	2,957		3,691
Total other liabilities	$	53,604	$	56,811


10.			Stockholders' Equity

Preferred Stock - The board of directors of the Company (the “Board”) has the authority, without further action by the Company's stockholders, to issue up to 100,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by the Board. There were no shares of undesignated preferred stock issued or outstanding as of March 31, 2026 or December 31, 2025.

Common Stock - As of March 31, 2026 and December 31, 2025, the Company was authorized to issue 1,000,000,000 shares of common stock with a par value of $0.0001 per share. As of March 31, 2026, 45,874,814 and 45,602,791 shares were issued and outstanding, respectively, and 272,023 shares were held in treasury stock. As of December 31, 2025, 44,709,065 and 44,437,042 shares were issued and outstanding, respectively, and 272,023 shares were held in treasury stock.

Warrants - In 2023, pursuant to the Original Credit Agreement, the Company issued detachable warrants to the lenders to purchase an aggregate of 4,193,453 shares of the Company’s common stock at an exercise price of $0.01 per share. On November 14, 2024, pursuant to the Credit Agreement, the Company issued additional detachable warrants to the lenders to purchase 4,853,006 shares of the Company’s common stock at an exercise price of $0.01. In May 2025, 6,363,671 warrants were exercised to purchase common stock. As of March 31, 2026 and December 31, 2025, the Company had outstanding and exercisable detachable warrants of 2,682,788.


11.			Equity Compensation and Other Benefits

The Company's stock-based plans are described and informational disclosures are provided in the 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 (Unaudited) is as follows:


	Three Months Ended March 31,
(in thousands)	2026		2025
Technology and facilities	$	795	$	716
Sales and marketing	33		40
Personnel	3,315		2,075
Total stock-based compensation (1)	$	4,143	$	2,831

(1) Amounts shown are net of $0.2 million of capitalized stock-based compensation for the three months ended March 31, 2026 and net of $0.2 million of capitalized stock-based compensation for the three months ended March 31, 2025.

As of March 31, 2026, and December 31, 2025, the Company’s total unrecognized compensation cost related to time-based and performance-based unvested restricted stock unit awards granted to employees was $21.0 million and $20.8 million, respectively, which will be recognized over a weighted average vesting period of approximately 2.0 years and 1.8 years, respectively.

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 Company recognized $1.0 million and $0.8 million of income tax benefit in its Condensed Consolidated Statements of Operations (Unaudited) related to stock-based compensation expense for the three months ended March 31, 2026 and 2025, respectively. Additionally, the total income tax expense (benefit) recognized in the income statement for share-based compensation exercises was $0.2 million and $(0.3) million for the three months ended March 31, 2026 and 2025, respectively.


12.			Revenue

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


	Three Months Ended March 31,
(in thousands)	2026		2025
Interest income
Interest on loans	$	212,985	$	217,529
Fees on loans	2,680		2,692
Total interest income	215,665		220,221

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


	Three Months Ended March 31,
(in thousands)	2026		2025
Non-interest income

Servicing fees	$	1,673	$	3,538
Subscription revenue	4,552		5,044
Interest on member accounts	3,805		4,422
Gain on loan sales and other	3,069		2,679
Total non-interest income	$	13,099	$	15,683


13.			Income Taxes

For the three months ended March 31, 2026 and 2025, the Company calculates its year-to-date income tax expense (benefit) by applying the estimated annual effective tax rate to the year-to-date income from operations before income taxes and adjusts the income tax expense (benefit) for discrete tax items recorded in the period.

During the three months ended March 31, 2026 and 2025, the Company recorded income tax expense of $1.2 million and $3.4 million, respectively, related to continuing operations, representing an effective tax rate of 34.1% and 25.8%, respectively.

Income tax expense decreased by $2.2 million, from $3.4 million for the three months ended March 31, 2025 to $1.2 million for the three months ended March 31, 2026, primarily as a result of having decreased pretax income for the three months ended March 31, 2026. The Company's effective tax rate for the three months ended March 31, 2026 differs from the statutory tax rates primarily due to the impacts of the research and development tax credit and stock-based compensation.

In December 2021, the Organization for Economic Co-operation and Development Inclusive Framework on Base Erosion Profit Shifting released Model Global Anti-Base Erosion rules (“Model Rules”) under Pillar Two. The Model Rules set forth the “common approach” for a Global Minimum Tax at 15 percent for multinational enterprises with a turnover of more than 750 million euros. Rules under Pillar Two were effective from January 1, 2024. Pillar Two rules did not have a material impact on the Company's Condensed Consolidated Statements of Operations (Unaudited).


14.			Fair Value of Financial Instruments

Financial Instruments at Fair Value

The table below compares the fair value of loans receivable and asset-backed notes to their contractual balances for the periods shown:


	March 31, 2026				December 31, 2025
(in thousands)	Unpaid Principal Balance		Fair Value		Unpaid Principal Balance		Fair Value
Assets


Loans Receivable at Fair Value	$	2,678,020	$	2,771,836	$	2,779,608	$	2,874,092

Liabilities
Asset-backed notes	$	197,401	$	194,339	$	268,291	$	263,799

The Company calculates the fair value of the asset-backed notes using independent pricing services and broker price indications, which are based on quoted prices for identical or similar notes, which are Level 2 input measures.

The Company primarily uses a discounted cash flow model to estimate the fair value of Level 3 instruments based on the present value of estimated future cash flows. This model uses inputs that are inherently judgmental and reflect management’s best estimates of the assumptions a market participant would use to calculate fair value. The following tables present quantitative information about the significant unobservable inputs

used for the Company’s Level 3 fair value measurements for Loans Receivable at Fair Value. The personal loans receivable balance at fair value as of March 31, 2026, consists of $2,511.8 million of unsecured personal loans receivable and $260.0 million of secured personal loans receivable.


	March 31, 2026			December 31, 2025
Personal Loans Receivable	Minimum	Maximum	Weighted Average (2)	Minimum	Maximum	Weighted Average (2)
Remaining cumulative charge-offs (1)	10.00%	91.50%	12.29%	10.10%	50.58%	12.28%
Remaining cumulative prepayments (1)	4.98%	37.48%	22.54%	0.00%	38.29%	24.90%

Average life (years)	0.39	1.36	1.06	0.28	1.64	1.06
Discount rate	6.24%	6.24%	6.24%	6.26%	6.26%	6.26%

(1) Figure disclosed as a percentage of outstanding principal balance.

(2) Unobservable inputs were weighted by outstanding principal balance, which are grouped by risk (type of customer, original loan maturity terms).

Fair value adjustments related to financial instruments where the fair value option has been elected are recorded through earnings for the three months ended March 31, 2026 and 2025. Certain unobservable inputs may (in isolation) have either a directionally consistent or opposite impact on the fair value of the financial instrument for a given change in that input. When multiple inputs are used within the valuation techniques for loans, a change in one input in a certain direction may be offset by an opposite change from another input.

For personal loans receivable, the Company developed an internal model to estimate the fair value of loans receivable held for investment. To generate future expected cash flows, the model combines receivable characteristics with assumptions about borrower behavior based on the Company’s historical loan performance. These cash flows are then discounted using a required rate of return that management estimates would be used by a market participant.

The Company tested the unsecured personal loan fair value model by comparing modeled cash flows to historical loan performance to ensure that the model was complete, accurate and reasonable for the Company’s use. The Company also engaged a third party to create an independent fair value estimate for the Loans Receivable at Fair Value, which provides a set of fair value marks using the Company’s historical loan performance data and whole loan sale prices to develop independent forecasts of borrower behavior.

The Company had derivative instruments in connection with its bank partnership program with Pathward, N.A. ("Pathward") related to excess interest proceeds it expected to receive on loans retained by Pathward. Based on the agreement underlying the bank partnership program, for all loans originated and retained by Pathward, Pathward received a fixed interest rate. Under an amendment to the program agreement, the Company purchases 100% of Pathward originated loans and has purchased all loans previously owned by Pathward. As a result, the derivative instrument as of December 31, 2025 was $(1.2) million; there was no outstanding derivative balance as of March 31, 2026.

For the derivative, the Company used a base set of cash flows derived from historical data and management assumptions. From this base set of cash flows, funds that were projected to be released to the Company according to the contractual terms outlined in the waterfall agreement were calculated on an aggregate basis then discounted at a rate that was representative of equity yield.

The table below presents a reconciliation of Loans Receivable at Fair Value on a recurring basis using significant unobservable inputs:


	Three Months Ended March 31,
(in thousands)	2026		2025
Balance – beginning of period	$	2,874,092	$	2,778,523

Principal disbursements	622,984		659,398
Principal and interest payments from members	(616,340)		(581,607)

Gross charge-offs	(108,232)		(98,197)

Net increase (decrease) in fair value	(668)		12,369
Balance – end of period	$	2,771,836	$	2,770,486

Financial Instruments Disclosed But Not Carried at Fair Value

The following table presents the carrying value and estimated fair values of financial assets and liabilities disclosed but not carried at fair value and the level within the fair value hierarchy:


	March 31, 2026
	Carrying value		Estimated fair value		Estimated fair value
(in thousands)					Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	130,384	$	130,384	$	130,384	$	—	$	—
Restricted cash	79,470		79,470		79,470		—		—



Liabilities
Accounts payable	5,413		5,413		5,413		—		—
Secured financing (Note 8)	217,420		217,026		—		217,026		—
Asset-backed borrowings at amortized cost (Note 8)	2,142,964		2,137,694		—		1,967,359		170,335
Corporate financing (Note 8)	165,000		163,210		—		163,210		—


	December 31, 2025
	Carrying value		Estimated fair value		Estimated fair value
(in thousands)					Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	105,525	$	105,525	$	105,525	$	—	$	—
Restricted cash	93,409		93,409		93,409		—		—


Liabilities
Accounts payable	6,273		6,273		6,273		—		—
Secured financing (Note 8)	204,833		205,152		—		205,152		—
Asset-backed borrowings at amortized cost (Note 8)	2,181,902		2,184,392				1,961,525		222,867
Corporate financing (Note 8)	165,000		165,836		—		165,836		—

The Company uses the following methods and assumptions to estimate fair value:

•Cash, cash equivalents, restricted cash and accounts payable ‑ The carrying values of certain of the Company’s financial instruments, including cash and cash equivalents, restricted cash and accounts payable, approximate Level 1 fair values of these financial instruments due to their short-term nature.

•Secured financing and corporate financing ‑ The fair values of the Secured Financing and Corporate Financing facilities have been calculated using discount rates equivalent to the weighted-average market yield of comparable debt securities, which is a Level 2 input measure.

•Asset-backed borrowings at amortized cost ‑ The fair values of the asset-backed borrowings at amortized cost include both securitizations carried at amortized cost and secured borrowings. We obtain indicative pricing on comparable debt securities for securitizations carried at amortized cost, which is a Level 2 input measure. Fair values of secured borrowings included in the asset-backed borrowings at amortized cost have been calculated by discounting the contractual cash flows at the interest rate the Company estimates such arrangement would bear if executed in the current market, which is a Level 3 input measure.

There were no transfers in or out of Level 3 assets and liabilities for the three months ended March 31, 2026 and 2025.


15.			Leases, Commitments and Contingencies

Leases - The Company’s leases are primarily for real property consisting of retail locations and office space and have remaining lease terms of less than 6 years.

The Company has elected the practical expedient to keep leases with terms of 12 months or less off the balance sheet as no recognition of a lease liability and a right-of-use asset is required. Operating lease expense is recognized on a straight-line basis over the lease term in “Technology and facilities” in the Condensed Consolidated Statements of Operations (Unaudited).

All of the Company’s existing lease arrangements are classified as operating leases. At the inception of a contract, the Company determines if the contract is or contains a lease. At the commencement date of a lease, the Company recognizes a lease liability equal to the present value of the lease payments and a right-of-use asset representing the Company’s right to use the underlying asset for the duration of the lease term. The Company’s leases include options to extend or terminate the arrangement at the end of the original lease term. The Company generally does not include renewal or termination options in its assessment of the leases unless extension or termination for certain assets is deemed to be reasonably certain. Variable lease payments and short-term lease costs were deemed immaterial. The Company’s leases do not provide an explicit rate. The Company uses its contractual borrowing rate to determine lease discount rates.

As of March 31, 2026, maturities of lease liabilities, excluding short-term leases and leases on a month-to-month basis, were as follows:


(in thousands)	Operating Leases
Lease expense
2026 (remaining nine months)	$	4,439
2027	4,064
2028	2,485
2029	1,332
2030	774
2031	367
Thereafter	—
Total lease payments	13,461
Imputed interest	(1,491)
Total leases	$	11,970

Sublease income
2026 (remaining nine months)	$	(455)
2027	(153)
2028	—
2029	—
2030 and thereafter	—


Total lease payments	(608)
Imputed interest	27
Total sublease income	$	(581)

Net lease liabilities	$	11,389
Weighted average remaining lease term	3.1 years
Weighted average discount rate	5.82		%

As of December 31, 2025, maturities of lease liabilities, excluding short-term leases and leases on a month-to-month basis, were as follows:


(in thousands)	Operating Leases
Lease expense

2026	6,683
2027	3,551
2028	1,977
2029	903
2030	382
Thereafter	48
Total lease payments	13,544
Imputed interest	(1,361)
Total leases	$	12,183

Sublease income

2026	(604)
2027	(153)
2028	—
2029	—
2030	—
Total lease payments	(757)
Imputed interest	42
Total sublease income	$	(715)

Net lease liabilities	$	11,468
Weighted average remaining lease term	2.6 years
Weighted average discount rate	5.73		%

Rental expenses under operating leases for the three months ended March 31, 2026 and 2025, was $2.3 million and $2.5 million, respectively.

Purchase Commitment ‑ The Company has commitments to purchase information technology and communication services in the ordinary course of business, with various terms through 2029. These amounts are not reflective of the Company’s entire anticipated purchases under the related agreements; rather, they are determined based on the non-cancelable amounts to which the Company is contractually obligated. The Company’s purchase obligations are $19.4 million for the remainder of 2026, $6.8 million in 2027, $1.4 million in 2028, with no obligations in or beyond 2029.

Bank Partnership Program and Servicing Agreement - The Company entered into a bank partnership program with Pathward, in August 11, 2020, which was subsequently amended and restated effective August 11, 2025. Under the program, the Company is obligated to purchase an increasing percentage of loans originated by Pathward. based on thresholds specified in the agreements. On September 26, 2025, the parties entered into an amendment to the program that simplified the partnership by providing that Pathward. will cease retaining Company loans by the end of February 2026. Lending under the partnership was launched in August 2021 and as of March 31, 2026, the Company has a commitment to purchase an additional $36.4 million of program loans based on originations through March 31, 2026.

Effective October 1, 2025, the Company began purchasing from Pathward 100% of all newly originated loans. The amendment also required the Company to acquire Pathward’s existing retained loan portfolio, with an initial purchase of loans that are current or <30 days delinquent on October 3, 2025, totaling approximately $115.0 million of unpaid principal and accrued interest. The remaining portfolio was purchased on February 4, 2026.

Unfunded Loan Commitments - Unfunded loan commitments at March 31, 2026 and December 31, 2025 were insignificant.

Mexico Value-added Tax - In October 2023, the Company's Mexico subsidiary received notice from Mexico's Servicio de Administración Tributaria, the Mexican federal tax authority, for claims related to the alleged underpayment of value-added tax, including inflationary adjustments, fines and penalties for tax years 2017-2019. The Company disputes that there were underpayments in any of those years, and intends to pursue all available administrative and legal avenues of appeal to assert its position. No accrual related to this matter has been recorded as of March 31, 2026, as the Company believes it is not probable to be incurred. However, it is reasonably possible the Company will be unsuccessful in asserting at least some of these claims, and for those claims, the Company believes it may be exposed to a liability ranging from zero to $5.1 million, consisting of $1.2 million of value-added tax and $3.9 million of inflationary adjustments, fines and penalties. These estimates are subject to change based on the results of the administrative and legal appeal processes, however, timing of the resolution of this issue is unknown.

Litigation

From time to time, the Company may bring or be subject to other legal proceedings and claims in the ordinary course of business, including legal proceedings with third parties asserting infringement of their intellectual property rights, consumer litigation, and regulatory proceedings. The Company is not presently a party to any other legal proceedings that, if determined adversely to the Company, would individually or taken together have a material adverse effect on its business, financial condition, cash flows or results of operations.


16.			Related Party Transactions

On September 14, 2022, the Company entered into the Original Credit Agreement to borrow $150.0 million through a senior secured term loan. On March 10, 2023, the Company upsized and amended the Original Credit Agreement and borrowed an additional $75.0 million over four separate tranches from March 10, 2023 to June 30, 2023. In connection with the amendment of the Original Credit Agreement, the Company issued warrants to the lenders with each tranche to purchase a total of 4,193,453 shares of its common stock at an exercise price of $0.01 per share. On October 23, 2024, the Company entered into the Credit Agreement with certain affiliates of Neuberger and McLaren Harbor LLC, pursuant to which the Company borrowed $235 million through a senior secured term loan. Upon the closing of the Term Loan, the Company repaid all amounts due under the Original Credit Agreement in full. In connection with the Credit Agreement, the lenders retained the previously issued warrants and the Company issued the Neuberger affiliated lenders additional warrants to purchase a total of 2,426,503 shares of its common stock at an exercise price of $0.01 per share. Accordingly, Neuberger is deemed to be a beneficial owner of greater than ten percent of the Company's outstanding stock pursuant to generally accepted accounting principles. During the year ended December 31, 2025, 3,937,168 warrants were exercised by Neuberger to purchase common stock, and no warrants were exercised during the three months ended March 31, 2026. As of March 31, 2026 and December 31, 2025, Neuberger held outstanding and exercisable detachable warrants of 2,682,788. See Note 8, Borrowings for additional information on the Corporate Financing facility and Note 10, Stockholders' Equity for additional information on the warrants.

On June 16, 2023, the Company entered into a forward flow whole loan sale agreement with Neuberger to sell up to $300.0 million of its personal loan originations over the subsequent twelve months. On April 26, 2024, the agreement was amended to extend the term and revised the commitment amount to $370.9 million of personal loan originations. The Company has fulfilled its commitment under the agreement and will continue to service these loans. As part of this agreement, during the three months ended March 31, 2026, and as of December 31, 2025, no loans were transferred. See Liquidity and Capital Resources section for additional information on the forward flow whole loan sale agreement.

In addition, on April 2, 2025, the Company entered into a loan and security agreement with Neuberger, and certain other lenders, which was amended on October 8, 2025. The amended PLW III facility has a two-year revolving period with a final maturity of April 1, 2028 and a borrowing capacity of $187.5 million. Borrowings under the loan and security agreement accrue interest at a rate no greater than Term SOFR plus a weighted average spread up to 3.18%.

The following table represents the interest income earned from our loans receivable portfolio and interest expense on our debt instruments recorded on the Company’s Condensed Consolidated Statements of Operations (Unaudited) related to transactions with Neuberger.


	Three Months Ended March 31,
(in thousands)	2026		2025
Interest income
Secured borrowings	6,246		16,269
Total interest income	$	6,246	$	16,269

Interest expense
Corporate Financing	$	3,785	$	5,233
Secured borrowings	17		6,423
Secured financing	205		—
Total interest expense	$	4,007	$	11,656

As of March 31, 2026 and December 31, 2025, Loans Receivable at Fair Value underlying the Secured borrowing were $78.2 million and $103.5 million, respectively, and Loans Receivable at Fair Value underlying the Secured Financing were $7.2 million and $8.1 million, respectively. The Company had Asset-backed borrowings at amortized cost of $90.9 million, Corporate Financing of $72.5 million, and Secured Financing of $6.2 million due to Neuberger as of March 31, 2026 and $116.9 million, $71.8 million and $7.2 million, respectively, due as of December 31, 2025. The Company also had an insignificant amount of Interest and fee receivable, net and Other liabilities in its Condensed Consolidated Balance Sheets (Unaudited) as of March 31, 2026 related to these transactions.

The Company believes that it has executed all the transactions described herein on terms no more or less favorable to it than it could have obtained from unaffiliated third parties.


17.			Segment Reporting

Segments are defined as components of an enterprise for which discrete financial information is available and evaluated regularly by the chief operating decision maker ("CODM") in deciding how to allocate resources and in assessing performance.

The Company’s Chief Executive Officer is considered to be the CODM. The Company has one reportable segment. The segment provides unsecured and secured borrowings, savings and budgeting products to its members. The Company derives revenue within North America and manages the business activities on a consolidated basis. Interest income is derived from the Company's lending products and includes loan interest and associated fees, while non-interest income is largely driven by the Company's savings product and includes subscription revenue, and interest on member accounts.

Net income is the primary measure of segment profit and loss reviewed by CODM to assess business performance and strategy on allocation of resources, such as new product development and management’s compensation. The CODM also uses Net Income to review and approve the Company’s operating budget and financial forecasts.

Net income is reported on the unaudited Condensed Consolidated Statement of Operations as consolidated net income. The measure of segment assets is presented on the unaudited Condensed Consolidated Balance Sheet as Total Assets.


18.			Subsequent Events

None.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

An index to our management's discussion and analysis follows:


Topic
Forward-Looking Statements						21
Overview						22

Key Financial and Operating Metrics						23
Historical Credit Performance						25
Results of Operations						27
Fair Value Estimate Methodology for Loans Receivable at Fair Value						32
Non-GAAP Financial Measures						32
Liquidity and Capital Resources						35
Critical Accounting Policies and Significant Judgments and Estimates						39
Recently Issued Accounting Pronouncements						39

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and the related notes and other financial information included elsewhere in this report and the audited consolidated financial statements and the related notes and the discussion under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for the fiscal year ended December 31, 2025 included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission, on February 27, 2026, as amended. Some of the information contained in this discussion and analysis, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of this report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Forward-Looking Statements

This report contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), concerning our business, operations and financial performance and condition, as well as our plans, objectives and expectations for our business operations and financial performance and condition. Any statements contained herein that are not statements of historical facts are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would,” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These forward-looking statements include, but are not limited to, statements about:

•our future financial performance, including our expectations regarding our revenue, our operating expenses and our ability to achieve and maintain profitability;

•our ability to increase the volume of loans we make;

•our ability to manage loan non-performance, delinquencies and charge-off rates, and identify high-quality originations;

•our ability to effectively estimate the fair value of our loans receivable held for investment and our asset-backed notes;

•our expectations regarding the effect of and trends in fair value mark-to-market adjustments on our loan portfolio and asset-backed notes;

•our expectations and management of future growth, including expanding our markets served, member base and product and service offerings, and realizing the benefits and synergies from acquisitions;

•our ability to successfully adjust our proprietary credit risk models and products in response to changing macroeconomic conditions and fluctuations in the credit market;

•our ability to successfully manage our interest rate spread against our cost of capital;

•our expectations regarding the sufficiency of our cash to meet our operating and cash expenditures;

•our plans for and our ability to successfully maintain our diversified funding strategy, including warehouse facilities, loan sales and securitization transactions;

•our ability to obtain any additional financing, any advances on our secured financing facilities, or any refinancing of our debt;

•our expectations to manage our loan purchase obligations with our current partners;

•our ability to realize the expected benefits from reductions in workforce and other streamlining measures, including our estimate of the changes and expenditures;

•our expectations regarding our costs and seasonality;

•our ability to successfully build our brand and protect our reputation from negative publicity;

•our ability to increase the effectiveness of our marketing efforts;

•our ability to grow market share in existing markets or any new markets we may enter;

•our ability to continue to expand our demographic focus;

•our ability to maintain or expand our relationships with our current partners, including bank partners, and our plans to acquire additional partners using our Lending as a Service model;

•our ability to provide an attractive and comprehensive member experience, and further our position as a financial services company;

•our ability to maintain the terms on which we lend to our borrowers;

•our ability to manage fraud risk, including regulatory intervention and impacts on our brand reputation;

•our ability to develop our technology, including our digital platform, and to successfully implement, maintain, and adapt artificial intelligence and machine learning capabilities (“A.I.”);

•our ability to effectively secure and maintain the confidentiality of the information provided and utilized across our systems;

•our ability to detect and protect our systems against unauthorized access, use or disclosure of sensitive information;

•our ability to successfully compete with companies that are currently in, or may in the future enter, the markets in which we operate;

•our ability to attract, integrate and retain qualified employees;

•our ability to manage impacts from, and uncertainties regarding, current and future actions that may be taken by activist stockholders;

•the effect of macroeconomic conditions on our business, including the impact of tariffs and other non-tariff trade barriers, immigration patterns and policies, fluctuating interest rates, and inflation;

•our ability to effectively manage and expand the capabilities of our contact centers, outsourcing relationships and other business operations abroad; and

•our ability to successfully adapt to complex and evolving regulatory environments, including those related to A.I., and managing potential exposure in connection with new and pending investigations, proceedings and other contingencies.

Forward-looking statements are based on our management’s current expectations, estimates, forecasts, and projections about our business and the industry in which we operate and on our management’s beliefs and assumptions. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate we have conducted exhaustive inquiry into, or review of, all potentially available relevant information. We anticipate that subsequent events and developments may cause our views to change. Forward-looking statements do not guarantee future performance or development and involve known and unknown risks, uncertainties, and other factors that are in some cases beyond our control. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the heading “Risk Factors” and elsewhere in this report. We also operate in a rapidly changing environment and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in, or implied by, any forward-looking statements. As a result, any or all of our forward-looking statements in this report may turn out to be inaccurate. Furthermore, if the forward-looking statements prove to be inaccurate, the inaccuracy may be material.

You should read this report with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect.

These forward-looking statements speak only as of the date of this report. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future. We qualify all of our forward-looking statements by these cautionary statements.

As used in this report, the terms “Oportun Financial Corporation,” “Oportun,” “Company,” “we,” “us,” and “our” mean Oportun Financial Corporation and its subsidiaries unless the context indicates otherwise.

Overview

We are a mission-driven financial services company that puts our members’ financial goals within reach. With intelligent borrowing, savings, and budgeting capabilities, we empower members with the confidence to build a better financial future. By intentionally designing our products to help solve the financial health challenges facing a majority of people in the U.S., we believe our business is well positioned for significant growth in the future. We take a holistic approach to serving our members and view it as our purpose to responsibly meet their current capital needs, help grow our members’ financial profiles, increase their financial awareness and put them on a path to a financially healthy life. In our 20-year lending history, we have extended more than $22.2 billion in responsible credit through more than 8.2 million lending products. We have been certified as a Community Development Financial Institution by the U.S. Department of the Treasury since 2009.

We offer access to a suite of financial products, offered either directly or through partners, including unsecured and secured lending and savings.

Our financial products allow us to meet our members where they are and assist them with their overall financial health, resulting in opportunities to present multiple relevant products to our members. Our credit products include unsecured and secured personal loans. We also offer automated savings, through our Set & Save product. Consumers are able to become members and access our products through the Oportun Mobile App and the Oportun.com website, which are our primary channels for onboarding and serving members. As of March 31, 2026, our personal lending products are also available over the phone or through our 126 retail locations, and 460 of our Lending as a Service partner locations.

Credit Products

Personal Loans - Our personal loan is a simple-to-understand, affordable, unsecured, fully amortizing installment loan with fixed payments throughout the life of the loan. Our loans do not have prepayment penalties or balloon payments, and range in size from $300 to $10,000 with terms of 12 to 54 months. Generally, loan payments are structured on a bi-weekly or semi-monthly basis to coincide with our members' receipt of income. As part of our underwriting process, we verify income for all applicants and only approve loans that meet our ability-to-pay criteria. We charge fixed interest rates on our loans, which vary based on the amount disbursed, applicable state law, and other factors. As of March 31, 2026, for all active loans in our portfolio and at time of disbursement, the weighted average term and APR at origination was 38 months and 35.3%, respectively. The average loan size for loans we originated during the three months ended March 31, 2026 was $3,360. As of March 31, 2026, we originated unsecured personal loans in 41 states, primarily through our partnership with Pathward, N.A. (“Pathward”).

Secured Personal Loans - We also offer a personal installment loan product secured by an automobile, which we refer to as secured personal loans. Our secured personal loans range in size from $2,525 to $18,500 with terms ranging from 24 to 64 months. The average loan size for secured personal loans we originated during the three months ended March 31, 2026 was $6,607. As of March 31, 2026, for all active loans in our portfolio and at time of disbursement, the weighted average term and APR at origination was 46 months and 33.0%, respectively. As part of our underwriting process, we evaluate the collateral value of the vehicle, verify income for all applicants and only approve loans that meet our ability-to-pay criteria. Our secured personal loans are currently offered in 8 states and we are in the process of expanding into other states.

Set & Save

Savings – Our Set & Save product is designed to understand a member’s cash flows and save the right amount on a regular basis to effortlessly achieve savings goals. Members link their bank account with the platform and Set & Save utilizes machine learning to analyze a member’s transaction activity and build forecasts of the member’s future cash flows to make small, frequent savings decisions according to the member’s financial goals in a personalized manner. Since 2015, our savings product has helped members save more than $12.8 billion and helped our members save an average of more than $1,800 annually.

The funds in these savings accounts are owned by members of our products and are not the assets of the Company. Therefore, these funds are not included in the Condensed Consolidated Balance Sheets (Unaudited).

Lending as a Service

We leverage our proprietary credit scoring and underwriting model to partner with other consumer brands and expand our member base. For example, we have partnered with DolFinTech in certain of their locations where they provide us with information for potential members and we are able to offer loans through our existing channels by phone, online, or in our retail locations. In addition, we have entered into a collaboration with Western Union. As part of these programs, Oportun originates, underwrites, and services the loan. We believe we will be able to offer our Lending as a Service Lead Generation program to additional partners with a much faster lead-to-market time, expanding our membership base while offering a true Oportun service experience.

Capital Markets Funding

To fund our growth at a low and efficient cost, we have built a diversified and well-established capital markets funding program, which allows us to partially hedge our exposure to rising interest rates or credit spreads by locking in our interest expense. We have issued one-, two- and three-year fixed rate bonds which have provided us committed capital to fund future loan originations. Since 2015, we have participated in 28 sponsored or co-sponsored amortizing and revolving bond offerings in the asset-backed securities market, all of which include tranches that have been rated investment grade.

Additionally, we have entered into certain agreements with institutional investors to sell a portion of our loans as part of structured and whole loan agreements. Refer to Liquidity and Capital Resources in Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations" for information regarding these transactions.

Key Financial and Operating Metrics

We monitor and evaluate the following key metrics in order to measure our current performance, develop and refine our growth strategies, and make strategic decisions.

The following table and related discussion set forth key financial and operating metrics for our operations as of and for the three months ended March 31, 2026 and 2025.


	As of or for the Three Months Ended March 31,
(in thousands of dollars)	2026			2025
Key Financial and Operating Metrics


Aggregate Originations	$	416,914		$	469,396
Portfolio Yield	32.1		%	33.0		%


30+ Day Delinquency Rate	4.5		%	4.7		%
Annualized Net Charge-Off Rate	12.7		%	12.2		%




Other Metrics


Managed Principal Balance at End of Period	$	2,804,271		$	2,954,967
Owned Principal Balance at End of Period	$	2,640,648		$	2,659,446
Average Daily Principal Balance	$	2,721,575		$	2,705,218

See “Glossary” at the end of Part II of this report for formulas and definitions of our key performance metrics.

Aggregate Originations

Aggregate Originations decreased to $416.9 million for the three months ended March 31, 2026 from $469.4 million for the three months ended March 31, 2025, representing an 11.2% decrease. The decrease was primarily due to lower originations from new members in line with our continued conservative credit posture; this was partially offset by an increase in average loan size.

Portfolio Yield

Portfolio yield decreased to 32.1% for the three months ended March 31, 2026, from 33.0% for the three months ended March 31, 2025. The decrease was driven by reduced originations in line with our continued conservative credit posture.

30+ Day Delinquency Rate

Our 30+ Day Delinquency Rate was 4.5% and 4.7% as of March 31, 2026 and 2025, respectively. The decrease primarily reflected our increased focus, beginning in the third quarter of 2025, on originations to returning members, which favorably impacted 30+ day delinquency performance.

Annualized Net Charge-Off Rate

Annualized Net Charge-Off Rate for the three months ended March 31, 2026 and 2025 was 12.7% and 12.2%, respectively, up 46 basis points. Higher costs for food, fuel, and rent along with macro-economic and geopolitical uncertainty have continued to put pressure on our members through March 31, 2026. The increase was also primarily attributable to a higher proportion of loans originated to new members during the first half of 2025.

Historical Credit Performance

Due to credit tightening in response to the COVID-19 pandemic and government stimulus payments, our Annualized Net Charge-off Rate was 6.8% in 2021, lower than our historical norms. Our Annualized Net Charge-off Rate increased to 10.1% in 2022 primarily due the impact of historically high inflation, the cessation of COVID-19 stimulus payments and a higher mix of first-time borrowers in 2021 and the first half of 2022. In response to this increase, in the second half of 2022 and continuing throughout 2023 and 2024, we tightened our credit underwriting standards and focused lending towards returning members to improve credit outcomes. The Annualized Net Charge-Off Rate for the three months ended March 31, 2026 and 2025 was 12.7% and 12.2%, respectively; the increase was primarily attributable to a higher percentage of new loan disbursements in the fourth quarter of 2024 and the first and second quarters of 2025. On a dollar basis, for the three months ended March 31, 2026, Net Charge-offs increased by $3.6 million, while our Average Daily Principal Balance increased by 0.6%, when compared to the three months ended March 31, 2025. We evaluate our loan portfolio and charge a loan off at the earlier of when the loan is determined to be uncollectible or when loans are 120 days contractually past due.

*Numbers shown reflect year-to-date amounts for the three months ended March 31, for the indicated fiscal year.

In addition to monitoring our loss and delinquency performance on an owned portfolio basis, we also monitor the performance of our loans by the period in which the loan was disbursed, generally years or quarters, which we refer to as a vintage. We calculate net lifetime loan loss rate by vintage as a percentage of original principal balance. Net lifetime loan loss rates equal the net lifetime loan losses for a given year through March 31, 2026, divided by the total origination loan volume for that year.

The below chart and table show our net lifetime loan loss rate for each annual vintage of our personal loan product since 2015, excluding loans originated from July 2017 to August 2020 and beginning December 2023 under a loan program for borrowers who did not meet the qualifications for our core loan origination program; 100% of those loans were sold pursuant to a whole loan sale agreement.


	Year of Origination
	2016	2017	2018	2019	2020	2021	2022	2023	2024	2025
Dollar weighted average original term for vintage in months	24.2	26.3	29.0	30.0	32.0	33.3	37.8	39.2	35.6	33.7
Net lifetime loan losses as of March 31, 2026 as a percentage of original principal balance	8.0%	8.2%	9.8%	10.8%	9.0%	18.4%	22.2%*	14.9%*	8.0%*	0.0%*
Outstanding principal balance as of March 31, 2026 as a percentage of original amount disbursed	—%	—%	—%	—%	0.1%	0.6%	4.5%	20.6%	45.2%	90.0%

* Vintage is not yet fully mature from a loss perspective.

The following discussion summarizes the primary factors driving changes in cumulative net lifetime loan losses by annual vintage reflected in the table above.

•2016, 2017 and 2018 vintages. Cumulative net lifetime loan losses increased, in part, due to delays in tax refunds in 2017 and 2019, the effects of natural disasters, including Hurricane Harvey, and the longer duration of the loans.

•2018 and 2019 vintages. These vintages were adversely affected by the COVID-19 pandemic.

•2021 vintage. Charge-offs have exceeded those of prior vintages, primarily due to a higher proportion of loan disbursements to new members.

•2022 vintage. We tightened credit, reduced loan size and loan term, and began reducing loan volumes to new and returning members.

•2023 vintage. We implemented additional tightening measures and further shortened average term length, which contributed to stronger performance of the 2023 vintages relative to the 2022 vintages over comparable periods.

Seasonality

Our quarterly results of operations may not necessarily be indicative of the results for the full year or the results for any future periods. We experience significant seasonality in demand for our loans, which is generally lower in the first quarter. The seasonal slowdown is primarily attributable to high loan demand around the holidays in the fourth quarter and the general increase in our borrowers’ available cash flow in the first quarter, including from cash received from tax refunds, temporarily reducing our borrowers’ borrowing needs.

Results of Operations

The following tables and related discussion set forth our Condensed Consolidated Statements of Operations (Unaudited) for each of the three months ended March 31, 2026 and 2025.


	Three Months Ended March 31,
(in thousands of dollars)	2026		2025
Revenue
Interest income	$	215,665	$	220,221
Non-interest income	13,099		15,683
Total revenue	228,764		235,904
Less:
Interest expense	47,979		57,403

Total net decrease in fair value	(85,894)		(72,672)
Net revenue	94,891		105,829
Operating expenses:
Technology and facilities	34,140		36,437
Sales and marketing	15,949		19,882
Personnel	25,528		20,965
Outsourcing and professional fees	8,704		8,012
General, administrative and other	7,009		7,374

Total operating expenses	91,330		92,670
Income before taxes	3,561		13,159
Income tax expense	1,216		3,392
Net income	$	2,345	$	9,767

Total revenue


	Three Months Ended March 31,						Period-to-period Change
(in thousands, except percentages)	2026			2025			$		%
Revenue
Interest income	$	215,665		$	220,221		$	(4,556)	(2.1)	%
Non-interest income	13,099			15,683			(2,584)		(16.5)	%
Total revenue	$	228,764		$	235,904		$	(7,140)	(3.0)	%
Percentage of total revenue:
Interest income	94.3		%	93.4		%
Non-interest income	5.7		%	6.6		%
Total revenue	100.0		%	100.0		%

Interest income. Total interest income decreased by $4.6 million, or 2.1%, from $220.2 million for the three months ended March 31, 2025 to $215.7 million for the three months ended March 31, 2026. The decrease is primarily attributable to a decrease in portfolio yield of 87 basis points in the three months ended March 31, 2026 compared to the three months ended March 31, 2025, driven by a reduction in origination fees resulting from lower origination volume. The decrease was partially offset by a $16.4 million, or 0.6%, increase in our Average Daily Principal Balance for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Non-interest income. Total non-interest income decreased by $2.6 million, or 16.5%, from $15.7 million for the three months ended March 31, 2025 to $13.1 million for the three months ended March 31, 2026. The decrease is primarily due to a $1.9 million decrease in fees related to our Pathward program and a $0.6 million decrease related to interest earned on our Set & Save product.

See Note 2, Summary of Significant Accounting Policies, and Note 12, Revenue, of the Notes to the Condensed Consolidated Financial Statements (Unaudited) included elsewhere in this report for further discussion on our interest income, non-interest income and revenue.

Interest expense


	Three Months Ended March 31,						Period-to-period Change
(in thousands, except percentages)	2026			2025			$		%
Interest expense	$	47,979		$	57,403		$	(9,424)	(16.4)	%
Percentage of total revenue	21.0		%	24.3		%
Cost of Debt	7.0		%	8.2		%

Interest expense decreased by $9.4 million, or 16.4%, from $57.4 million for the three months ended March 31, 2025 to $48.0 million for the three months ended March 31, 2026. Our interest expense decrease is primarily due to 116 basis point decrease in Cost of Debt driven by paydowns and redemptions of our higher cost asset-backed notes recorded at fair value primarily through issuances of lower cost asset-backed notes at amortized cost and continued paydowns of the Corporate Financing.

See Note 8, Borrowings, in the Notes to the Condensed Consolidated Financial Statements (Unaudited) included elsewhere in this report for further information on our Interest expense and our Secured Financing and asset-backed notes.

Total net decrease in fair value

Total net decrease in fair value reflects changes in fair value of loans receivable held for investment and asset-backed notes at fair value on an aggregate basis and is based on a number of factors, including benchmark interest rates, credit spreads, remaining cumulative charge-offs and borrower payment rates. Increases in the fair value of loans increase Net Revenue. Conversely, decreases in the fair value of loans decrease Net Revenue. Increases in the fair value of asset-backed notes decrease Net Revenue. Decreases in the fair value of asset-backed notes increase Net Revenue. As of December 31, 2025 , we also had a derivative instrument related to our bank partnership program with Pathward. Changes in the fair value of the derivative instrument are reflected in the total fair value mark-to-market adjustment below.


	Three Months Ended March 31,						Period-to-period Change
(in thousands, except percentages)	2026			2025			$		%
Fair value mark-to-market adjustment:
Fair value mark-to-market adjustment on Loans Receivable at Fair Value	$	(668)		$	12,369		$	(13,037)	*
Fair value mark-to-market adjustment on asset-backed notes at fair value	(1,429)			(7,885)			6,456		*
Fair value mark-to-market adjustment on derivatives	1,248			432			816		*
Total fair value mark-to-market adjustment	(849)			4,916			(5,765)		*
Charge-offs, net of recoveries on Loans Receivable at Fair Value	(84,894)			(81,293)			(3,601)		*
Net settlements on derivative instruments	(151)			3,705			(3,856)		*

Total net decrease in fair value	$	(85,894)		$	(72,672)		$	(13,222)	*
Percentage of total revenue:
Fair value mark-to-market adjustment	(0.4)		%	2.1		%
Charge-offs, net of recoveries on Loans Receivable at Fair Value	(37.1)		%	(34.5)		%
Total net increase (decrease) in fair value	(37.5)		%	(32.4)		%
Discount rate	6.24		%	7.69		%
Remaining cumulative charge-offs	12.29		%	11.83		%
Average life in years	1.06			1.10

* Not meaningful

Net decrease in fair value for the three months ended March 31, 2026 was $85.9 million. This amount represents a total fair value mark-to-market decrease of $0.8 million on Loans Receivable at Fair Value, asset-backed notes, and our derivative assets. The total fair value mark-to-market adjustment consists of a $(0.7) million mark-to-market adjustment on Loans Receivable at Fair Value due to (a) an increase in remaining cumulative charge-offs from 12.28% as of December 31, 2025 to 12.29% as of March 31, 2026, offset by (b) a decrease in the discount rate from 6.26% as of December 31, 2025 to 6.24% as of March 31, 2026. The $1.4 million mark-to-market adjustment on asset-backed notes is due to falling rates and narrowing asset-backed securitization spreads.

Net decrease in fair value for the three months ended March 31, 2025 was $72.7 million. This amount represents a total fair value mark-to-market increase of $4.9 million on Loans Receivable at Fair Value, asset-backed notes, and our derivative assets. The total fair value mark-to-market adjustment consists of a $12.4 million mark-to-market adjustment on Loans Receivable at Fair Value due to (a) a decrease in the discount rate from 7.92% as of December 31, 2024 to 7.69% as of March 31, 2025, offset by (b) a decrease in average life from 1.11 years as of December 31, 2024 to 1.10 years as of March 31, 2025 and (c) an increase in remaining cumulative charge-offs from 11.68% as of December 31, 2024 to 11.83% as of March 31, 2025. The $(7.9) million mark-to-market adjustment on asset-backed notes is due to falling rates and narrowing asset-backed securitization spreads.

See Item 1A. Risk Factors for further discussion of the risks associated with our fair value elections on our financial statements.

Charge-offs, net of recoveries


	Three Months Ended March 31,						Period-to-period Change
(in thousands, except percentages)	2026			2025			$		%


Total charge-offs, net of recoveries	$	84,894		$	81,293		$	3,601	4.4	%
Average Daily Principal Balance	$	2,721,575		$	2,705,218		$	16,357	0.6	%
Annualized Net Charge-Off Rate	12.7		%	12.2		%

Charge-Offs, net of recoveries increased by $3.6 million for the three months ended March 31, 2026. The Annualized Net Charge-Off Rate increase was primarily attributable to a higher percentage of new loan disbursements in the fourth quarter of 2024 and the first and second quarters of 2025. Consistent with our charge-off policy, we evaluate our loan portfolio and charge a loan off at the earlier of when the loan is determined to be uncollectible or when the loan is 120 days contractually past due. We employ collection strategies and tools to help members make ongoing payments against their loans, with new efforts launched that: expanded the frequency and content of our digital and telephony communications; broadened eligibility for collection tools that help members address payment difficulties; and eased member access to those collection tools via new online and mobile app self-enrollment capability, supported by a new collections strategy system that enables centralized, faster, and more-targeted application of strategies.

Operating expenses

Operating expenses consist of technology and facilities, sales and marketing, personnel, outsourcing and professional fees, and general, administrative and other expenses. We anticipate operating expenses to be substantially flat in 2026 as compared to 2025.

Technology and facilities

Technology and facilities expense is the largest segment of our operating expenses, representing the costs required to build and maintain our multi-channel platform, and consists of three components. The first component comprises costs associated with our technology, engineering, information security, cybersecurity, platform development, maintenance, and end user services, including fees for consulting, legal and other services as a result of our efforts to grow our business, as well as personnel expenses. The second component includes rent for retail and corporate locations, utilities, insurance, telephony costs, property taxes, equipment rental expenses, licenses and fees, and depreciation and amortization. Lastly, the third component includes all software licenses, subscriptions, and technology service costs to support our corporate operations, excluding sales and marketing.


	Three Months Ended March 31,						Period-to-period Change
(in thousands, except percentages)	2026			2025			$		%
Technology and facilities	$	34,140		$	36,437		$	(2,297)	(6.3)	%
Percentage of total revenue	14.9		%	15.4		%

Technology and facilities expense decreased by $2.3 million, or 6.3%, from $36.4 million for the three months ended March 31, 2025 to $34.1 million for the three months ended March 31, 2026. The decrease is primarily due to a $2.1 million decrease driven by reduced amortization costs in internally developed software.

Sales and marketing

Sales and marketing expenses consist of two components and represents the costs to acquire our members. The first component is comprised of the expense to acquire a member through various paid marketing channels including direct mail, digital marketing, and brand marketing. The second component is comprised of the costs associated with our telesales, lead generation and retail operations, including personnel expenses, but excluding costs associated with retail locations.


	Three Months Ended March 31,						Period-to-period Change
(in thousands, except percentages and CAC)	2026			2025			$		%
Sales and marketing	$	15,949		$	19,882		$	(3,933)	(19.8)	%
Percentage of total revenue	7.0		%	8.4		%
Customer Acquisition Cost (“CAC”)	$	134		$	139		$	(5)	(3.6)	%

Sales and marketing expense to acquire our members decreased by $3.9 million, or 19.8%, from $19.9 million for the three months ended March 31, 2025 to $15.9 million for the three months ended March 31, 2026. The decrease was primarily attributable to a decrease in our direct mail marketing. As a result of our decrease in sales and marketing expense during the three months ended March 31, 2026, our CAC decreased by 3.6%, from $139 for the three months ended March 31, 2025 to $134 for the three months ended March 31, 2026.

Personnel

Personnel expense represents compensation and benefits that we provide to our employees, and include salaries, wages, bonuses, commissions, related employer taxes, medical and other benefits provided and stock-based compensation expense for all of our staff with the exception of our telesales, lead generation, and retail operations which are included in sales and marketing expenses, and technology which is included in technology and facilities.


	Three Months Ended March 31,						Period-to-period Change
(in thousands, except percentages)	2026			2025			$		%
Personnel	$	25,528		$	20,965		$	4,563	21.8	%
Percentage of total revenue	11.2		%	8.9		%

Personnel expense increased by $4.6 million, or 21.8%, from $21.0 million for the three months ended March 31, 2025 to $25.5 million for the three months ended March 31, 2026 primarily due to CEO transition costs and increased wages and salaries driven by increased headcount related to internal collections.

Outsourcing and professional fees

Outsourcing and professional fees consist of costs for various third-party service providers and contact center operations, primarily for the sales, customer service, collections and store operation functions. Professional fees also include the cost of legal and audit services, credit reports, recruiting, cash transportation, collection services and fees and consultant expenses. Direct loan origination expenses related to application processing are expensed when incurred. In addition, outsourcing and professional fees include any financing expenses, including legal and underwriting fees, related to our asset-backed notes at fair value.


	Three Months Ended March 31,						Period-to-period Change
(in thousands, except percentages)	2026			2025			$		%
Outsourcing and professional fees	$	8,704		$	8,012		$	692	8.6	%
Percentage of total revenue	3.8		%	3.4		%

Outsourcing and professional fees increased by $0.7 million, or 8.6%, from $8.0 million for the three months ended March 31, 2025 to $8.7 million for the three months ended March 31, 2026 primarily due to additional credit reporting services, such as income verification and fraud detection.

General, administrative and other

General, administrative and other expense includes non-compensation expenses for employees, who are not a part of the technology and sales and marketing organization, which include travel, lodging, meal expenses, political and charitable contributions, office supplies, printing and shipping. Also included are franchise taxes, bank fees, foreign currency gains and losses, transaction gains and losses, litigation reserve, acquisition-related expenses, and shareholder activism.


	Three Months Ended March 31,						Period-to-period Change
(in thousands, except percentages)	2026			2025			$		%
General, administrative and other	$	7,009		$	7,374		$	(365)	(4.9)	%
Percentage of total revenue	3.1		%	3.1		%

General, administrative and other expense decreased by $0.4 million, or 4.9%, from $7.4 million for the three months ended March 31, 2025 to $7.0 million for the three months ended March 31, 2026.

Income taxes

Income taxes consist of U.S. federal, state and foreign income taxes, if any. For the periods ended March 31, 2026 and 2025, we recognized tax expense attributable to U.S. federal, state and foreign income taxes.


	Three Months Ended March 31,						Period-to-period Change
(in thousands, except percentages)	2026			2025			$		%
Income tax expense	$	1,216		$	3,392		$	(2,176)	(64.2)	%
Percentage of total revenue	0.5		%	1.4		%
Effective tax rate	34.1		%	25.8		%

Income tax expense decreased by $2.2 million, from $3.4 million for the three months ended March 31, 2025 to $1.2 million for the three months ended March 31, 2026, primarily due to lower pretax income for the three months ended March 31, 2026.

Valuation Allowance. As of March 31, 2026, we have $65.4 million of U.S. net deferred tax assets, of which $64.6 million is related to the tax-effected net operating losses, tax credits, and other carryforwards that can be used to offset future U.S. taxable income. Certain of these carryforwards will expire if they are not used within a specified timeframe. At this time, we consider it more likely than not that we will have sufficient U.S. taxable income in the future that will allow us to realize these net deferred tax assets. However, it is possible that some, or all, of these tax attributes could ultimately expire unused. Therefore, if we are unable to generate sufficient U.S. taxable income from our operations, a valuation allowance to reduce the U.S. net deferred tax assets may be required, which would materially increase income tax expense in the period in which the valuation allowance is recorded.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. We are currently assessing its impact on our consolidated financial statements.

See Note 2, Summary of Significant Accounting Policies, and Note 13, Income Taxes, of the Notes to the Condensed Consolidated Financial Statements (Unaudited) included elsewhere in this report for further discussion on our income taxes.

Fair Value Estimate Methodology for Loans Receivable at Fair Value

Summary

Fair value is an electable option under GAAP to account for any financial instruments, including loans receivable and debt. It differs from amortized cost accounting in that loans receivable and debt are recorded on the balance sheet at fair value rather than on a cost basis. Under the fair value option credit losses are recognized through income as they are incurred rather than through the establishment of an allowance and provision for losses. The fair value of instruments under this election is updated at the end of each reporting period, with changes since the prior reporting period reflected in the Condensed Consolidated Statements of Operations (Unaudited) as net increase (decrease) in fair value which impacts Net Revenue. Changes in interest rates, credit spreads, realized and projected credit losses and cash flow timing will lead to changes in fair value and therefore impact earnings. These changes in the fair value of the Loans Receivable at Fair Value may be partially offset by changes in the fair value of the asset-backed notes where the fair value option has been elected, depending upon the relative duration of the instruments.

Fair Value Estimate Methodology for Loans Receivable at Fair Value

We calculate the fair value of Loans Receivable at Fair Value using a model that projects and discounts expected cash flows. The fair value is a function of:

•Portfolio yield;

•Average life;

•Prepayments;

•Remaining cumulative charge-offs; and

•Discount rate.

Portfolio yield is the expected interest and fees collected from the loans as an annualized percentage of outstanding principal balance. Portfolio yield is based upon (a) the contractual interest rate, reduced by expected delinquencies and interest charge-offs and (b) late fees, net of late fee charge-offs based upon expected delinquencies. Origination fees are not included in portfolio yield for personal loans since they are recognized into income at origination.

Average life is the time-weighted average of expected principal payments divided by outstanding principal balance. The timing of principal payments is based upon the contractual amortization of loans, adjusted for the impact of prepayments, Good Customer Program refinances, and charge-offs.

For personal loans, prepayments are the expected remaining cumulative principal payments that will be repaid earlier than contractually required over the life of the loan, divided by the outstanding principal balance.

Remaining cumulative charge-offs is the expected net principal charge-offs over the remaining life of the loans, divided by the outstanding principal balance.

For personal loans, the discount rate is determined by using the Weighted Average Capital Cost, which was calculated using the Capital Asset Pricing Model method, also considering several components of financing, debt and equity.

Non-GAAP Financial Measures

We believe that the provision of non-GAAP financial measures in this report, including Adjusted EBITDA, Adjusted Net Income, Adjusted EPS, Adjusted Operating Expense, Adjusted Operating Expense Ratio, and Adjusted Return on Equity, can provide useful measures for period-to-period comparisons of our core business and useful information to investors and others in understanding and evaluating our operating results. However, non-GAAP financial measures are not calculated in accordance with United States generally accepted accounting principles, or GAAP, and should not be considered as an alternative to any measures of financial performance calculated and presented in accordance with GAAP. There are limitations related to the use of these non-GAAP financial measures versus their most directly comparable GAAP measures, which include the following:

▪Other companies, including companies in our industry, may calculate these measures differently, which may reduce their usefulness as a comparative measure.

▪These measures do not consider the potentially dilutive impact of stock-based compensation.

▪Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements.

▪Although the fair value mark-to-market adjustment is a non-cash adjustment, it does reflect our estimate of the price a third party would pay for our loans receivable held for investment or our asset-backed notes.

▪Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us.

Reconciliations of non-GAAP to GAAP measures can be found below.

Adjusted EBITDA

We define Adjusted EBITDA as our net income, adjusted to eliminate the effect of certain items as described below. We believe that Adjusted EBITDA is an important measure because it allows management, investors and our Board to evaluate and compare operating results, including return on capital and operating efficiencies, from period to period, by making the adjustments described below. In addition, it provides a useful measure for period-to-period comparisons of our business, as it removes the effect of income taxes, certain non-cash items, variable charges and timing differences.

•We believe it is useful to exclude the impact of income tax expense, as reported, because historically it has included irregular income tax items that do not reflect ongoing business operations.

•We believe it is useful to exclude depreciation and amortization and stock-based compensation expense because they are non-cash charges.

•We believe it is useful to exclude the impact of interest expense associated with our corporate financing facilities, including the senior secured term loan and the residual financing facility, as we view this expense as related to our capital structure rather than our funding.

•We exclude the impact of certain non-recurring charges because we do not believe that these items reflect ongoing business operations. Other non-recurring charges include litigation reserve, impairment charges, workforce optimization expenses, shareholder activism costs, debt amendment, extinguishment, and warrant amortization costs.

•We also exclude fair value mark-to-market adjustments on the loans receivable portfolio and asset-backed notes carried at fair value because these adjustments do not impact cash.


Components of Fair Value Mark-to-Market Adjustment (in thousands)	Three Months Ended March 31,
	2026		2025
Fair value mark-to-market adjustment on Loans Receivable at Fair Value (1)	$	(668)	$	12,369
Fair value mark-to-market adjustment on asset-backed notes	(1,429)		(7,885)
Fair value mark-to-market adjustment on derivatives	1,248		432
Total fair value mark-to-market adjustment	$	(849)	$	4,916

(1) The fair value mark-to-market adjustment on Loans Receivable at Fair Value excludes mark-to-market adjustments associated with loans sold. See the section titled Net decrease in fair value in the Results of Operations section for additional information regarding the fair value mark on loans sold.

The following table presents a reconciliation of net income to Adjusted EBITDA for the three months ended March 31, 2026 and 2025:


	Three Months Ended March 31,
Adjusted EBITDA (in thousands)	2026		2025
Net income	$	2,345	$	9,767
Adjustments:

Income tax expense	1,216		3,392

Interest on corporate financing	6,970		9,729
Depreciation and amortization	9,000		11,068
Stock-based compensation expense	2,968		2,831





Other non-recurring charges (1)	6,012		1,662
Fair value mark-to-market adjustment	849		(4,916)
Adjusted EBITDA	$	29,360	$	33,533

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

Adjusted Net Income

We define Adjusted Net Income as net income adjusted to eliminate the effect of certain items as described below. We believe that Adjusted Net Income is an important measure of operating performance because it allows management, investors, and our Board to evaluate and compare our operating results, including return on capital and operating efficiencies, from period to period, excluding the after-tax impact of non-cash, stock-based compensation expense and certain non-recurring charges.

•We believe it is useful to exclude the impact of income tax expense (benefit), as reported, because historically it has included irregular income tax items that do not reflect ongoing business operations. We also include the impact of normalized income tax expense by applying a normalized statutory tax rate.

•We believe it is useful to exclude the impact of certain non-recurring charges because we do not believe that these items reflect our ongoing business operations. Other non-recurring charges include litigation reserve, impairment charges, workforce optimization expenses, shareholder activism costs, debt amendment, extinguishment and warrant amortization costs.

•We believe it is useful to exclude stock-based compensation expense because it is a non-cash charge.

•We also exclude the fair value mark-to-market adjustment on our asset-backed notes carried at fair value to align with the 2023 accounting policy decision to account for new debt financings at amortized cost.

The following table presents a reconciliation of net income to Adjusted Net Income for the three months ended March 31, 2026 and 2025:


	Three Months Ended March 31,
Adjusted Net Income (in thousands)	2026			2025
Net income	$	2,345		$	9,767
Adjustments:

Income tax expense	1,216			3,392

Stock-based compensation expense	2,968			2,831




Other non-recurring charges (1)	6,012			1,662

Mark-to-market adjustment on asset-backed notes	1,429			7,885
Adjusted income before taxes	13,970			25,537
Normalized income tax expense	3,772			6,895
Adjusted Net Income	$	10,198		$	18,642
Income tax rate (2)	27.0		%	27.0		%

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

(2) Income tax rate for the three months ended March 31, 2026 and 2025 is based on a normalized statutory rate.

Adjusted Earnings Per Share (“Adjusted EPS”)

Adjusted Earnings Per Share is a non-GAAP financial measure that allows management, investors, and our Board to evaluate the operating results, operating trends, and profitability of the business in relation to diluted adjusted weighted-average shares outstanding.

The following table presents a reconciliation of diluted EPS to Diluted Adjusted EPS for the three months ended March 31, 2026 and 2025. For the reconciliation of net income to Adjusted Net Income, see the immediately preceding table “Adjusted Net Income.”


	Three Months Ended March 31,
(in thousands, except share and per share data)	2026		2025
Diluted earnings per share	$	0.05	$	0.21
Adjusted EPS
Adjusted Net Income	$	10,198	$	18,642

Basic weighted-average common shares outstanding	47,436,155		45,496,705

Weighted average effect of dilutive securities:
Stock options	—		—
Restricted stock units	1,062,608		1,541,094

Diluted adjusted weighted-average common shares outstanding	48,498,763		47,037,799
Adjusted Earnings Per Share	$	0.21	$	0.40

Return on Equity and Adjusted Return on Equity

We define Adjusted Return on Equity as annualized Adjusted Net Income divided by average stockholders’ equity. Average stockholders’ equity is an average of the beginning and ending stockholders’ equity balance for each period. We believe Adjusted Return on Equity is an important measure because it allows management, investors and our Board to evaluate the profitability of the business in relation to stockholders’ equity and how efficiently we generate income from stockholders' equity.

The following table presents a reconciliation of Return on Equity to Adjusted Return on Equity as of and for the three months ended March 31, 2026 and 2025. For the reconciliation of net income to Adjusted Net Income, see the immediately preceding table “Adjusted Net Income.”


	As of or for the Three Months Ended March 31,
(in thousands)	2026			2025
Return on Equity	2.4		%	11.0		%
Adjusted Return on Equity
Adjusted Net Income	$	10,198		$	18,642
Average stockholders' equity	$	393,183		$	359,954
Adjusted Return on Equity	10.5		%	21.0		%

Adjusted Operating Expense and Adjusted Operating Expense Ratio

We define Adjusted Operating Expense as total operating expenses adjusted to exclude stock-based compensation expense and certain non-recurring charges. Other non-recurring charges include litigation reserve, impairment charges, workforce optimization expenses, shareholder activism costs, and debt amendment costs. We define Adjusted Operating Expense Ratio as Adjusted Operating Expense divided by Average Daily Principal Balance. We believe Adjusted Operating Expense is an important measure because it allows management, investors and our Board to evaluate and compare its operating costs from period to period, excluding the impact of non-cash, stock-based compensation expense and certain non-recurring charges. We believe Adjusted Operating Expense Ratio is an important measure because they allow management, investors and our Board to evaluate how efficiently we are managing costs relative to revenue and Average Daily Principal Balance.

The following table presents a reconciliation of Operating Expense to Adjusted Operating Expense and Operating Expense Ratio to Adjusted Operating Expense Ratio for the three months ended March 31, 2026 and 2025:


	As of or for the Three Months Ended March 31,
(in thousands)	2026			2025
Operating Expense Ratio	13.6		%	13.9		%
Adjusted Operating Expense Ratio


Total operating expense	91,330			92,670

Stock-based compensation expense	(2,968)			(2,831)





Other non-recurring charges (1)	(3,124)			(925)
Total adjusted operating expenses	$	85,238		$	88,914

Average Daily Principal Balance	$	2,721,575		$	2,705,218

Adjusted Operating Expense Ratio	12.7		%	13.3		%

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

Liquidity and Capital Resources

To date, we fund the majority of our operating liquidity and operating needs through a combination of cash flows from operations, securitizations, secured borrowings, Corporate Financing and structured and whole loan sales. We may utilize these or other sources in the future. Our material cash requirements relate to funding our lending activities, our debt service obligations, our operating expenses, and investments in the long-term growth of the Company.

We generally target liquidity levels to support at least twelve months of our expected net cash outflows, including new originations, without access to our Corporate Financing facility or equity markets. Elevated and fluctuating interest rates, credit trends and other macroeconomic and geopolitical conditions could continue to have an impact on market volatility which could adversely impact our business, liquidity, and capital resources. Future decreases in cash flows from operations resulting from delinquencies, defaults, and losses would decrease the cash available for the capital uses described above. We may incur additional indebtedness or issue equity in order to meet our capital spending and liquidity requirements, as well as to fund growth opportunities that we may pursue.

The following table summarizes our total liquidity reserves:


	March 31, 2026
(in thousands)	Total capacity		Amount borrowed/utilized		Remaining available capacity
Cash and cash equivalents	$	130,384	N/A		$	130,384
Restricted cash	79,470		N/A		79,470
Secured financing	1,139,091		217,420		921,671
Whole loan forward flow agreements	50,000		16,911		33,089
Total liquidity	$	1,398,945	$	234,331	$	1,164,614

Cash and cash flows

The following table summarizes our cash and cash equivalents, restricted cash and cash flows for the periods indicated:


	Three Months Ended March 31,
(in thousands)	2026		2025
Cash, cash equivalents and restricted cash	$	209,854	$	230,973
Cash provided by (used in)
Operating activities	103,729		100,977
Investing activities	7,982		(55,520)
Financing activities	(100,791)		(29,109)

Our cash is held for working capital purposes and originating loans. Our restricted cash principally represents collections held in our securitizations and is applied currently after month-end to pay principal, interest expense, and satisfy any amount due to whole loan buyers with any excess amounts returned to us.

Operating Activities

Our net cash provided by operating activities was $103.7 million and $101.0 million for the three months ended March 31, 2026 and 2025, respectively. Cash flows from operating activities primarily include net income or losses adjusted for (i) non-cash items included in net income or loss, including depreciation and amortization expense, goodwill impairment charges, fair value adjustments, net, origination fees for loans at fair value, net, gain on loan sales, stock-based compensation expense and deferred tax provision, net, (ii) originations of loans sold and held for sale, and proceeds from sale of loans and (iii) changes in the balances of operating assets and liabilities, which can vary significantly in the normal course of business due to the amount and timing of various payments. The $2.8 million increase in our net cash provided by operating activities is primarily driven by a $13.2 million increase in our fair value adjustment, net, $11.6 million increase in our origination fees for Loans Receivable at Fair Value, net, and $6.5 million increase in our originations of loans sold and held for sale. These were partially offset by $8.2 million decrease due to proceeds from the sale of loans, a $7.4 million decrease in our net income, $5.9 million decrease relating to our change in Other Assets, $3.9 million decrease from our accrued compensations costs, $1.6 million decrease due to our deferred tax asset position, and $1.5 million decrease in Right of Use Assets.

Investing Activities

Our net cash provided by investing activities was $8.0 million for the three months ended March 31, 2026 and net cash used in investing activities was $55.5 million for the three months ended March 31, 2025. Our investing activities consist primarily of loan originations and loan repayments. We invest in purchases of property and equipment and incur system development costs. Purchases of property and equipment, and capitalization of system development costs may vary from period to period due to the timing of the expansion of our operations, the addition of employee headcount and the development cycles of our system development. The change in our net cash provided by investing activities is primarily due to $63.8 million higher originations and purchases of loans held for investment.

Financing Activities

Our net cash used in financing activities was $100.8 million and $29.1 million for the three months ended March 31, 2026 and 2025, respectively. For the three months ended March 31, 2026, net cash used in financing activities was primarily driven by amortization payments on our Asset-backed borrowings at amortized cost, asset-backed notes at fair value, partially offset by borrowings under our Asset-backed borrowings at amortized cost and net borrowings on our secured financing.

Sources of Funds

Debt and Available Credit

Asset-Backed Securitizations

As of March 31, 2026, we had $2.2 billion of outstanding asset-backed notes. Our securitizations utilize special purpose entities which are also VIEs that meet the requirements to be consolidated in our financial statements. For more information regarding our VIEs and asset-backed securitizations, see Note 4, Variable Interest Entities and Note 8, Borrowings, respectively, of the Notes to the Condensed Consolidated Financial Statements (Unaudited) included elsewhere in this report.

Our ability to utilize our asset-backed securitizations as described herein is subject to compliance with various requirements including eligibility criteria for the loan collateral and covenants and other requirements. As of March 31, 2026, we were in compliance with all covenants and requirements of all our asset-backed notes.

Secured Financings

As of March 31, 2026, we had Secured Financings with warehouse lines of $1,139.1 million in the aggregate with undrawn capacity of $921.7 million. Our ability to utilize our Secured Financing facilities as described herein is subject to compliance with various requirements, including eligibility criteria for collateral, concentration limits for our collateral pool, and covenants and other requirements.

On October 14, 2025, in connection with the closing of the Personal Loan Warehouse IV Facility (PLW IV), Oportun PLW IV Trust, a subsidiary of the Company, entered into a loan and security agreement with certain lenders and Wilmington Trust, National Association as collateral agent, administrative agent, paying agent, securities intermediary and depositary bank. The PLW IV Facility has a revolving period ending in

October 2028 and a borrowing capacity of $246.8 million. Borrowings under the loan and security agreement accrue interest at a rate equal to Term SOFR plus a weighted average spread of 2.56%. The advance rate for the PLW IV Facility is 95.0%, subject to certain triggers that could lower the advance rate to 92.0%.

On April 2, 2025, in connection with the closing of the Personal Loan Warehouse III Facility (PLW III), Oportun PLW III Trust, a subsidiary of the Company, entered into a loan and security agreement with certain lenders and Wilmington Trust, National Association as collateral agent, administrative agent, paying agent, securities intermediary and depositary bank. The PLW III Facility has a revolving period ending in April 2027 and a borrowing capacity of $187.5 million. Borrowings under the loan and security agreement accrued interest at a rate equal to Term SOFR plus a weighted average spread up to 3.18%. The advance rate for the PLW III Facility is 95.0%, subject to certain triggers that could lower the advance rate to 92.0%. On October 8, 2025, the PLW III Facility was amended. Prior to the amendment, borrowings under the loan and security agreement accrued interest at a rate equal to Term SOFR plus a weighted average spread up to 3.34%.

On August 5, 2024, in connection with the closing of the Personal Loan Warehouse II Facility (PLW II), Oportun PLW II Trust, a subsidiary of the Company, entered into a loan and security agreement with certain lenders and Wilmington Trust, National Association as collateral agent, administrative agent, paying agent, securities intermediary and depositary bank. The PLW II Facility has a revolving period ending in August 2027 and a borrowing capacity of $337.1 million. Borrowings under the loan and security agreement accrued interest at a rate equal to Term SOFR plus a weighted average spread of 2.76%. The advance rate for the PLW II Facility is 95.0%, subject to certain triggers that could lower the advance rate to 92.0%. On October 8, 2025, the PLW II Facility was amended. Prior to the amendment, borrowings under the loan and security agreement accrued interest at a rate equal to Term SOFR plus a weighted average spread of 3.07%.

On September 8, 2021, in connection with the closing of the Personal Loan Warehouse Facility (PLW), Oportun PLW Trust, a subsidiary of the Company, entered into a loan and security agreement with certain lenders and Wilmington Trust, National Association as collateral agent, administrative agent, paying agent, securities intermediary and depositary bank. The PLW Facility has a revolving period ending in September 2027, and a borrowing capacity of $367.7 million. Borrowings under the loan and security agreement accrue interest at a rate equal to Term SOFR plus a weighted average spread of 2.84%. The advance rate for the PLW Facility is 95.0%, subject to certain triggers that could lower the advance rate to 92.0%. The PLW Facility was amended in prior years, and most recently on October 10, 2025. Prior to the most recent amendment, the PLW Facility had a revolving period ending in September 2026; a borrowing capacity of $429.0 million, and borrowings accrued interest at a rate equal to, Term SOFR plus a weighted average spread of 3.35%.

Asset-Backed Borrowings at Amortized Cost

On February 9, 2026, we issued $485.0 million of Series 2026-A asset-backed notes secured by a pool of our unsecured and secured personal installment loans (the “2026-A Securitization”). The 2026-A Securitization included five classes of fixed rate notes. The notes were offered and sold in a private placement in reliance on Rule 144A under the U.S. Securities Act of 1933, as amended, and were priced with a weighted average yield of 5.32% per annum and a weighted average coupon of 5.25% per annum.

On February 9, 2026, we redeemed series 2025-A asset-backed notes in the amount of $425.1 million. The asset-backed notes were carried at amortized cost, and the unamortized costs were recognized in the Condensed Consolidated Statements of Operations (Unaudited) as part of the interest expense.

On January 8, 2026, we redeemed series 2024-1 asset-backed notes in the amount of $28.7 million. The asset-backed notes were carried at amortized cost, and the unamortized costs were recognized in the Condensed Consolidated Statements of Operations (Unaudited) as part of the interest expense.

On October 17, 2025, we issued $441.2 million of Series 2025-D asset-backed notes secured by a pool of its unsecured and secured personal installment loans (the “2025-D Securitization”). The 2025-D Securitization included five classes of fixed rate notes. The notes were offered and sold in a private placement in reliance on Rule 144A under the U.S. Securities Act of 1933, as amended, and were priced with a weighted average yield of 5.77% per annum and a weighted average coupon of 5.69% per annum.

On August 21, 2025, we issued $538.5 million of Series 2025-C asset-backed notes secured by a pool of unsecured and secured personal installment loans (the "2025-C Securitization"). The 2025-C Securitization included five classes of fixed rate notes. The notes were offered and sold in a private placement in reliance on Rule 144A under the U.S. Securities Act of 1933, as amended, and were priced with a weighted average yield of 5.29% per annum and weighted average coupon of 5.23% per annum.

On June 5, 2025, we issued $439.3 million of Series 2025-B asset-backed notes secured by a pool of unsecured and secured personal installment loans (the "2025-B Securitization"). The 2025-B Securitization included five classes of fixed rate notes. The notes were offered and sold in a private placement in reliance on Rule 144A under the U.S. Securities Act of 1933, as amended, and were priced with a weighted average yield of 5.67% per annum and weighted average coupon of 5.57% per annum.

On January 16, 2025, we issued $425.1 million of Series 2025-A asset-backed notes secured by a pool of our unsecured and secured personal installment loans (the "2025-A Securitization"). The 2025-A Securitization included five classes of fixed rate notes. The notes were offered and sold in a private placement in reliance on Rule 144A under the U.S. Securities Act of 1933, as amended, and were priced with a weighted average yield of 6.95% per annum and weighted average coupon of 6.15% per annum.

On August 29, 2024, we issued $223.3 million of series 2024-2 asset-backed notes secured by a pool of our unsecured and secured personal installment loans (the "2024-2 Securitization"). The 2024-2 Securitization included four classes of fixed rate notes. The notes were offered and sold in a private placement in reliance on Rule 144A under the U.S. Securities Act of 1933, as amended, and were priced with a weighted average yield of 8.22% per annum and weighted average coupon of 8.07% per annum.

On February 13, 2024, we issued $199.5 million of Series 2024-1 asset-backed notes secured by a pool of our unsecured and secured personal installment loans (the "2024-1 Securitization"). The 2024-1 Securitization included four classes of fixed rate notes. The notes were offered and sold in a private placement in reliance on Rule 144A under the U.S. Securities Act of 1933, as amended, and were priced with a weighted average yield of 8.60% per annum and weighted average coupon of 8.43% per annum.

On October 19, 2023, we entered into a Receivables Loan and Security Agreement (the “Receivables Loan and Security Agreement”) 2023-A, pursuant to which the Company borrowed $197.4 million. Borrowings under the Receivables Loan and Security Agreement accrue interest at a weighted average interest rate equal to 10.05%. On November 10, 2025, we redeemed the 2023-A financing transaction. The financing was carried at amortized cost, and the unamortized costs were recognized in the Condensed Consolidated Statements of Operations (Unaudited) as part of the Interest Expense.

On August 3, 2023 and April 26, 2024, we entered into separate forward flow whole loan sale agreements with institutional investors to sell up to $400.0 million and $150.0 million of personal loan originations, respectively. No loans were transferred under either agreement during the three months ended March 31, 2026, as our sale commitments had been previously satisfied, but we do continue to service any loans transferred. Although each arrangement is structured as a whole loan sale and we would continue to service any loans transferred, the transfers do not qualify as sales for accounting purposes. As a result, the related loan assets remain on our balance sheet and the cash proceeds are recorded as secured borrowings within asset-backed borrowings at amortized cost, with interest expense recognized over the term.

Corporate Financing

We previously entered into the Original Credit Agreement, as defined below, which provided for a senior secured term loan with an initial borrowing capacity of up to $150.0 million and was subsequently amended to increase total borrowing capacity by up to an additional $75.0 million and modify certain terms (including the interest rate structure and certain covenant and repayment provisions). On November 14, 2024, the Original Credit Agreement (as amended) was terminated and the outstanding term loan was repaid in full in connection with the Credit Agreement described below.

On October 23, 2024, we entered into a Credit Agreement with certain affiliates of Neuberger and McLaren Harbor LLC as lenders, and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent, pursuant to which we borrowed $235 million through a senior secured term loan (the “Credit Agreement” and the “Term Loan”). The Term Loan bears interest at (a) a cash rate of 12.50% per annum plus (b) an amount payable in cash or in kind, at our option, equal to 2.50% and is scheduled to mature on November 14, 2028. On November 14, 2024, we repaid in full the Original Credit Agreement, as amended. Certain prepayments under the Credit Agreement are subject to a prepayment premium. The obligations under the Credit Agreement are secured by our assets and certain of subsidiaries guaranteeing the loan, including pledges of the equity interests of certain subsidiaries that are directly or indirectly owned by us, subject to customary exceptions. The Credit Agreement contains several financial covenants; these covenants are included together with other customary affirmative and negative covenants (including reporting requirements), representations and warranties and events of default.

Under the Credit Agreement, we were required to repay a combined $12.5 million and $27.5 million of the Term Loan, prior to July 31, 2025 and January 31, 2026, respectively. As of March 31, 2026, we have fully repaid the required $12.5 million and $27.5 million of principal. In addition, the Company made additional prepayments of $20 million, not subject to a prepayment premium, and $10 million subject to a prepayment premium. Voluntary prepayment of the Term Loans in excess of certain thresholds and with certain other exceptions as set forth in the Credit Agreement, will be subject to a prepayment premium. As of December 31, 2025, the Company has made a total of $30.0 million of voluntary prepayments of principal, along with a total of $0.5 million in prepayment premiums. On April 1, 2026 and May 1, 2026, we made additional voluntary prepayments of $15.0 million each, which were subject to prepayment penalties totalling $1.5 million.

As of March 31, 2026, we were in compliance with all covenants and requirements on our outstanding debt and available credit. For more information regarding our Secured Financing and Corporate Financing, see Note 8, Borrowings of the Notes to the Condensed Consolidated Financial Statements (Unaudited) included elsewhere in this report.

Other loan sales

From time to time, we may enter into agreements to sell certain populations of our personal loans receivables, including non-performing loans originated as held for investment. For the three months ended March 31, 2026, we did not sell any such loans. For further information of these sales, see Note 5, Loans Held for Sale and Loans Sold of the Notes to the Condensed Consolidated Financial Statements (Unaudited) included elsewhere in this report.

Whole loan sales

In November 2022, we entered into a forward flow whole loan sale agreement with an institutional investor. Pursuant to this agreement, we have a commitment to sell a minimum of $2.0 million of our unsecured loan originations each month, with an option to sell up to $4.2 million each month, subject to certain eligibility criteria. The agreement is set to expire in December 2026, after being extended in December 2025.

In November 2023, we entered into a forward flow whole loan sale agreement with an institutional investor, under which we expect to sell approximately $100 million of our secured and unsecured personal loans in fiscal year 2026, subject to certain eligibility criteria. This agreement is scheduled to expire in November 2026.

The originations of loans sold and held for sale during the three months ended March 31, 2026 were $25.8 million. For further information on the whole loan sale transactions, see Note 5, Loans Held for Sale and Loans Sold of the Notes to the Condensed Consolidated Financial Statements (Unaudited) included elsewhere in this report.

Bank Partnership Program and Servicing Agreement

In August 11, 2020 we entered into a bank partnership program with Pathward, N.A., which was subsequently amended and restated, effective August 11, 2025. Under the program, we were obligated to purchase an increasing percentage of loans originated by Pathward, N.A. based on thresholds specified in the agreements. Per our September 26, 2025 agreement, we purchase 100% of Pathward originated loans and have purchased all loans previously owned by Pathward.

Contractual Obligations and Commitments

The material cash requirements for our contractual and other obligations primarily include those related our outstanding borrowings under our asset-backed notes, Secured Financing, corporate and retail leases, and purchase commitments for technology used in the business. See Note 8, Borrowings and Note 15, Leases, Commitments and Contingencies of the Notes to the Condensed Consolidated Financial Statements (Unaudited) included elsewhere in this report for more information.

Liquidity Risks

We believe that our existing cash balance, anticipated positive cash flows from operations and available borrowing capacity under our credit facilities will be sufficient to meet our anticipated cash operating expense and capital expenditure requirements through at least the next 12 months. We do not have any significant unused sources of liquid assets. If our available cash balances are insufficient to satisfy our liquidity requirements, we will seek additional debt or equity financing and we may have to take additional actions to decrease expenses, curtail the origination of loans, and our ability to continue to support our growth and to respond to challenges could be impacted. In a higher interest rate environment, our ability to issue additional equity or incur debt may be impaired and our borrowing costs may increase. If we raise additional funds through the issuance of additional debt, the agreements governing such debt could contain covenants that would restrict our operations and such debt would rank senior to shares of our common stock. The sale of equity may result in dilution to our stockholders and those securities may have rights senior to those of our common stock. We may require additional capital beyond our currently anticipated amounts and additional capital may not be available on reasonable terms, or at all.

Critical Accounting Policies and Significant Judgments and Estimates

Our Management's Discussion and Analysis of Financial Condition and Results of Operations is based on our condensed and consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures. In accordance with GAAP, we base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

There have been no material changes in our critical accounting policies from those disclosed in our Annual Report on Form 10-K dated December 31, 2025, filed with the Securities and Exchange Commission on February 27, 2026, as amended ("2025 Form 10-K"), under the heading Management's Discussion and Analysis of Financial Condition and Results of Operations. For additional information about our critical accounting policies and estimates, see the disclosure included in our 2025 Form 10-K.

Recently Issued Accounting Pronouncements

See Note 2, Summary of Significant Accounting Policies of the Notes to the Condensed Consolidated Financial Statements (Unaudited) included elsewhere in this report for a discussion of recent accounting pronouncements and future application of accounting standards.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a "Smaller Reporting Company" as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q. This evaluation was conducted under the supervision of, and with the participation of our management, including our Chief Executive Officer and our Principal Financial and Principal Accounting Officer. Based on our evaluation, our Chief Executive Officer and our Principal Financial and Principal Accounting Officer concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective at the reasonable assurance level.

Inherent Limitations on Effectiveness of Controls

There are inherent limitations to the controls and effectiveness of any system of disclosure controls and procedures. These limitations include the possibility of human error, the circumvention or overriding of the controls and procedures and reasonable resource constraints. In addition, because we have designed our system of controls based on certain assumptions, which we believe are reasonable, about the likelihood of future events, our system of controls may not achieve its desired purpose under all possible future conditions. Accordingly, our disclosure controls and procedures provide reasonable assurance, but not absolute assurance, of achieving their objectives.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act) during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II ‑ OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may bring or be subject to other legal proceedings and claims in the ordinary course of business, including legal proceedings with third parties asserting infringement of their intellectual property rights, consumer litigation, and regulatory proceedings. Other than as described in this report, we are not presently a party to any legal proceedings that, if determined adversely to us, we believe would individually or taken together have a material adverse effect on our business, financial condition, cash flows or results of operations.

Item 1A. Risk Factors

Investing in our common stock involves a high degree of risk. Any of the following risks could have an adverse effect on our business, financial condition, liquidity, results of operations and prospects. These risks could cause the trading price of our common stock to decline, which could cause you to lose all or part of your investment. You should carefully consider these risks, all of the other information in this report, including our condensed and consolidated financial statements, the notes thereto and the sections entitled “Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and general economic and business risks before making a decision to invest in our common stock. While we believe the risks described below include all material risks currently known by us, it is possible that these may not be the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations.

Summary of Risk Factors

See the following principal risks and other risks that may make an investment in our common stock speculative or risky:

Business, Financial and Operational Risks

•If we do not compete effectively in our target markets, our results of operations could be harmed.

•We may not be able to effectively manage the growth of our business.

•Our business may be adversely affected by disruptions in the credit markets and changes to interest rates on our borrowings.

•We currently rely on Pathward to originate a substantial portion of our loans. If our relationship with Pathward terminates, or if Pathward were to suspend, limit, or cease its operations or loan origination activities for any reason, and we are unable to engage another originating bank partner on a timely basis or at all, our business, results of operations and financial condition would be materially and adversely affected.

•Our results of operations and future prospects depend on our ability to retain existing members and attract new members.

•We have elected the fair value option and we use estimates in determining the fair value of our loans and our asset-backed notes. If our estimates prove incorrect, we may be required to write down the value of these assets or write up the value of these liabilities, which could adversely affect our results of operations.

•Our current level of interest rate spread may decline in the future. Any material reduction in our interest rate spread could adversely affect our results of operations.

•Our results of operations and financial condition and our borrowers’ ability to make payments on their loans have been and may be adversely affected by economic conditions and other factors that we cannot control.

•Our risk management efforts may not be effective, which may expose us to market risks that harm our results of operations.

•We may change our corporate strategies or underwriting and servicing practices, which may adversely affect our business.

•We rely extensively on models in managing many aspects of our business. If our models contain errors or are otherwise ineffective, our business could be adversely affected.

•If we are unable to collect payments and service the loans we make to members, our net charge-off rates may exceed expected loss rates, and our business and results of operations may be harmed.

•Our quarterly results are likely to fluctuate significantly and may not fully reflect the underlying performance of our business.

•We are, and intend in the future to continue, developing our financial products and services, and our failure to accurately predict their demand or growth could have an adverse effect on our business.

•The success and growth of our business depends upon our ability to continuously innovate and develop our products and technologies.

•Stockholder activism could disrupt our business, cause us to incur significant expenses, hinder execution of our business strategy, and impact our stock price.

•Negative publicity or public perception of our company or our industry could adversely affect our reputation, business, and results of operations.

•Competition for our highly skilled employees is intense, and we may not be able to attract and retain the employees we need to support the growth of our business.

•If we lose the services of any of our key management personnel, our business could suffer.

•Our success and future growth depend on our branding and marketing efforts.

•Any acquisitions, strategic investments, entries into new businesses, joint ventures, divestitures, and other transactions could fail to achieve strategic objectives, disrupt our ongoing operations or result in operating difficulties, liabilities and expenses, harm our business, and negatively impact our results of operations.

•Fraudulent activity could negatively impact our business, brand and reputation and require us to continue to take steps to reduce fraud risk.

•Security breaches and incidents may harm our reputation, adversely affect our results of operations, and expose us to liability.

•Any significant disruption in our computer systems and critical third-party vendors may impair the availability of our websites, applications, products or services, or otherwise harm our business.

•We are, and intend in the future to continue, expanding into new geographic regions, and our failure to comply with applicable laws or regulations, or accurately predict demand or growth, related to these geographic regions could have an adverse effect on our business.

•We are exposed to geographic concentration risk.

•Our proprietary credit risk models rely in part on the use of third-party data to assess and predict the creditworthiness of our members, and if we lose the ability to license or use such third-party data, or if such third-party data contain inaccuracies, it may harm our results of operations.

•A deterioration in the financial condition of counterparties, including financial institutions, could expose us to credit losses, limit access to liquidity or disrupt our business.

•Our vendor relationships subject us to a variety of risks, and the failure of third parties to comply with legal or regulatory requirements or to provide various services that are important to our operations could have an adverse effect on our business.

•Our mission to provide inclusive, affordable financial services that empower our members to build a better future may conflict with the short-term interests of our stockholders or may not provide the long-term benefits that we expect and may adversely impact our business operations, results of operations, and financial condition.

•If we cannot maintain our corporate culture as we grow, we could lose the innovation, collaboration and focus on the mission that contribute to our business.

•Our international operations involve inherent risks which could result in harm to our business.

Funding and Liquidity Risks

•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.

•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.

•Our securitizations and structured and whole loan sales may expose us to certain risks, and we can provide no assurance that we will be able to conduct such transactions in the future, which may require us to seek more costly financing.

•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.

Intellectual Property Risks

•It may be difficult and costly to protect our intellectual property rights, and we may not be able to ensure their protection.

•We have been, and may in the future be, sued by third parties for alleged infringement of their proprietary rights.

•Our credit risk models, A.I. capabilities, and internal systems rely on software that is highly technical, and if it contains undetected errors, our business could be adversely affected.

•Some aspects of our business processes include open source software, and any failure to comply with the terms of one or more of these open source licenses could negatively affect our business.

Industry and Regulatory Risks

•The financial services industry is highly regulated. Changes in regulations or in the way regulations are applied to our business could adversely affect our business.

•Litigation, regulatory actions and compliance issues could subject us to significant fines, penalties, judgments, remediation costs and/or requirements resulting in increased expenses and reputational harm.

•Internet-based and electronic signature-based loan origination processes may give rise to greater risks than paper-based processes.

•The CFPB has broad authority to regulate consumer financial services, creating uncertainty as to how the agency’s actions or the actions of any other new agency could impact our business.

•The collection, storage, use, disclosure, and other processing of personal information is an area of increasing complexity and scrutiny.

•Our bank partnership products may lead to regulatory risk and may increase our regulatory burden.

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

Business, Financial and Operational Risks

If we do not compete effectively in our target markets, our results of operations could be harmed.

The industries in which we compete are highly competitive, continuously changing, highly innovative, and increasingly subject to regulatory scrutiny and oversight. Our current and potential future competition primarily includes other consumer finance companies, financial technology companies, technology platforms, neobanks, challenger banks, and financial institutions, as well as other nonbank lenders serving consumers who do not have access to mainstream credit, including online marketplace lenders, point-of-sale lending, payday lenders, and auto title lenders and pawn shops focused on underserved borrowers. We may compete with others in the market who may in the future provide offerings similar to or competitive with ours, particularly companies who may provide lending, money management and other services through a platform similar to our platform.

Many of our current or potential competitors have significantly more access to low-cost capital as well as more financial, technical, marketing, and other resources than we do and may be able to devote greater resources to the development, promotion, sale and support of their platforms and distribution channels. As such, many of our competitors can leverage their size, robust networks, financial wherewithal, brand awareness, pricing power and technological assets to compete with us. In addition, our potential competitors also include smaller, earlier-stage companies with more versatile technology platforms, increased operational efficiencies, and greater brand recognition than us. To the extent new entrants gain market share, the use of our products and services would decline. Our long-term success depends on our ability to compete effectively against existing and potential competitors that seek to provide banking and financial technology products and services. If we fail to compete effectively against these competitors, our revenues, results of operations, prospects for future growth and overall business will be materially and adversely affected.

We may not be able to effectively manage the growth of our business.

We are required to continuously develop and adapt our operations, systems, and infrastructure in response to the increasing sophistication of the consumer financial services market, evolving fraud and information security landscape, and regulatory developments relating to existing and planned business operations. Although we have experienced rapid growth in our business and operations in the past, many economic and other factors outside of our control, including general economic and market conditions, public health outbreaks, consumer and commercial credit availability, the imposition of tariffs and other non-tariff trade barriers, increased energy and commodity price volatility, inflation, fluctuating interest rates, unemployment, and consumer debt levels, may adversely affect our ability to sustain revenue growth consistent with recent history and we cannot assure you that our business will grow at our historical growth rates. In addition, in the past, the growth and expansion of our business has placed significant demands on our management, operational, risk management, technology, marketing, compliance and finance and accounting infrastructure, and resulted in increased expenses, and we may not be able to increase our revenue sufficiently to offset such higher expenses. Overall revenue growth depends on a number of factors, including our ability to increase the origination volume of our products and services, attract new members and retain existing members, build our brand, expand and manage our remote-first workforce, all while managing our business systems, operations and expenses. If we are unable to accomplish these tasks, our future growth may be harmed.

In addition, we have previously engaged in a series of cost-saving measures in response to challenging macroeconomic and geopolitical conditions, including workforce reductions and other operational streamlining measures, and may engage in further cost-saving measures in the future. Projections of the effectiveness of any cost-saving measures or other benefits associated with such measures were based on then-current business operations and market dynamics, and could be materially impacted by various factors, including significant economic, competitive and other uncertainties. If we fail to achieve some or all of the expected benefits of these decisions, our future growth, operating results, cash flows, and financial condition may be adversely affected.

Our business may be adversely affected by disruptions in the credit markets and changes to interest rates on our borrowings.

We depend on securitization transactions, warehouse facilities and other forms of debt financing, as well as whole loan and structured loan sales, in order to finance the principal amount of most of the loans we make to our members. See more information about our outstanding debt in Note 8, Borrowings to the Notes to the Condensed Consolidated Financial Statements (Unaudited) included elsewhere in this report. However, there is no assurance that these sources of capital will continue to be available in the future on terms favorable to us or at all. The availability of debt financing and other sources of capital depends on numerous factors, many of which are outside of our control. Conditions in the credit markets may experience disruption or deterioration, including as a result of fluctuating interest rates, which could make it difficult for us to extend the maturity of or refinance our existing indebtedness or obtain new indebtedness with similar terms. The debt capital available to us in the future, if available at all, may bear a higher interest rate and may be available only on terms and conditions less favorable than those of our existing debt and such debt may need to be incurred in an elevated interest rate environment. Events of default or breaches of financial, performance or other covenants, as a result of the underperformance of certain pools of loans underpinning our securitizations or other debt facilities, could reduce or terminate our access to funding from institutional investors. Such events could also result in default rates at a higher interest rate and therefore increase our cost of capital. In addition, our ability to access future capital may be impaired because our interests in our financed pools of loans are “first loss” interests and so these interests will only be realized to the extent all amounts owed to investors or lenders and service providers under our securitizations and debt facilities are paid in full. In the event of a sudden or unexpected shortage or restriction on the availability of funds, we cannot be sure that we will be able to maintain the necessary levels of funding to retain current levels of originations without incurring higher funding costs, a reduction in the term of funding instruments or increasing the rate of whole loan sales, or be able to access funding at all. If we are unable to arrange financing on favorable terms, our business may be adversely affected and we may not be able to grow our business as planned and we may have to curtail new originations and reduce credit lines to cardholders.

We currently rely on Pathward to originate a substantial portion of our loans. If our relationship with Pathward terminates, or if Pathward were to suspend, limit, or cease its operations or loan origination activities for any reason, and we are unable to engage another originating bank partner on a timely basis or at all, our business, results of operations and financial condition would be materially and adversely affected.

As of March 31, 2026, we relied on Pathward to originate a substantial portion of our loan originations, with the remaining loans being originated directly by us under our lending and servicing licenses across 2 states in the United States. In the three months ended March 31, 2026 and 2025, Pathward originated approximately 99% and 97% of aggregate personal loan originations, respectively.

In 2025, we entered into an amended and restated program agreement, as amended, to extend our partnership with Pathward through 2029, which replaced the prior agreement in its entirety and governs the ongoing terms of our relationship. The amended and restated program agreement has an initial term of four years and will automatically renew for successive two-year periods following the initial four-year term, unless either party provides notice of its intent to not renew.

We or Pathward may terminate our arrangement immediately upon a material breach by the other party and failure to cure such breach within a cure period, if any representations or warranties are found to be false and such error is not cured within a cure period, bankruptcy or insolvency of either party, receipt of an order or judgment by a governmental entity, a material adverse effect, or a change of control. If our bank partnership arrangement with Pathward were to be suspended or limited, including a reduction in the volume of loans that Pathward chooses to originate, or if Pathward ceased their operations or otherwise terminated their relationship with us, our business, financial condition and results of operations would be adversely affected. If we need to enter into alternative arrangements with a different bank to replace or supplement our existing arrangement, we may not be able to negotiate a comparable alternative arrangement in a timely manner or at all and transitioning loan originations to a new bank may result in delays in the issuance of new loans. In addition, if we are unable to enter into an alternative arrangement with a different bank to fully replace or supplement our relationship with Pathward, we would potentially need to obtain additional state licenses to enable us to originate loans directly in the states where Pathward originates loans, as well as comply with other state and federal laws, which would be costly and time consuming, and there can be no assurances that any such licenses could be obtained in a timely manner or at all. For a further discussion of the risks and regulations applicable to our bank partnership with Pathward, see “Risk Factors—Our bank partnership products may lead to regulatory risk and may increase our regulatory burden, —We are, and intend in the future to continue, expanding into new geographic regions, and our failure to

comply with applicable laws or regulations, or accurately predict demand or growth, related to these geographic regions could have an adverse effect on our business, —Security breaches and incidents may harm our reputation, adversely affect our results of operations, and expose us to liability.”

Our results of operations and future prospects depend on our ability to retain existing members and attract new members.

We operate in a rapidly changing and highly competitive industry and our results of operations and future prospects depend on, among other things, continued growth of our member base, our ability to increase the activity of our members, including use of additional

Oportun Financial Corp 10-Q