Oportun Financial Corp. Files 8-K: Material Agreement, Financials, Exec Changes

TL;DR

Oportun Financial Corp. filed an 8-K detailing a new material agreement, financial results, and executive changes.

AI Summary

Oportun Financial Corp. announced on April 19, 2024, that it entered into a material definitive agreement. The company also reported its results of operations and financial condition, and disclosed changes in its board of directors and executive officers, including compensatory arrangements. This filing also includes information regarding Regulation FD and financial statements.

Why It Matters

This 8-K filing provides crucial updates on Oportun Financial Corp.'s material agreements, financial performance, and executive leadership, which are key indicators for investors.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and changes in executive officers, which can indicate significant strategic shifts or operational challenges.

Key Players & Entities

• Oportun Financial Corp. (company) — Registrant
• April 19, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• 45-3361983 (identifier) — I.R.S. Employer Identification No.
• 2 Circle Star Way, San Carlos, CA 94070 (address) — Principal Executive Offices
• (650) 810-8823 (phone_number) — Registrant's Phone Number

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 par value per share OPRT Nasdaq Global
• $225,000 — that such reimbursement will not exceed $225,000. The foregoing description does not p
• $34,000 — Mr. Parker will be eligible to receive $34,000 in annual cash compensation for service
• $8,500 — compensation for service on the Board, $8,500 for service on the Audit and Risk Commi
• $6,375 — he Audit and Risk Committee, as well as $6,375 for service on the Compensation and Lea
• $100,000 — e Plan, having an annual value equal to $100,000, which will be prorated from the date o
• $13,425 — ppointment to the Board to an amount of $13,425 (the "Initial Award"). The Initial Awar

Filing Documents

• oprt-20240419.htm (8-K) — 42KB
• oprt-cooperationagreemente.htm (EX-10.1) — 109KB
• oprt-pressreleasexcooperat.htm (EX-99.1) — 13KB
• oportun-q1xprexannounce.htm (EX-99.2) — 82KB
• image_0a.jpg (GRAPHIC) — 5KB
• nlll1q24quarterlya.jpg (GRAPHIC) — 67KB
• oportun_rgba.jpg (GRAPHIC) — 30KB
• 0001538716-24-000051.txt ( ) — 551KB
• oprt-20240419.xsd (EX-101.SCH) — 2KB
• oprt-20240419_lab.xml (EX-101.LAB) — 21KB
• oprt-20240419_pre.xml (EX-101.PRE) — 12KB
• oprt-20240419_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On April 19, 2024, Oportun Financial Corporation (the "Company") entered into a letter agreement (the "Agreement") with Findell Capital Management LLC and certain of its affiliates (collectively, "Findell"). Pursuant to the Agreement, on April 19, 2024, the Company's board of directors (the "Board") increased the size of the Board from nine to 10 directors and appointed Scott Parker to serve on the Board as a Class III director, with a term expiring at the Company's 2025 annual meeting of stockholders (the "2025 Annual Meeting"). Mr. Parker was also appointed to the Board's Audit and Risk Committee and the Compensation and Leadership Committee. In addition, the Board appointed Richard Tambor as an observer of the Board and agreed to include Mr. Tambor on the Company's director slate for election at the Company's 2024 annual meeting of stockholders (the "2024 Annual Meeting") as a Class II director, with a term expiring at the 2027 annual meeting of stockholders. While an observer of the Board, Mr. Tambor will be permitted to attend meetings of the Board and reasonably participate but will not vote at such meetings. If Mr. Tambor is elected to the Board at the 2024 Annual Meeting, the Board will appoint him to the Credit Risk and Finance Committee and the Nominating, Governance and Social Responsibility Committee of the Board and his service as an observer of the Board will terminate. The Agreement further provides, among other things, that: during the Restricted Period (as defined below), as long as Findell's aggregate net long ownership of the Company's common stock remains at or above four percent of the then-outstanding shares of the Company's common stock, in the event that either of Mr. Tambor or Mr. Parker is no longer serving on the Board due to death or disability or resigns as a director or otherwise ceases to be a director for any reason, then Findell will be entitled to identify and propose a

02. Results of Operations and Financial Condition

Item 2.02. Results of Operations and Financial Condition On April 22, 2024, the Company issued a press release announcing certain preliminary unaudited financial information for the first quarter ended March 31, 2024. A copy of the Company's press release is attached hereto as Exhibit 99.2 to this report. The information in this Form 8-K and the Exhibit attached hereto are being furnished pursuant to Item 2.02 of Form 8-K and therefore shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Appointment of Director On April 19, 2024, the Board approved an increase in the number of directors on the Board from nine to 10 and appointed Mr. Parker to serve as a member of the Board. Mr. Parker will serve in the class of directors whose term expires at the 2025 Annual Meeting and was appointed to the Board's Audit and Risk Committee and the Compensation and Leadership Committee. Mr. Parker currently serves as Chief Financial Officer of NationsBenefits, LLC, a leading provider of supplemental benefits and fintech solutions to the healthcare industry. Previously, Mr. Parker served as Executive Vice President and Chief Financial Officer of Ryder System, Inc. (NYSE: R), and as Executive Vice President and Chief Financial Officer of OneMain Holdings, Inc. (NYSE: OMF). Mr. Parker has also served as Executive Vice President and Chief Financial Officer of CIT Group Inc. Mr. Parker currently serves on the Board of Directors of DailyPay, Inc., as Chairman of its Audit and Risk Committee. Mr. Parker earned a B.S. in Agricultural Economics from Cornell University. Mr. Parker is entitled to cash and equity compensation for service on the Board in accordance with the Company's non-employee director compensation policy. Mr. Parker will be eligible to re

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure The information in the press release included in Exhibit 99.2 referred to above is also incorporated herein. The information provided pursuant to this Item 7.01 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section and shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing. The furnishing of the information provided pursuant to this Item 7.01 is not intended to, and does not, constitute a determination or admission by the Company that the information provided pursuant to this Item 7.01 is material or complete, or that investors should consider such information before making an investment decision with respect to any security of the Company.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit Number 10.1* Letter Agreement, dated April 19, 2024, between Oportun Financial Corporation, Findell Capital Management LLC and certain other persons 99.1 Press Release dated April 22, 2024 99.2 Press Release dated April 22, 2024 104 Cover Page Interactive Data File embedded within the Inline XBRL document *Certain portions of this exhibit have also been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally to the SEC a copy of any omitted schedule or exhibit upon request by the SEC. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. OPORTUN FINANCIAL CORPORATION (Registrant) Date: April 22, 2024 By: /s/ Jonathan Coblentz Jonathan Coblentz Chief Financial Officer and Chief Administrative Officer (Principal Financial Officer)

View Full Filing

View this 8-K filing on SEC EDGAR