Findell Capital Amends Oportun Financial Stake Filing

TL;DR

Findell Capital updated its Oportun stake filing. Watch for changes.

AI Summary

Findell Capital Management LLC, a significant shareholder, filed an amendment to its Schedule 13D on April 23, 2024, regarding its holdings in Oportun Financial Corporation. The filing indicates a change in beneficial ownership, though specific details on the percentage change or new holdings are not immediately clear from this excerpt.

Why It Matters

This filing signals potential shifts in major shareholder positions, which could influence Oportun Financial's stock performance and strategic direction.

Risk Assessment

Risk Level: medium — Amendments to 13D filings can indicate changes in activist investor strategies or significant portfolio adjustments, warranting close monitoring.

Key Players & Entities

• Findell Capital Management LLC (company) — Filing entity
• Oportun Financial Corporation (company) — Subject company
• 68376D104 (other) — CUSIP Number for Oportun Financial Corporation

FAQ

Key Financial Figures

• $0.0001 — ation (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class o
• $10,771,133 — ed as follows: FCM invested a total of $10,771,133, including brokerage commissions, to pu
• $348,200 — res. Mr. Tomlinson invested a total of $348,200, including brokerage commissions, to pu
• $50,450 — ccount. Mr. Parker invested a total of $50,450, including brokerage commissions, to pu
• $15,210 — funds. Ms. Ehrlich invested a total of $15,210, including brokerage commissions, to pu
• $2 — Shares, which had an exercise price of $2.50, were exercised on April 19, 2024, a
• $2.50 — Shares, which have an exercise price of $2.50 and which expire on May 17, 2024, as fu
• $2.6067 — LLC Purchase of Common Stock 20,000 $2.6067 1 03/20/2024 Purchase of Common Stoc
• $2.6454 — 024 Purchase of Common Stock 20,000 $2.6454 2 03/21/2024 Purchase of Common Stoc
• $2.6155 — 024 Purchase of Common Stock 10,000 $2.6155 3 03/22/2024 Purchase of Common Stoc
• $2.5274 — 024 Purchase of Common Stock 20,000 $2.5274 4 03/25/2024 Purchase of Common Stoc
• $3.0513 — 24 Purchase of Common Stock 225,000 $3.0513 5 04/23/2024 Scott Parker Purchase
• $2.5499 — ker Purchase of Common Stock 10,000 $2.5499 03/25/2024 Purchase of Common Stock
• $2.4951 — 024 Purchase of Common Stock 10,000 $2.4951 03/26/2024 David Tomlinson Purchas
• $2.5975 — son Purchase of Common Stock 14,000 $2.5975 6 03/20/2024 Purchase of Common Stoc

Filing Documents

• sc13da413982002_04232024.htm (SC 13D/A) — 222KB
• ex992to13da413982002_042324.htm (EX-99.2) — 9KB
• 0001193805-24-000553.txt ( ) — 233KB

Identity and Background

Item 2. Identity and Background .

is hereby amended

Item 2 is hereby amended to add the following: In connection with the entry into the Cooperation Agreement, as defined and described in Item 4 below, each of Susan Ehrlich, Scott Parker and David Tomlinson are no longer members of the Schedule 13(d) group and shall cease to be Reporting Persons immediately upon the filing of this Amendment No. 4. The remaining Reporting Persons will continue filing statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration .

is hereby amended

Item 3 is hereby amended as follows: FCM invested a total of $10,771,133, including brokerage commissions, to purchase 2,944,600 Shares. The source of funds was FCM’s capital available for investment. FCM may effect purchases of Shares through margin accounts maintained for it with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms’ credit policies. Positions in Shares may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Such margin accounts may from time to time have debit balances. Because other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase Shares. Mr. Tomlinson invested a total of $348,200, including brokerage commissions, to purchase 128,000 Shares. Such Shares were purchased with personal funds, which purchases were effected through a margin account maintained with his broker, Charles Schwab, which extends margin credit as and when required to open or carry positions in such account, subject to applicable federal margin regulations, stock exchange rules and Charles Schwab’s credit policies. Since other securities are held in such margin account in addition to the Shares, it may not be possible to determine the amounts, if any, of margin attributable to the Shares. Nevertheless, to the best of Mr. Tomlinson’s knowledge, no Shares he holds were acquired on margin. Mr. Tomlinson is in the process of transferring all Shares that he owns into a non-marginable cash account. Mr. Parker invested a total of $50,450, including brokerage commissions, to purchase 20,000 Shares. Such Shares were purchased with Mr. Parker’s personal funds. Ms. Ehrlich invested a total of $15,210, including brokerage commissions, to purchase 4,500 Shares. Such

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby amended

Item 4 is hereby amended to add the following: On April 19, 2024, FCM and certain of its affiliates (collectively, “Findell”) entered into a letter agreement (the “Cooperation Agreement”) with the Issuer, pursuant to which the Issuer agreed to appoint Scott Parker as a Class III director with a term expiring at the Issuer’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) and to appoint Richard Tambor as an observer of the Board. The Issuer has also agreed to include Mr. Tambor on its director slate for election as a Class II director at the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) with a term expiring at the Issuer’s 2027 Annual Meeting of Stockholders. While an observer of the Board, Mr. Tambor will be entitled to attend meetings of the Board and reasonably participate but will not vote at such meetings. 9 CUSIP No. 68376D104 The Cooperation Agreement further provides that (i) the Board will appoint Mr. Parker to the Audit and Risk Committee and the Compensation and Leadership Committee of the Board and (ii) upon Mr. Tambor’s election to the Board at the 2024 Annual Meeting, the Board will appoint Mr. Tambor to the Credit Risk and Finance Committee and the Nominating, Governance and Social Responsibility Committee of the Board. Prior to the 2024 Annual Meeting, Mr. Tambor will serve as an observer on the Credit Risk and Finance Committee and the Nominating, Governance and Social Responsibility Committee of the Board. Under the Cooperation Agreement, subject to certain conditions, Findell is entitled to director replacement rights in the event either Mr. Parker or Mr. Tambor cease to serve as a director. Findell has irrevocably withdrawn its nomination notice for the 2024 Annual Meeting and has agreed to abide by certain customary standstill restrictions and voting commitments, to the extent they remain in effect during the Restricted Period. The Restricted

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . Items 5(a) through (c) are hereby amended and restated to read as follows: (a) As of the date hereof, Findell beneficially owned 2,944,600 Shares in the aggregate, representing approximately 8.5% of the outstanding Shares, including (i) 2,021,000 Shares held directly by FCP, representing approximately 5.9% of the outstanding Shares, and (ii) 923,600 Shares held in certain separately managed accounts. As of the date hereof, Mr. Tomlinson beneficially owned 128,000 Shares, representing less than 1% of the outstanding Shares, Mr. Parker beneficially owned 20,000 Shares, representing less than 1% of the outstanding Shares, and Ms. Ehrlich beneficially owned 4,500 Shares, representing less than 1% of the outstanding Shares. The aggregate percentage of Shares reported owned by the Reporting Persons herein is based upon 34,557,486 Shares outstanding, as of March 13, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 15, 2024. (b) Each of FCP, FCM, FMGP and Mr. Finn has shared voting power and shared investment power with respect to the Shares beneficially owned by them. Mr. Tomlinson has sole voting power and sole investment power with respect to the Shares beneficially owned by him. Mr. Parker has sole voting power and sole investment power with respect to the Shares beneficially owned by him. Ms. Ehrlich has sole voting power and sole investment power with respect to the Shares beneficially owned by her. (c) Since the filing of Amendment No. 3 to the Schedule 13D, none of the Reporting Persons has effected any transactions in the Shares, except as set forth on Schedule A. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his, her or its pecuniary interest therein. 10 CUSIP No. 68376D104

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer .

is hereby amended

Item 6 is hereby amended to add the following: On April 19, 2024, Findell and the Issuer entered into the Cooperation Agreement as defined and described in Item 4 above, which is attached as Exhibit 99.1 hereto and incorporated herein by reference. Mr. Tomlinson’s American-style put options referencing an aggregate of 1,000 Shares, which had an exercise price of $2.50, were exercised on April 19, 2024, as further described on Schedule A hereto. Mr. Tomlinson has purchased American-style put options referencing an aggregate of 100 Shares, which have an exercise price of $2.50 and which expire on May 17, 2024, as further described on Schedule A hereto. On April 23, 2024, FCP, FMGP, FCM and Brian A. Finn entered into a Joint Filing Agreement in which they agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits .

is hereby amended

Item 7 is hereby amended to add the following exhibits: 99.1 Cooperation Agreement, dated April 19, 2024 (incorporated by reference to Ex. 10.1 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 22, 2024). 99.2 Joint Filing Agreement, by and among Findell Capital Partners, LP, Findell Capital Management LLC, Finn Management GP LLC, and Brian A. Finn, dated April 23, 2024. 11 CUSIP No. 68376D104

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: April 23, 2024 Findell Capital Partners, LP By: Finn Management GP LLC General Partner By: /s/ Brian A. Finn Name: Brian A. Finn Title: Managing Member Finn Management GP LLC By: /s/ Brian A. Finn Name: Brian A. Finn Title: Managing Member Findell Capital Management LLC By: /s/ Brian A. Finn Name: Brian A. Finn Title: Member /s/ Brian A. Finn Brian A. Finn 12 CUSIP No. 68376D104 SCHEDULE A Transactions in Shares of the Issuer since the Filing of Amendment No. 3 to the Schedule 13D (all purchases and sales effected on the NASDAQ except as indicated below) Nature of the Transaction Amount of Securities Purchased/(Sold) Price ($) Date of Purchase/Sale Findell Capital Management LLC Purchase of Common Stock 20,000 $2.6067 1 03/20/2024 Purchase of Common Stock 20,000 $2.6454 2 03/21/2024 Purchase of Common Stock 10,000 $2.6155 3 03/22/2024 Purchase of Common Stock 20,000 $2.5274 4 03/25/2024 Purchase of Common Stock 225,000 $3.0513 5 04/23/2024 Scott Parker Purchase of Common Stock 10,000 $2.5499 03/25/2024 Purchase of Common Stock 10,000 $2.4951 03/26/2024 David Tomlinson Purchase of Common Stock 14,000 $2.5975 6 03/20/2024 Purchase of Common Stock 10,000 $2.6600 7 03/21/2024 Purchase of Common Stock 1,000 $2.6000 03/22/2024 Exercise of April 19, 2024 Put Option ($2.50 Strike Price) (1,000) $2.500 04/19/2024 Purchase of May 17, 2024 Put Option ($2.50 Strike Price) 100 $0.1566 04/23/2024 Susan Ehrlich Purchase of Common Stock 4,500 $3.3800 8 04/23/2024 CUSIP No. 68376D104 1 The price reported is a weighted average price. These Shares were purchases in multiple transactions ranging from $2.5650 to $2.6600 per Share. The Reporting Persons

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