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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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Oportun Financial Corp (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
68376D104 (CUSIP Number) |
Ryan Voerg FINDELL CAPITAL MANAGEMENT LLC, 88 Pine Street, Suite 2240 New York, NY, 10005 646-907-5217 ANDREW FREEDMAN, ESQ. OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/05/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 68376D104 |
| 1 |
Name of reporting person
Findell Capital Partners LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,131,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 68376D104 |
| 1 |
Name of reporting person
Finn Management GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,441,300.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 68376D104 |
| 1 |
Name of reporting person
FINDELL CAPITAL MANAGEMENT LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,441,300.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 68376D104 |
| 1 |
Name of reporting person
Finn Brian | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,441,300.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 68376D104 |
| 1 |
Name of reporting person
Warren Wilcox | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
Oportun Financial Corp | |
| (c) | Address of Issuer's Principal Executive Offices:
2 CIRCLE STAR WAY, SAN CARLOS,
CALIFORNIA
, 94070. | |
Item 1 Comment:
The following constitutes Amendment No. 8 to the Schedule 13D filed by the undersigned (the "Amendment No. 8"). This Amendment No. 8 amends the Schedule 13D as specifically set forth herein. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2 (a) is hereby amended and restated to add the following:
On May 5, 2025, FCP withdrew its nomination of Sandra Bell as a nominee for election to the Board at the Annual Meeting. In connection therewith, Ms. Bell ceased to be a member of the Section 13(d) group, ceased to be a party to the Joint Filing and Solicitation Agreement, as defined and described in Item 6 of Amendment No. 7 to the Schedule 13D, and ceased to be a Reporting Person hereunder. The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons shall remain party to the Joint Filing and Solicitation Agreement. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended and restated to read as follows:
FCM invested a total of $12,568,568, including brokerage commissions, to purchase 3,441,300 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. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended to add the following:
On May 5, 2025, the Reporting Persons issued a press release and open letter (the "May 5 Letter") to the stockholders of the Issuer in which the Reporting Persons announced the launch of their campaign website, wwwOpportunityAtOportun.com, and disclosed their intention to solicit proxies for the election of Warren Wilcox to the Board of the Issuer at the Annual Meeting. The Reporting Persons stated in the May 5 Letter that, despite previous engagement efforts resulting in the appointment of two independent directors in 2024, they believe further change is necessary to address what they view as persistent operational underperformance, governance failures, and excessive influence by legacy directors and management. The Reporting Persons criticized the Issuer's current leadership, citing, among other things, the lack of lending experience amongst incumbent directors of the Board, increased operating expenses and value-destructive acquisitions. The Reporting Persons expressed their view that the addition of Mr. Wilcox, an industry veteran with extensive consumer finance experience, to the Board would reduce legacy director influence and help the Board better oversee management and enhance stockholder value.
The foregoing description of the May 5 Letter does not purport to be complete and is qualified in its entirety by reference to the May 5 Letter, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
On May 7, 2025, FCP filed its preliminary proxy statement with the Securities and Exchange Commission in connection with its solicitation for the election of Warran Wilcox to the Board at the Annual Meeting. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated to read as follows:
As of the date hereof, the Reporting Persons beneficially owned 3,441,300 Shares in the aggregate, representing approximately 9.2% of the outstanding Shares, including (i) 2,131,000 Shares held directly by FCP, representing approximately 5.7% of the outstanding Shares, and (ii) 1,310,300 Shares held in certain separately managed accounts. The aggregate percentage of Shares reported owned by the Reporting Persons herein is based upon 37,498,727 Shares outstanding, as of April 23, 2025, which is the total number of Shares outstanding as reported in Amendment No. 1 to the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 28, 2025. | |
| (c) | Item 5(c) is hereby amended and restated to read as follows:
Since the filing of Amendment No. 7 to the Schedule 13D, none of the Reporting Persons has effected any transactions in the Shares, except as set forth on Exhibit 1.
Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended to add the following exhibits:
1 - Transactions in the Securities.
99.1 - May 5 Letter. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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