PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

DATED MAY 16, 2025

2 Circle Star Way

San Carlos, CA 94070

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held at [●] [●.m], Pacific Time, on [●], [●] [●], 2025

[●], 2025

Dear Oportun Stockholder:

I am pleased to invite you to attend the 2025 Annual Meeting of Stockholders (together with any postponement, adjournment or delay thereof, the “Annual Meeting”) of Oportun Financial Corporation (“Oportun” or the “Company”) to be held at [●] [●.m], Pacific Time, on [●], [●] [●], 2025. The Annual Meeting will be held virtually on the internet and will be available at www.cesonlineservices.com/oprt25_vm.

We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:

The Board of Directors (the “Board”) urges you to read the accompanying proxy statement and unanimously recommends a vote “FOR” each of Oportun’s director nominees and “FOR” Proposals 2, 3, 4 and 5.

The Board has fixed the close of business on May 27, 2025 as the record date for the Annual Meeting. Only stockholders of record as of the close of business on May 27, 2025 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

The accompanying proxy statement and our annual report can be accessed by visiting: [●]. The proxy statement and the GREEN proxy card and GREEN voting instruction form are first being made available to stockholders on or about [●], 2025.

Your vote will be especially important at the Annual Meeting. As you may know, Findell Capital Partners, LP (collectively with its affiliates, “Findell Capital”), a New York-based hedge fund and activist investor, has notified the Company that it intends to nominate one candidate for election to the Board at the Annual Meeting, in opposition to one of the two nominees recommended by the Board. You may receive proxy solicitation materials from Findell Capital, including proxy statements and proxy cards. These materials are not from Oportun. The Board recommends that you disregard them. We are not responsible for the accuracy of any information provided by, or relating to, Findell Capital contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Findell Capital or any statements that Findell Capital or its representatives have made or may otherwise make. The Board strongly urges you NOT to sign or return any proxy card or voting instruction form sent to you, by or on behalf of, Findell Capital.

Your vote is very important. Regardless of whether you plan to attend the Annual Meeting, we hope that you will vote as soon as possible. You may vote by proxy over the internet, by telephone or by following the instructions on the enclosed GREEN proxy card or GREEN voting instruction form.

This notice forms a part of the proxy statement to which it is attached. Throughout the proxy statement, capitalized terms that are not otherwise defined have the meaning given to them in this notice.

We appreciate and encourage stockholder feedback. We are confident that our slate of nominees has the right mix of professional achievements, skills, experiences and reputations to serve as stockholder representatives overseeing the management of the Company. We are committed to engaging with our stockholders and to continuing to respond to stockholder feedback about the Company, and we believe that our candidates are in the best position to oversee the execution of our strategic plan to achieve long-term growth and deliver stockholder value. The Board urges you to vote on the GREEN proxy card or GREEN voting instruction form “FOR” Oportun’s director nominees (Carlos Minetti and Raul Vazquez). On behalf of the Board, I would like to express our appreciation for your ongoing support of Oportun and our mission to provide inclusive, affordable financial services.

Sincerely,

Raul Vazquez

Chief Executive Officer

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

DATED MAY 16, 2025

OPORTUN FINANCIAL CORPORATION

PROXY STATEMENT

This proxy statement is furnished to stockholders in connection with the solicitation of proxies by the Board of Directors (our “Board”) of Oportun Financial Corporation (“Oportun” or the “Company”) for use at the 2025 Annual Meeting of Stockholders (together with any postponement, adjournment or delay thereof, the “Annual Meeting”).

Proxy Statement Overview

This overview highlights information contained elsewhere in this proxy statement. As this overview does not contain all of the information that you should consider, we encourage you to carefully read the entire proxy statement for more information before voting.

Information about the Annual Meeting

DATE AND TIME:				MEETING:				RECORD DATE:
		[●], 2025 [●] a.m. Pacific Time				Virtual meeting accessible at: www.cesonlineservices.com/oprt25_vm				Close of business on May 27, 2025

How to Vote

Voting Matters and Board Recommendations

Your vote is being solicited on behalf of our Board. Our Board unanimously recommends that you vote as follows:

We may also transact any other business that may properly come before the Annual Meeting. As of the date of this proxy statement, we are not aware of any business to be presented in consideration other than the matters described in this proxy statement.

Your vote will be especially important at the Annual Meeting. As you may know, Findell Capital, a New York-based hedge fund and activist investor, has notified the Company that it intends to nominate one candidate for election to the Board (such person, the “Findell Nominee”), in opposition to one of the two nominees recommended by our Board. The Board does NOT endorse the Findell Nominee, and the presence of the Findell Nominee on the enclosed GREEN proxy card or GREEN voting instruction form is NOT an approval, or comment on the fitness, character, suitability or other qualifications, of the Findell Nominee. Our Board strongly urges you to NOT sign or return any proxy card or voting instruction form sent to you by, or on behalf of, Findell Capital. If you have previously submitted a proxy using the proxy card or voting instruction form sent to you by, or on behalf of, Findell Capital, please revoke that proxy and vote for the Board’s nominees and on the other matters to be voted on at the Annual Meeting by (i) signing, dating and mailing the enclosed GREEN proxy card or GREEN voting instruction form in the postage-paid envelope provided or (ii) following the instructions on the enclosed GREEN proxy card or GREEN voting instruction form to vote via the internet or by telephone. Only your latest-dated proxy will count.

OUR BOARD URGES YOU TO VOTE ONLY ON THE GREEN PROXY CARD OR GREEN VOTING INSTRUCTION FORM FOR OUR BOARD’S NOMINEES (CARLOS MINETTI AND RAUL VAZQUEZ), TO DISREGARD ANY MATERIALS SENT TO YOU BY, OR ON BEHALF OF, FINDELL CAPITAL, AND NOT TO SIGN, RETURN OR VOTE ANY PROXY CARD OR VOTING INSTRUCTION FORM SENT TO YOU BY, OR ON BEHALF OF, FINDELL CAPITAL. We are not responsible for the accuracy of any information provided by, or relating to, Findell Capital or the Findell Nominee contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Findell Capital or any statements that Findell Capital or its representatives have made or may otherwise make.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING, REGARDLESS OF WHETHER OR NOT YOU PLAN TO ATTEND. ACCORDINGLY, AFTER READING THE ACCOMPANYING PROXY STATEMENT, PLEASE FOLLOW THE INSTRUCTIONS ON THE ENCLOSED GREEN PROXY CARD OR GREEN VOTING INSTRUCTION FORM AND PROMPTLY SUBMIT YOUR PROXY, AS DESCRIBED ON THE GREEN PROXY CARD OR GREEN VOTING INSTRUCTION FORM. PLEASE NOTE THAT EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, WE RECOMMEND THAT YOU VOTE USING THE ENCLOSED GREEN PROXY CARD OR GREEN VOTING INSTRUCTION FORM PRIOR TO THE ANNUAL MEETING TO ENSURE THAT YOUR SHARES WILL BE REPRESENTED. EVEN IF YOU VOTE YOUR SHARES PRIOR TO THE ANNUAL MEETING, IF YOU ARE A RECORD HOLDER OF SHARES, OR A BENEFICIAL HOLDER WHO OBTAINS A “LEGAL PROXY” FROM YOUR BROKER, BANK OR OTHER NOMINEE, YOU STILL MAY ATTEND THE ANNUAL MEETING AND VOTE YOUR SHARES.

DIRECTORS

CORPORATE GOVERNANCE HIGHLIGHTS

Our Board is committed to exercising good corporate governance practices, which include:

EXECUTIVE COMPENSATION HIGHLIGHTS

We pay for performance and manage Oportun for the long-term

Table of Contents

This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to statements regarding our goals, commitments, and strategies. These statements involve risks and uncertainties. Actual results could differ materially from any future results expressed or implied by the forward-looking statements for a variety of reasons, including due to the risks and uncertainties that are discussed in the “Risk Factors” section of the Company’s

Annual Report on Form 10-K for the year ended December 31, 2024, as amended, that has been filed with the Securities and Exchange Commission (“SEC”) and subsequent filings we may make with the SEC from time to time. We assume no obligation to update any forward-looking statements or information after the date of this proxy statement.

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

DATED MAY 16, 2025

Voting and Meeting Information

The information provided in this “Voting and Meeting Information” section is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website in this proxy statement are inactive textual references only.

Why am I receiving these proxy materials? What matters am I voting on?

The Board is soliciting your proxy for use at the Annual Meeting because you owned shares of the Company’s common stock, par value $0.0001 per share (the “common stock”), at the close of business on May 27, 2025 (the “Record Date”), and, therefore, are entitled to receive notice of and vote at the Annual Meeting on the following proposals.

Is my vote important?

Yes. Your vote will be especially important at the Annual Meeting. As you may know, Findell Capital has notified the Company that it intends to nominate the Findell Nominee for election to the Board at the Annual Meeting, in opposition to one of the two nominees recommended by our Board. Our Board does NOT endorse the Findell Nominee, and the presence of the Findell Nominee on the enclosed GREEN proxy card or GREEN voting instruction form is NOT an approval, or comment on the fitness, character, suitability or other qualifications, of the Findell Nominee.

Our Board strongly urges you to NOT sign or return any proxy card or voting instruction form sent to you by, or on behalf of, Findell Capital. If you have previously submitted a proxy using the proxy card or voting instruction form sent to you by, or on behalf of, Findell Capital, please revoke that proxy and vote for the Board’s nominees and on the other matters to be voted on at the Annual Meeting by (i) signing, dating and mailing the enclosed GREEN proxy card or GREEN voting instruction form in the postage-paid envelope provided or (ii) following the instructions on the enclosed GREEN proxy card or GREEN voting instruction form to vote via the internet or by telephone. Only your latest-dated proxy will count.

OUR BOARD URGES YOU TO VOTE ONLY ON THE GREEN PROXY CARD OR GREEN VOTING INSTRUCTION FORM FOR OUR BOARD’S NOMINEES (CARLOS MINETTI AND RAUL VAZQUEZ), TO DISREGARD ANY MATERIALS SENT TO YOU BY, OR ON BEHALF OF, FINDELL CAPITAL, AND NOT TO SIGN, RETURN OR VOTE ANY PROXY CARD OR VOTING INSTRUCTION FORM SENT TO YOU BY, OR ON BEHALF OF, FINDELL CAPITAL. We are not responsible for the accuracy of any information provided by, or relating to, Findell Capital or the Findell Nominee contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Findell Capital or any statements that Findell Capital or its representatives have made or may otherwise make.

How does our Board recommend I vote on these proposals?

Our Board recommends that you vote:

What if another matter is properly brought before the Annual Meeting?

Our Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the persons named in this proxy statement as proxyholders will vote on those matters in accordance with their best judgment to the extent permitted by Rule 14a-4(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

How do I attend and participate in the Annual Meeting?

The Annual Meeting will be held virtually. Although you will not be able to attend the Annual Meeting at a physical location, we have designed the Annual Meeting to provide stockholders the opportunity to participate virtually to facilitate stockholder attendance and provide a consistent experience to all stockholders, regardless of location.

You will be able to participate in the Annual Meeting if you were a stockholder of record on the Record Date or hold a valid legal proxy for the Annual Meeting. To attend the Annual Meeting and/or vote electronically, you will need the control number included on your GREEN proxy card or GREEN voting instruction form that accompanied your proxy materials.

To participate in the Annual Meeting, please visit: www.cesonlineservices.com/oprt25_vm. You may begin to log into the meeting platform beginning at [●] [●].m., Pacific Time, on [●] [●], 2025. The webcast will begin promptly at [●] [●].m., Pacific Time. To attend and vote at the Annual Meeting, you must have pre-registered using the instructions provided below.

The virtual meeting platform is fully supported across browsers and devices running the most updated version of applicable software and plug-ins. Please ensure that you have a strong internet connection wherever you intend to participate in the Annual Meeting. Please also give yourself sufficient time to log-in before the Annual Meeting starts.

If you encounter any technical difficulties with the virtual meeting website on the day of the Annual Meeting, please call the technical support number that will be listed in your reminder email sent the night before the Annual Meeting. Technical support will be available starting at [●] [●].m., Pacific Time, and until the Annual Meeting has finished.

What do I need to do to be able to vote at the Annual Meeting?

Stockholders of Record

If, on the Record Date, your shares of common stock were registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, then you are considered a “stockholder of record.”

In order to attend the Annual Meeting, stockholders of record will need to pre-register by [●] [●].m., Pacific Time, on [●], [●] [●], 2025. To pre-register, please visit www.cesonlineservices.com/oprt25_vm with the control number from your GREEN proxy card. After registering, you will receive a confirmation email with a link and instructions for accessing the Annual Meeting. Verify that you have received the confirmation email in advance of the Annual Meeting, including the possibility that it may be in your spam or junk email folder. Registration requests must be received no later than [●] [●].m., Pacific Time, on [●], [●] [●], 2025. You must pre-register and receive a confirmation email in order to vote or submit a question during the Annual Meeting.

If you have any questions or require any assistance with pre-registering, please contact Innisfree M&A Incorporated, our proxy solicitor in connection with the Annual Meeting. Stockholders may call toll-free at (877) 800-5195. Banks and brokers may call collect at (212) 750-5833.

Beneficial Owners

If, on the Record Date, your shares of common stock were held not in your name, but rather by a broker, bank, or other nominee, then you are the “beneficial owner” of shares held in “street name” and the Annual Meeting materials will be forwarded to you by your broker, bank or other nominee. Your broker, bank or nominee is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. Since you are not the stockholder of record, you may vote your shares during the Annual Meeting only by obtaining a “legal proxy” and following the instructions from your broker, bank or other nominee.

In order to attend the Annual Meeting, beneficial owners will need to pre-register by [●] [●].m., Pacific Time, on [●], [●] [●], 2025. To pre-register, please visit www.cesonlineservices.com/oprt25_vm with the control number from your GREEN voting instruction form or other instructions received from your broker, bank or other nominee. After registering, you will receive a confirmation email with a link and instructions for accessing the Annual Meeting. Verify that you have received the confirmation email in advance of the Annual Meeting, including the possibility that it may be in your spam or junk email folder. Registration requests must be received no later than [●] [●].m., Pacific Time, on [●], [●] [●], 2025.

We encourage you to vote in advance of the Annual Meeting. Beneficial owners who intend to vote during the Annual Meeting must obtain and submit a legal proxy from their broker, bank or other nominee. Most brokers, banks or other nominees allow a stockholder to obtain a legal proxy either online or by mail. Follow the instructions provided by your broker, bank or other nominee. If you request a legal proxy online and do not receive an email containing your legal proxy within two business days of such request, contact your broker, bank or other nominee. If you request a legal proxy by mail and do not receive it within five business days of such request, contact your broker, bank or other nominee.

You may submit your legal proxy either (i) in advance of the Annual Meeting by attaching the legal proxy (or an image thereof in PDF, JPG, JPEG, GIF or PNG file format) in an email to [email protected]; or (ii) along with your vote during the Annual Meeting. We must have your legal proxy in order for your vote submitted during the Annual Meeting to be valid. To avoid any technical difficulties on the day of the Annual Meeting, we encourage you to submit your legal proxy in advance in an email to [email protected] to ensure that your vote is counted. Multiple legal proxies must be combined into one document for purposes of uploading them to the Annual Meeting website.

If you have any questions or require any assistance with pre-registering, please contact Innisfree M&A Incorporated, our proxy solicitor in connection with the Annual Meeting. Stockholders may call toll-free at (877) 800-5195. Banks and brokers may call collect at (212) 750-5833.

May I ask questions at the Annual Meeting?

Stockholders who have completed the registration process in advance of the Annual Meeting may submit written comments or questions during the meeting by typing in the “Ask a Question” box and clicking the “Send” button that will be available on the meeting website during the meeting. Please see above for information on registering to attend the Annual Meeting.

We will only answer questions related to procedural matters during the Annual Meeting. Questions received during the Annual Meeting will be answered as the allotted meeting time permits. If we receive substantially similar questions, we may group them together and provide a single response to avoid repetition. In light of the number of business items on the meeting agenda and the need to conclude the meeting within a reasonable period of time, we cannot ensure that every stockholder who wishes to have a question or comment addressed during the Annual Meeting will be able to do so. We also reserve the right to exclude questions that relate to personal matters or are not relevant to meeting matters, as well as to edit profanity or other inappropriate language.

How do I vote?

We strongly encourage you to vote by proxy over internet, by telephone or by mail prior to the Annual Meeting. Regardless of how you hold your shares, voting by proxy ensures that if you are unable to attend the Annual Meeting, your shares will be voted at the Annual Meeting. Voting now will not limit your right to change your vote or to attend the Annual Meeting.

Stockholders of Record

If you are a stockholder of record, there are four ways to vote:

We strongly encourage you to vote online, by telephone or by mail prior to the Annual Meeting by following the instructions provided on the GREEN proxy card, even if you plan to attend the Annual Meeting.

This year, your proxy card looks different. As a result of the actions of Findell Capital, your GREEN proxy card has more names on it than there are seats up for election. Please carefully review the GREEN proxy card and only vote “FOR” the nominees and proposals recommended by our Board.

If you have any questions or require any assistance with voting, please contact Innisfree M&A Incorporated, our proxy solicitor in connection with the Annual Meeting. Stockholders may call toll-free at (877) 800-5195. Banks and brokers may call collect at (212) 750-5833.

Beneficial Owners

If you are a beneficial owner, you will receive a GREEN voting instruction form from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to direct your broker, bank or other nominee on how to vote your shares. Please see “What do I need to do to be able to vote at the Annual Meeting?” for additional information on voting at the Annual Meeting by beneficial owners.

This year, your voting instruction form looks different. As a result of the actions of Findell Capital, your GREEN voting instruction form has more names on it than there are seats up for election. Please carefully review the GREEN voting instruction form and only vote “FOR” the nominees and proposals recommended by our board of directors.

What is a proxy?

A proxy is your legal designation of another person to vote the shares that you own at the Annual Meeting. The person you designate is your “proxy,” and you give your proxy authority to vote your shares as you instruct by completing and returning one or more proxy card. By voting by proxy, each stockholder is able to cast his or her vote without having to virtually attend the Annual Meeting. Our Board has designated Raul Vazquez and Kathleen Layton, and each of them, with full power of substitution, to serve as proxy holders for the Annual Meeting.

Even if you plan to virtually attend the Annual Meeting, we recommend that you vote using the enclosed GREEN proxy card or GREEN voting instruction form prior to the Annual Meeting to ensure that your shares will be represented.

When GREEN proxy cards or GREEN voting instruction forms are properly dated, signed and returned, the shares represented thereby will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If the GREEN proxy card or GREEN voting instruction form is dated and signed but no specific instructions are given, the shares will be voted in accordance with the recommendations of our Board as described in this proxy statement. If you sign and return your GREEN proxy card or GREEN voting instruction form, the proxy holders will vote your shares according to their discretion on any proposal to adjourn the Annual Meeting, including for the purpose of soliciting votes in accordance with our board of directors’ recommendations, and on any other proposals and other matters that may be brought before the Annual Meeting. If the Annual Meeting is adjourned, the proxy holders can vote the shares on the new Annual Meeting date as well, unless you have properly revoked your proxy instructions, as described above.

Execution and delivery of a proxy by a stockholder of record will be presumed to be a proxy with respect to all shares held by such record holder unless the proxy specifies otherwise.

Can I change my vote or revoke my proxy?

Stockholders of Record

If you are a stockholder of record, you can change your vote or revoke your proxy any time before the Annual Meeting by:

Beneficial Owners

If you are a beneficial owner, you may revoke your proxy or change your vote only by following the instructions provided by your broker, bank or other nominee.

IF YOU HAVE ALREADY VOTED USING FINDELL CAPITAL’S PROXY CARD, WE URGE YOU TO

REVOKE THAT VOTE BY USING THE ENCLOSED GREEN PROXY CARD OR GREEN VOTING INSTRUCTION

FORM TO VOTE “FOR” THE NOMINEES AND PROPOSALS RECOMMENDED BY OUR BOARD.

Are a certain number of shares required to be present at the Annual Meeting?

A quorum is the minimum number of shares required to be present at the Annual Meeting to properly hold the meeting and conduct business under our amended and restated bylaws and Delaware law. The presence at the Annual Meeting, virtually or by proxy, of the holders of a majority of the voting power of the outstanding shares of stock entitled to vote at the Annual Meeting will constitute a quorum at the Annual Meeting for the transaction of business. If a quorum is established, each stockholder entitled to vote at the Annual Meeting will be entitled to one vote for each share of stock entitled to vote held by such stockholder as of the close of business on the Record Date. On the Record Date, there were [●] shares of common stock outstanding and entitled to vote. To have a

quorum the holders of shares representing an aggregate of [●] votes must be present, virtually or by proxy, at the Annual Meeting. Proxies received but marked as abstentions and “broker non-votes,” if any, will be included in the calculation of the number of votes considered to be present at the Annual Meeting and will be counted for quorum purposes.

What are “broker non-votes”? What is discretionary voting?

If, on the Record Date, your shares were held by a broker, bank or other nominee, then you are the “beneficial owner” of shares held in “street name.” The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, because you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid legal proxy from your broker, bank or other nominee. Please see “What do I need to do to be able to vote at the Annual Meeting?” for information on how to vote at the Annual Meeting.

A “broker non-vote” occurs when a broker who holds shares for another person has not received voting instructions from the owner of the shares and, under the applicable rules (the “Broker Rules”), does not have discretionary authority to vote on a matter. If you are a beneficial owner and do not provide voting instructions to your broker, bank or other nominee, then your shares will not be voted at the Annual Meeting on any proposal with respect to which your broker, bank or other nominee does not have discretionary authority. A broker, bank or other nominee does not have the authority to vote shares on any “non-routine” proposal, except in accordance with voting instructions received from you. On the other hand, your broker, bank or other nominee may vote your shares on “routine” proposals, if the broker, bank or other nominee has transmitted proxy-soliciting materials to you, as the beneficial owner of the shares, but has not received voting instructions from you on such proposals. Applicable national exchange rules determine whether proposals are “routine” or “non-routine.”

To the extent that your broker, bank or other nominee provides you with Findell Capital’s proxy materials (in addition to the Company’s proxy materials), none of the matters to be considered at the Annual Meeting will be considered “routine” under the Broker Rules. In such instance, if you do not provide voting instructions to your broker, bank or other nominee, your broker, bank, or other nominee will not have authority to vote your shares on Proposal Nos. 1, 2, 3, 4 or 5. As a result, if you are a beneficial owner, we encourage you to instruct your broker, bank or other nominee how to vote your shares using the enclosed GREEN voting instruction form.

However, to the extent that your broker, bank or other nominee does not provide you with Findell Capital’s proxy materials (in addition to the Company’s proxy materials), your broker, bank or other nominee will be entitled to vote your shares on “routine” matters, such as Proposal No. 5 (ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2025), without instructions from you. In that event, your broker, bank or other nominee is not entitled to vote your shares on “non-routine” items. If your shares are voted on Proposal No. 5 by your broker, bank or other nominee, your shares will constitute “broker non-votes” on each of the “non-routine” proposals (i.e., Proposals Nos. 1, 2, 3 and 4).

What vote is required to approve each proposal?

The vote required to approve each proposal, the effect of “broker non-votes,” if any, and the effect of abstentions are set forth below.

Who counts the votes?

We will retain an independent inspector of elections to tabulate the votes cast by proxy and in person at the Annual Meeting.

Who is Findell Capital? How is Findell Capital involved in the Annual Meeting?

Findell Capital is a New York-based hedge fund and activist investor that owns approximately 9.2% of our common stock. Findell Capital has notified us that it intends to nominate the Findell Nominee for election to the Board at the Annual Meeting, in opposition to one of the two nominees recommended by our Board. You may receive proxy solicitation materials from Findell Capital, including proxy statements and proxy cards. Our Board recommends that you disregard them. We are not responsible for the accuracy of any information provided by, or relating to, Findell Capital contained in any proxy solicitation materials filed or

disseminated by, or on behalf of, Findell Capital or any statements that Findell Capital or its representatives have made or may otherwise make. Our Board strongly urges you NOT to sign or return any proxy card or voting instruction form sent to you, by or on behalf of, Findell Capital.

Our Board does NOT endorse the Findell Nominee and unanimously recommends that you vote “FOR” the election of the individuals nominated by our Board: Carlos Minetti and Raul Vazquez. The presence of the Findell Nominee on the enclosed GREEN proxy card and GREEN voting instruction form is NOT an approval, or comment on the fitness, character, suitability or other qualifications, of the Findell Nominee. Our Board urges you to disregard any materials and NOT to sign, return or vote using any proxy card sent to you by, or on behalf, of Findell Capital, even as a protest vote.

If you have already voted using Findell Capital’s proxy card, you have every right to change your vote by (i) voting a later dated GREEN proxy card or GREEN voting instruction form or (ii) attending the Annual Meeting and voting your shares. Only your latest-dated proxy will count, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting by following the instructions above under “Can I change my vote or revoke my proxy?” If you need assistance with voting or have any questions, please contact Innisfree, our proxy solicitor assisting us in connection with the Annual Meeting. Stockholders may call toll free at (877) 750-8240. Banks and brokers may call collect at (212) 750-5833.

Why did I receive more than one proxy card?

Because Findell Capital has submitted the Findell Nominee for election to the Board in opposition to one of the two nominees recommended by our Board, we may conduct multiple mailings prior to the Annual Meeting to ensure that stockholders have our latest information and materials to vote. In that event, we will send you a new GREEN proxy card or GREEN voting instruction form with each mailing, regardless of whether you have previously voted. You may also receive more than one set of proxy materials, including multiple GREEN proxy cards or GREEN voting instruction forms, if you hold shares that are registered in more than one account. Please vote the GREEN proxy card or GREEN voting instruction form for every account that you own. The latest-dated proxy you submit will be counted. IF YOU WISH TO VOTE AS RECOMMENDED BY THE BOARD, THEN YOU SHOULD ONLY SUBMIT GREEN PROXY CARDS OR GREEN VOTING INSTRUCTION FORMS.

Why have I received different color proxy cards? What should I do if I receive a proxy card from Findell Capital?

You may receive proxy solicitation materials from Findell Capital, including proxy statements and proxy cards. Our Board recommends that you disregard them. We are not responsible for the accuracy of any information provided by, or relating to, Findell Capital contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Findell Capital or any statements that Findell Capital or its representatives have made or may otherwise make. The Board strongly urges you NOT to sign or return any proxy card or voting instruction form sent to you, by or on behalf of, Findell Capital.

We have provided you with the enclosed GREEN proxy card or GREEN voting instruction form. Our Board does NOT endorse the Findell Nominee, and the presence of the Findell Nominee on the enclosed GREEN proxy card and GREEN voting instruction form is NOT an approval, or comment on the fitness, character, suitability or other qualifications, of the Findell Nominee. Our Board strongly urges you to discard any card or solicitation materials that may be sent to you by Findell Capital and NOT sign or return any proxy card sent to you by, or on behalf of, Findell Capital. If you have already voted using Findell Capital’s

proxy card, you have every right to change your vote by (i) voting a later dated GREEN proxy card or GREEN voting instruction form or (ii) attending the Annual Meeting and voting your shares. Only your latest-dated proxy will count, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting by following the instructions above under “Can I change my vote or revoke my proxy?”

Is the Company using a universal proxy card in connection with voting at the Annual Meeting?

Yes. The SEC has adopted Rule 14a-19 under the Exchange Act, commonly referred to as the “universal proxy rules,” requiring the use of a universal proxy card by most public companies in contested director elections. This means that all of the Company’s director nominees and any nominees of stockholders will be listed on each proxy card that is sent to stockholders in connection with a contested meeting. Stockholders may vote for nominees from either or both of the Company’s slate and the dissident slate, but in any event may not vote for more nominees than there are seats available to be filled.

Because Findell Capital has provided notice of its intent to solicit votes to elect the Findell Nominee to the Board at the Annual Meeting, this year’s director elections are considered contested and a universal proxy card will be used. We and Findell Capital will each use our own version of a universal proxy card containing the names of the individuals nominated by our Board—which individuals are Carlos Minetti and Raul Vazquez—and the Findell Nominee. Even though we are required to include the Findell Nominee on our GREEN proxy card and GREEN voting instruction form, it does NOT mean that we recommend voting for the Findell Nominee. The Board does NOT endorse the Findell Nominee, and the presence of his name on the GREEN proxy card and GREEN voting instruction form is NOT an approval of the Findell Nominee’s fitness, character, suitability or other qualifications. Our Board unanimously recommends that you vote “FOR” the election of the individuals nominated by our Board: Carlos Minetti and Raul Vazquez.

What happens if I return a GREEN proxy card but give voting instructions for fewer than two candidates?

If an undervote (that is, voting “FOR” with respect to fewer than two nominees on Proposal No. 1) occurs on a GREEN proxy card, then the shares represented by that GREEN proxy card will be voted as marked. No discretionary authority is available to vote shares represented by an undervoted proxy card for the remaining director seats up for election.

What happens if I return a GREEN proxy card but give voting instructions for more than two candidates?

If an overvote (that is, voting “FOR” with respect to more than two nominees on Proposal No. 1) occurs on a GREEN proxy card, then the shares represented by that GREEN proxy card will be invalid and will not be counted on Proposal No. 1. Votes on other matters on that GREEN proxy card can be counted, including for purposes of determining a quorum.

What happens if Findell Capital withdraws or abandons its solicitation or fails to comply with the new universal proxy rules, and I already granted proxy authority in favor of Findell Capital?

If Findell Capital withdraws or abandons its solicitation or fails to comply with the universal proxy rules after a stockholder has already granted proxy authority, stockholders can still use a GREEN proxy card or GREEN voting instruction form to submit a later-dated vote over internet, by telephone or by mail.

If you do not revoke a proxy given in favor of the Findell Nominee prior to the Annual Meeting and Findell Capital withdraws or abandons its solicitation or fails to comply with the requirements of the universal proxy rules or our amended and restated bylaws (by, for example, failing to solicit the requisite number of holders of our outstanding common stock), any votes cast in favor of the Findell Nominee will be disregarded and not counted, whether such vote is provided on the GREEN proxy card or GREEN voting instruction form or a white proxy card or white voting instruction form.

How can I find out the results of the voting at the Annual Meeting?

Voting results will be reported in a Current Report on Form 8-K, which will be filed with the SEC within four business days after the Annual Meeting. If our final voting results are not available within four business days after the Annual Meeting, we will file a Current Report on Form 8-K reporting the preliminary voting results and subsequently file the final voting results in an amendment to the Current Report on Form 8-K within four business days after the final voting results are known to us.

Is my vote confidential?

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Oportun or to third parties, except as necessary to meet applicable legal requirements, to allow for the tabulation of votes and certification of the vote, or to facilitate a successful proxy solicitation.

May I inspect the stockholder list?

For a period of 10 days prior to the Annual Meeting, a list of stockholders of record as of the record date will be available for examination by stockholders of record during normal business hours at the Company’s principal offices as long as the examination is for a purpose germane to the Annual Meeting.

When are stockholder proposals due for next year’s annual meeting of stockholders?

Requirements for stockholder proposals to be considered for inclusion in our proxy materials.

Stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act and intended to be presented at the 2026 annual meeting of stockholders must be received by us not later than [   ], 2026 in order to be considered for inclusion in our proxy materials for that meeting.

Requirements for stockholder proposals to be brought before an annual meeting.

Our amended and restated bylaws provide that, for stockholder director nominations or other proposals to be considered at an annual meeting but not included in our proxy statement, the stockholder must give timely notice thereof in writing to our Corporate Secretary at Oportun Financial Corporation, 2 Circle Star Way, San Carlos, CA 94070. To be timely for the 2026 annual meeting of stockholders, a stockholder’s notice must be received by our Corporate Secretary at our principal executive offices not later than

5:00 p.m., Pacific Time, on [   ], 2026 and not earlier than 8:00 a.m., Pacific Time, on [   ], 2026, provided, however, that if the date of the 2026 annual meeting of stockholders is changed by more than 30 days from the first anniversary of the preceding year’s annual meeting, the notice to be timely must be received by our Corporate Secretary not earlier than 8:00 a.m., Pacific Time, on the 120^th day prior to the day of such annual meeting and not later than 5:00 p.m., Pacific Time, on the later of the 90^th day prior to the day of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10^th day following the day on which public announcement of the date of the annual meeting was first made by Oportun. A stockholder’s notice to the Corporate Secretary must also set forth the information required by our amended and restated bylaws.

In addition to satisfying the requirements of our amended and restated bylaws, including the earlier notice deadlines set forth above and therein, to comply with universal proxy rules, stockholders who intend to solicit proxies in support of director nominees (other than our nominees) must also provide notice that sets forth the information required by Rule 14a-19 of the Exchange Act, no later than [   ], 2026.

Availability of Bylaws

A copy of our amended and restated bylaws may be obtained on our investor relations website (http://investor.oportun.com/corporate-governance/governance-documents).

Who is paying for this proxy solicitation?

Our Board is soliciting your vote in connection with the Annual Meeting. Proxies will be solicited on behalf of our Board by the Company’s directors and certain executive officers and other employees of the Company. Such persons are listed in Appendix D to this proxy statement. The Company will pay all costs of soliciting proxies, preparing, printing, assembling, and delivering the Notice of Annual Meeting of Stockholders, this proxy statement and any additional materials, as well as the cost of forwarding solicitation materials to the beneficial owners of stock and all other costs of solicitation. Solicitation of proxies may be in person, by telephone, electronic mail or personal solicitation by the Company’s directors, officers or other employees.

As a result of the proxy contest initiated by Findell Capital, we may incur substantial additional costs in connection with the solicitation of proxies. We have retained Innisfree M&A Incorporated (“Innisfree”) to assist us in the solicitation of proxies for a fee of up to $[●] plus out-of-pocket expenses. Innisfree expects that approximately [●] of its employees will assist in the solicitation. Our expenses related to the solicitation of proxies from stockholders this year may substantially exceed those normally spent for an annual meeting of stockholders. Such additional costs are expected to aggregate up to approximately $[●], exclusive of any costs related to any litigation in connection with the Annual Meeting. The actual amount could be higher or lower depending on the facts and circumstances arising in connection with this solicitation. These additional solicitation costs are expected to include: the fee payable to our proxy solicitor; increased mailing costs, such as the costs of additional mailings of solicitation material to stockholders, including printing costs, mailing costs and the reimbursement of reasonable expenses of banks, brokerage houses and other agents incurred in forwarding solicitation materials to beneficial owners of common stock; and the costs of retaining an independent inspector of election. To date, we have incurred approximately $[●] of these solicitation costs.

Other than the persons described in this proxy statement, no general class of employee of the Company will be employed to solicit stockholders in connection with this proxy solicitation. However, in the course of their regular duties, the Company’s employees, officers and directors may be asked to perform clerical or ministerial tasks in furtherance of the solicitation. None of these individuals will receive any additional or special compensation for doing this, but they may be reimbursed for reasonable out-of-pocket expenses. We will, upon request, reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material distributed by the Company to the beneficial owners of stock.

How can I contact Oportun’s transfer agent?

Stockholders may contact our transfer agent, Equiniti Trust Company, LLC, by calling 1-800-937-5449, by emailing [email protected], or by writing to EQ, PO Box 500, Newark, NJ 07101. Also see our transfer agent’s website at https://equiniti.com to get more information about these matters.

What is “householding” and how can I obtain an additional copy of the proxy statement?

The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for annual meeting materials with respect to two or more stockholders sharing the same address by delivering a single set of annual meeting materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

However, due to the contested nature of the Annual Meeting, householding will not be implemented this year. If you would like a separate copy of this proxy statement or our annual report now or in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you may contact Innisfree M&A Incorporated at (877) 750-0926.

BACKGROUND TO THE SOLICITATION

The summary below details the material events and communications between the Company and Findell Capital leading up to this solicitation. This summary does not purport to catalog every conversation of or between members of our Board, the Company’s management and the Company’s advisors, on the one hand, and Findell Capital and its representatives and advisors, on the other hand.

As part of the Company’s ongoing commitment to increase stockholder value, our Board and management team regularly review the Company’s priorities and opportunities and assess them against a variety of strategic options. Consistent with its fiduciary duty, our Board seriously evaluates any credible proposal or value-creating opportunity. In service of that objective, the Company is committed to best-in-class stockholder engagement and regularly meets with stockholders (including Findell Capital) to better understand their perspectives.

The Company has been on a multi-year journey to improve operational and financial results. Those efforts are bearing fruit. In 2024, we:

In the first quarter of 2025, we:

These are significant achievements that validate our strategic direction.

At the same time, we have continued to thoughtfully evolve our governance practices. For example, we:

As a further testament to our commitment to best-in-class corporate governance, at the Annual Meeting, we are submitting a proposal to begin to declassify our Board.

Oportun is in a very different position than it was just two years ago, and we are proud of the progress we’ve made. Despite that, Findell Capital has chosen to pursue a costly and disruptive proxy contest at the Annual Meeting—a continuation of a multiyear effort to destabilize and distract our Board and management team. At the Annual Meeting, Findell Capital seeks the highly unusual outcome of removing our chief executive officer as a member of our Board. We have engaged actively, repeatedly and in good faith with Findell Capital, striving to foster a constructive and collaborative relationship, with the goal of enhancing value for all stockholders. We have been open to a reasonable resolution with Findell Capital at every turn.

Our engagement with Findell Capital and its principal, Brian Finn, began in earnest in 2023.

Many of the points raised by Findell Capital were under consideration and discussed by our Board prior to our engagement with Brian Finn and Findell Capital. For example, beginning in May 2022 and continuing through 2023, our Board regularly discussed and evaluated various operating expense reduction strategies with the goal of enhancing operational efficiency and supporting the Company’s long-term financial objectives. In addition, beginning in November 2022, our Board was actively discussing Board refreshment, including ideal Board size, composition and desired skillsets to support the Company’s strategy.

On February 9, 2023, we announced a plan to streamline operations and reduce expenses by approximately $38 million.

On March 29, 2023, Findell Capital issued a public statement that, among other things, called on the Company to further reduce operating expenses.

On April 28, 2023, Raul Vazquez, our chief executive officer, and independent directors R. Neil Williams and Carl Pascarella spoke with Mr. Finn to better understand his perspectives on the Company. At the time, Mr. Pascarella served as lead independent director.

Later on April 28, 2023, Mr. Finn sent a letter to Messrs. Williams and Pascarella regarding Findell’s perspectives on the Company and its cost structure.

On May 8, 2023, in connection with announcing our first quarter of 2023 financial results, we announced an expansion of our efforts to reduce expenses beyond those announced in February 2023, further reducing expenses by up to $83 million on an annualized basis.

On May 9, 2023, Findell Capital issued a press release applauding the Company for reducing costs and noting that the reductions were a demonstration that our Board and management team “were willing to constructively… listen to [Findell Capital’s] concerns.”

After this communication, we continued to engage regularly with Findell Capital to better understand its perspectives, with members of our Board participating in these conversations.

On October 11, 2023, we announced a series of corporate governance enhancements, including the adoption of a majority voting standard in uncontested director elections and the elimination of the supermajority vote provisions in our bylaws. We also announced that we would submit for stockholder approval at the 2024 Annual Meeting a proposal to eliminate the supermajority vote provisions in our Certificate of Incorporation.

On November 4, 2023, Carl Pascarella retired from our Board and Mr. Williams assumed the role of lead independent director.

On November 6, 2023, in connection with announcing our third quarter 2023 results, we announced a series of personnel and other cost saving measures to reduce expenses and streamline efficiency, including a reduction in force of corporate staff and plans to streamline our product suite, further reducing expenses by approximately $80 million on an annualized basis.

On November 9, 2023, Findell Capital recommended that we consider the appointment of a former executive to the Board.

On December 4, 2023, Findell Capital issued a press release. In addition to threatening a proxy fight at the 2024 Annual Meeting, Findell Capital also expressed the perspective that Mr. Vazquez should be replaced as chief executive officer and that all four of the directors whose terms would expire at the 2024 Annual Meeting should be replaced with directors who have “non-prime consumer lending experience.”

After this communication, we continued to engage regularly with Findell Capital to better understand its perspectives, with members of our Board participating in these conversations.

On February 7, 2024, we added Messrs. Daswani and Minetti to our Board. Messrs. Daswani and Minetti each have significant experience in consumer finance, along with extensive executive and public company experience. These additions were part of our ongoing efforts to refresh our Board.

On March 7, 2024, Findell Capital nominated three individuals for election to our Board at the 2024 Annual Meeting. One of these individuals was Scott Parker, who currently serves as a member of our Board.

Following these nominations, we engaged repeatedly with Findell Capital in an effort to find a constructive and collaborative resolution to a possible proxy contest at the 2024 Annual Meeting.

On March 12, 2024, we announced a plan to reduce an additional $30 million of operating expenses.

On April 19, 2024, we entered into a cooperation agreement with Findell Capital. Under this agreement, Findell Capital agreed to withdraw its nomination of director candidates and to abide by customary “standstill” obligations. In exchange, we appointed Mr. Parker to our Board and agreed to include Rich Tambor as a member of our Board’s slate of director nominees at the 2024 Annual Meeting. Messrs. Parker and Tambor were both recommended for membership on our Board by Findell Capital.

Following the cooperation agreement, we continued to engage with Findell Capital, with members of our Board participating in numerous conversations with Mr. Finn. We also received letters from Findell Capital on June 5, 2024, July 2, 2024, August 19, 2024 and October 7, 2024. These letters generally expressed concern about market perception of Oportun and requested unspecified governance changes.

On June 26, 2024, we held the 2024 Annual Meeting. The proposal to eliminate the supermajority vote provisions in our Certificate of Incorporation did not receive sufficient votes to be approved.

Following the 2024 Annual Meeting, our Board considered the voting results at the 2024 Annual Meetings, including in respect of the election of directors. Our Board noted the presence of an unusually large number of “broker non-votes” at the meeting and the implications this had on voting results at the meeting.

On October 29, 2024, we announced that, following an extensive review of a range of alternatives led by our Board, we entered into a new senior secured term loan to refinance our existing corporate financing facility. Our Board unanimously determined that this was the least dilutive financing option available and would best position the Company for the future by further strengthening the Company’s balance sheet and liquidity as well as enhancing the Company’s ability to generate consistent cash flow and deliver increased stockholder value.

On November 5, 2024, Findell Capital sent a letter to our Board expressing a desire to see additional expense reductions and requesting unspecified governance changes.

On November 25, 2024, Findell Capital sent a letter to our Board requesting unspecified governance changes, as well as further cost reductions and the end to our policy of capping our annual percentage rate at 36%.

On January 23, 2025, the Company received a request from Findell Capital for the director nominee questionnaire contemplated by the Company’s bylaws. We provided this questionnaire to Findell Capital on January 29, 2025.

On February 21, 2025, Findell Capital sent a letter to our Board. In this letter, Findell Capital stated that it was considering nominating two directors to replace Messrs. Vazquez and Williams at the Annual Meeting and noted that, if its proxy contest was successful, Findell Capital would also seek to remove three additional independent directors “through a special election.” Findell Capital also stated that if Mr. Williams would retire from our Board and one of Messrs. Minetti, Parker or Tambor were to become lead independent director, then Findell Capital “would end … activism [at Oportun] … and switch from being 13D filers to being 13G filers.” Findell Capital also criticized the size of the Board and the classified Board structure.

On February 28, 2025, the nominating, governance and social responsibility committee met to discuss the letter from Findell Capital. At this meeting, the committee concluded that the identity of the lead independent director should be determined by the full Board through its established governance process. This approach would ensure independence, continuity, and alignment with the best interests of all stockholders.

On March 3, 2025, our Board met and concluded that it was not a good governance practice or appropriate for Findell Capital to dictate the identity of the lead independent director. In the interest of resolving a possible proxy contest at the Annual Meeting, our Board approved presenting a settlement proposal to Findell Capital containing the following terms: (1) Mr. Williams would retire from our Board at the Annual Meeting; (2) our Board would choose a new lead independent director in accordance with its normal practices, with all interested directors receiving consideration for that role; and (3) the applicable terms of the existing cooperation agreement would be extended for multiple additional years. During this and subsequent discussions, Mr. Williams made clear that he did not desire to leave our Board but was willing to retire if that would help to avoid a proxy contest at the Annual Meeting. This settlement proposal was subsequently communicated to Findell Capital.

On March 7, 2025, counsel for Findell Capital informed counsel for the Company that Findell Capital would only consider a settlement that involved Mr. Williams leaving our Board and one of Messrs. Minetti, Parker or Tambor immediately becoming lead independent director.

Later on March 7, 2025, Mr. Finn sent an email to our Board calling for all of the legacy members of our Board to be replaced. We interpret “legacy members” to mean those directors serving on our Board prior to Messrs. Daswani, Minetti, Parker and Tambor joining our Board in 2024. Findell Capital reiterated that it would only consider a settlement that involved Mr. Williams leaving our Board and one of Messrs. Minetti, Parker or Tambor immediately becoming lead independent director.

On March 10, 2025, our Board met and discussed the latest communications with Findell Capital.

On March 10, 2025, in response to a request that Findell Capital clarify the terms of its willingness to agree to a settlement, counsel for Findell Capital informed counsel for the Company that Findell Capital was seeking (1) Mr. Williams’ departure from our Board; (2) one of Messrs. Minetti, Parker or Tambor immediately becoming lead independent director; and (3) two of Messrs. Minetti, Parker or Tambor becoming the chairs of the credit risk and finance committee and the nominating, governance and social responsibility committee.

On March 11, 2025, counsel for Findell Capital informed counsel for the Company that Findell Capital would agree to (1) a one-year standstill if one of Messrs. Minetti, Parker or Tambor immediately became lead independent director; and (2) a two-year standstill if, in addition to the action specified in (1), two of Messrs. Minetti, Parker or Tambor became the chairs of the credit risk and finance committee and the nominating, governance and social responsibility committee.

On March 12, 2025, our Board met. At the meeting, our Board concluded that it remained interested in resolving a possible proxy contest at the Annual Meeting. Our Board approved presenting a settlement proposal to Findell Capital containing the following terms: (1) Mr. Williams would retire from our Board at the Annual Meeting; (2) our Board would choose a new lead independent director in accordance with its normal practices, with all interested directors receiving consideration for that role; and (3) our Board would present to stockholders at the Annual Meeting a proposal to declassify our Board. This settlement proposal was subsequently communicated to Findell Capital.

Later on March 12, 2025, Findell Capital rejected the settlement proposal described above.

On March 13, 2025, the cooperation agreement with Findell Capital expired pursuant to its terms.

On March 16, 2025, our Board met and discussed the latest communications with Findell Capital.

On March 20, 2025, Findell Capital issued a press release stating that it intended to nominate two directors to oppose the election of Messrs. Vazquez and Williams at the Annual Meeting. This press release also criticized our Board as being too large.

Later on March 20, 2025, we issued a press release highlighting the substantial progress made by Oportun in executing on its strategic goals and building stockholder value, as well as the strength of our Board.

On March 26, 2025, Findell Capital notified the Company of its nomination of Sandra Bell and Warren Wilcox (together, the “Findell Candidates”) for election as directors at the Annual Meeting.

Later on March 27, 2025, we issued a press release confirming the receipt of Findell Capital’s director nominations.

On April 2, 2025, Findell Capital sent a letter to our Board. In this letter, Findell Capital stated that it would withdraw its director nominations if (1) Mr. Williams departed our Board; (2) one of Messrs. Minetti, Parker or Tambor became lead independent director; and (3) “the experienced directors receiv[ed] committee leadership roles.”

On April 4, 2025, our Board met. After discussing the Findell Candidates and the latest communications from Findell Capital, our Board requested that Messrs. Parker and Williams meet with Mr. Finn to discuss possible ways to avoid a proxy contest at the Annual Meeting.

On April 7, 2025, Messrs. Parker and Williams spoke with Mr. Finn. During this meeting, Mr. Finn stated that (1) our Board was too large; (2) he was interested in seeing our Board be comprised of only seven or eight individuals; and (3) all members of our Board should have substantive experience in consumer lending. Although he reiterated his prior demands that (1) Mr. Williams depart our Board and (2) one of Messrs. Minetti, Parker or Tambor became lead independent director, Mr. Finn expressed a willingness to consider a settlement where Mr. Williams and one other legacy director would leave our Board.

On April 10, 2025, our Board met. After discussing the April 7, 2025, meeting with Mr. Finn, our Board concluded that it did not believe that any of the proposals outlined by Mr. Finn represented a basis for settlement. This determination was subsequently communicated to Findell Capital.

On April 11, 2025, Findell Capital provided the Company with a customary demand for stockholder list materials. These materials were provided to Findell Capital on or about April 28, 2025.

On April 24, 2025, we announced that the record date for the Annual Meeting would be May 27, 2025.

On April 25, 2025, we requested to interview the Findell Candidates.

Later on April 25, 2025, counsel for Findell Capital declined to make the Findell Candidates available for interviews.

On April 28, 2025, we reiterated our request to interview the Findell Candidates.

Later on April 28, 2025, counsel for Findell Capital confirmed that the Findell Candidates would be made available for interviews.

On April 30, 2025, our Board met to discuss the Annual Meeting and possible director slates.

On May 5, 2025, Findell Capital withdrew Ms. Bell as a director candidate.

Also on May 5, 2025, Findell Capital published an open letter to stockholders. This letter criticized our Board as being too large, in addition to calling for cost reductions, the end to our policy of an interest rate cap, the declassification of our Board and the installation of Messrs. Minetti, Parker and Tambor in Board leadership roles.

On May 6, 2025, our Board met to discuss the Annual Meeting and possible director slates. As part of that process, our Board discussed ideal Board size and composition, including a review of the skills and experience of the current directors. After considering stockholder feedback regarding the size of our Board and peer and corporate governance best practices, our Board recognized that a smaller Board would be both more conventional and efficient. Accordingly, the Board determined to nominate Messrs. Minetti and Vazquez for election at the Annual Meeting, with Messrs. Parker and Williams not standing for re-election.

On May 6, 2025, the Chair of our Nominating, Governance and Social Responsibility Committee, Ginny Lee, interviewed the Findell Nominee.

On May 7, 2025, Findell Capital filed a preliminary proxy statement with the SEC.

On May 8, 2025, we sent a letter to Findell Capital requesting additional information about the Findell Nominee’s background.

On May 10, 2025, our Board met. At this meeting, our Board discussed the possibility of commencing a process to declassify the Board. Among other things, our Board considered stockholder feedback on the classified Board and governance practices at other companies. In addition, our Board considered its prior discussions, which had occurred over several years, concerning our governance practices. Our Board determined to present a proposal to amend our Certificate of Incorporation to declassify our Board at the Annual Meeting. In addition, our Board determined to again present a proposal to eliminate the supermajority vote provisions in our Certificate of Incorporation at the Annual Meeting.

On May 12, 2025, Findell Capital responded to our request for additional information on the Findell Nominee.

On May 15, 2025, in an effort to avoid additional expense and distraction of a proxy contest, we presented a settlement proposal to Findell Capital containing the following terms: (1) our Board would present to stockholders at the Annual Meeting a proposal to declassify our Board; (2) our Board would present to stockholders at the Annual Meeting a proposal to eliminate the supermajority voting requirements for amending our Charter; (3) we would work with Findell Capital in good faith to seek their input with respect to a new independent director candidate with lending and/or financial institutions experience, aligned with a profile developed by our nominating, governance and social responsibility committee; (4) we would agree to reimburse Findell Capital with reasonable, documented out-of-pocket expenses; and (5) Findell Capital would agree to a multi-year standstill agreement. Findell Capital did not respond to the proposal.

On May 16, 2025, we filed a preliminary proxy statement with the SEC.

Proposal No. 1 — Election of Directors

Our Board has nominated Messrs. Minetti and Vazquez for election as Class III directors at the Annual Meeting. Each has consented to being named as a nominee in a proxy statement and to serve as a Class III director, if elected. Messrs. Minetti and Vazquez are currently directors of the Company. The current terms of Messrs. Williams and Parker will expire at the Annual Meeting. Our Board thanks Messrs. Williams and Parker for their distinguished service as directors and for their contributions to Oportun.

Our Board believes that each director nominee for election at the Annual Meeting is highly qualified. For information concerning the nominees, see “Board of Directors Biographies.”

Our Board is currently composed of 10 members. Immediately following the Annual Meeting, the size of the Board will be reduced to eight members. In accordance with our amended and our Certificate of Incorporation, our Board is divided into three classes with staggered three-year terms. One class is elected each year at the annual meeting of stockholders for a term of three years. This classification of our Board may have the effect of delaying or preventing changes in control of the Company. Our directors are divided into the three classes as follows:

We believe that all nominees will be able and willing to serve if elected. However, if any nominee should become unable or unwilling to serve for any reason, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of directors that constitute our Board.

As described previously, Findell Capital has notified us that it intends to nominate the Findell Nominee for election to the Board at the Annual Meeting, in opposition of one of the two nominees recommended by our Board. As a result, assuming the Findell Nominee is in fact nominated for election at the Annual Meeting and the nomination has not been withdrawn by Findell Capital, the number of director nominees will exceed the number of directors to be elected at the Annual Meeting. Accordingly, the two director nominees receiving the greatest number of votes cast “FOR” their election will be elected.

Please refer to Findell Capital’s proxy statement for the additional information concerning the Findell Nominee. Findell Capital’s proxy statement and any other relevant documents can be accessed without cost at the SEC’s website, http://www.sec.gov. We are not responsible for the accuracy of any information provided by, or relating to, Findell Capital or the Findell Nominee.

Our Board does NOT endorse the Findell Nominee. The presence of the Findell Nominee on the enclosed GREEN proxy card and GREEN voting instruction form is NOT an approval of, or comment on, the fitness, character, suitability or other qualifications of the Findell Nominee. Our Board strongly urges you to NOT to sign or return any proxy card or voting instruction form sent to you by, or on behalf of, Findell Capital. If you have previously submitted a proxy card or voting instruction form sent to you by, or on behalf of, Findell Capital, please revoke that proxy and vote for the Board’s nominees and on the other matters to be voted on at the Annual Meeting by (i) signing, dating and mailing the enclosed GREEN proxy card or GREEN voting instruction form in the postage-paid envelope provided or (ii) following the instructions on the enclosed GREEN proxy card or GREEN voting instruction form to vote via the internet or by telephone. Only your latest-dated proxy will count.

OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” EACH OF THE BOARD’S NOMINEES (CARLOS MINETTI AND RAUL VAZQUEZ) ON THE ENCLOSED GREEN PROXY CARD OR GREEN VOTING INSTRUCTION FORM.

Proposal No. 2 — Adoption of Amendment to Our Certificate of Incorporation to Eliminate Supermajority Voting Provisions

Currently, our Certificate of Incorporation provides that in order for the stockholders to take certain actions, those actions require the approval of more than a majority vote by stockholders. More specifically:

A similar proposal submitted by us to our stockholders at the 2024 Annual Meeting did not receive sufficient support from our stockholders to be approved. After considering the advantages and disadvantages of these supermajority voting provisions, including the feedback received from our stockholders, the Board has determined it is in the best interests of the Company and its stockholders to resubmit this proposal to amend our Certificate of Incorporation to eliminate these supermajority voting provisions and make certain other administrative changes. As such, the Board has unanimously approved, and recommends that the Company’s stockholders approve, an amendment to our Certificate of Incorporation to eliminate these supermajority voting provisions and make certain other administrative changes.

The proposed amendments to our Certificate of Incorporation contemplated by this Proposal No. 2 are attached to this Proxy Statement as Appendix B.

On October 10, 2023, the Board approved the amendment and restatement of our amended and restated bylaws in order to, among other things, replace the provision requiring a supermajority vote in order for our stockholders to amend our bylaws with a majority vote threshold.

If this Proposal No. 2 is approved, the amendment of our Certificate of Incorporation will occur upon the filing of the amendments to our Certificate of Incorporation with the Delaware Secretary of State. The Company will make that filing promptly after the Annual Meeting if our stockholders approve the amendment. If this Proposal No. 2 is not approved, the supermajority provisions in our Certificate of Incorporation will not be eliminated. Approval of this Proposal No. 2 is not conditioned on the approval of Proposal No. 3.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO. 2.

Proposal No. 3 — Adoption of Amendment to Our Certificate of Incorporation to Declassify our Board and Provide for the Annual Election of Directors

Our Board is currently comprised of 10 members, and immediately after the Annual Meeting, the size of the Board will be reduced to eight members. In accordance with our Certificate of Incorporation, our Board is divided into three classes with staggered three-year terms. Our Board has determined that it is advisable and in the best interests of Oportun and our stockholders to amend our Certificate of Incorporation, in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), to phase out of the classified board structure so that all directors stand for election annually beginning at the 2028 annual meeting of stockholders.

If this Proposal No. 3 is approved by our stockholders, commencing with the election of directors at our 2026 annual meeting, all directors whose terms are expiring will be elected annually for terms of one year. In addition, each director elected after this Annual Meeting will hold office until the next succeeding annual meeting of stockholders and until his or her successor has been duly elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal. To ensure a smooth transition to the new declassified structure and to permit the current directors and those directors elected in this Annual Meeting to serve out the three-year terms to which the stockholders elected such directors, this proposal will not shorten the term of any director elected before the 2026 annual meeting. Thus, at the 2026 annual meeting of stockholders, if re-nominated, each Class I director would stand for election for one-year terms and until his or her successor has been duly elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal. At the 2027 annual meeting of stockholders, each Class I and Class II director will stand for election for a one-year term, and until his or her successor has been duly elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal. At the 2028 annual meeting of stockholders, each Class I, Class II and Class III director will stand for election for a one-year term and until his or her successor has been duly elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal, such that the declassification of the Board is complete following the 2028 annual meeting of stockholders.

For several years, our Board has discussed that, as we seasoned as a public company, it may be appropriate to evolve our governance structure and move toward declassification of our Board. In addition, from time to time certain of our stockholders (including Findell Capital) expressed the perspective that they would like to see the Company move to declassify our Board.

In deciding to approve this Proposal No. 3, our Board discussed the considerations in favor of maintaining a classified board. Our Board also discussed the considerations in favor moving to a declassified board, including that a classified board can be viewed as diminishing a board’s accountability to stockholders because it does not enable stockholders to express a view on each director’s performance by means of an annual vote. After examining our corporate governance policies, and considering our stage of development as a public company, our Board determined to present this Proposal No. 3 to stockholders. Our Board believes that approval of a phase out of the classified board structure will ensure a smooth transition to the new declassified structure of our Board.

This Proposal No. 3, if approved, would not change our Board’s authority to change the present number of directors and to fill any vacancies or newly created directorships. Any director appointed to fill newly created director seats or vacancies would hold office for the remaining term of his or her predecessor.

In addition, a provision in a Delaware corporation’s organizational documents that provides that a director may only be removed “for cause” by the stockholders is not valid if the corporation has a nonclassified board of directors. As a result, the amendment to our Certificate of Incorporation contemplated by this Proposal No. 3 provides that directors may be removed in accordance with relevant Delaware law principles.

The proposed amendments to our Certificate of Incorporation contemplated by this Proposal No. 3 are attached to this Proxy Statement as Appendix/C.

If this Proposal No. 3 is approved, the amendment of our Certificate of Incorporation will occur upon the filing of the amendments to our Certificate of Incorporation with the Delaware Secretary of State. The Company will make that filing promptly after the Annual Meeting if our stockholders approve the amendment. If this Proposal No. 3 is not approved, our Board will remain classified. Approval of this Proposal No. 3 is not conditioned on the approval of Proposal No. 2.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO. 3.

Proposal No. 4 — Advisory Non-binding Vote on Executive Compensation

In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, our stockholders have the opportunity to cast an annual advisory non-binding vote to approve the compensation of our NEOs as disclosed pursuant to the SEC’s compensation disclosure rules, which disclosure includes “Executive Compensation,” the compensation tables, and the narrative disclosures that accompany the compensation tables (a “Say-on-Pay” vote). We encourage stockholders to read “Executive Compensation,” beginning on page 45 of this proxy statement, which describes the details of our executive compensation program and the decisions made by the compensation and leadership committee in 2024. This vote is not intended to address any specific item of compensation or any specific NEO, but rather the overall compensation of all of our named executive officers and the philosophy, policies, and practices described in this Proxy Statement. Our Board and compensation and leadership committee believe that these policies and practices are effective in implementing our compensation philosophy and in achieving our compensation program goals.

Accordingly, we are asking our stockholders to vote “FOR” the following resolution:

RESOLVED, that the stockholders hereby approve, on an advisory non-binding basis, the compensation paid to the Company’s NEOs, as disclosed in the Company’s proxy statement for the Annual Meeting, pursuant to the compensation disclosure rules of the SEC, including in “Executive Compensation,” the compensation tables and the narrative discussions that accompany the compensation tables.

As an advisory vote, the proposal is not binding on our management team, our Board and our compensation and leadership committee. However, the compensation and leadership committee and our Board value the opinions expressed by stockholders in their votes on this proposal and will consider the outcome of this vote when making future executive compensation decisions.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO. 4.

Proposal No. 5 — Ratification of the Selection of Independent Registered Public Accounting Firm

Our audit and risk committee has selected Deloitte & Touche LLP, as our independent registered public accounting firm to audit our consolidated financial statements for the year ending December 31, 2025. Deloitte & Touche LLP has served as our independent registered public accounting firm since 2010. The audit and risk committee reviews the performance of the independent registered public accounting firm annually.

At the Annual Meeting, stockholders are being asked to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2025. Stockholder ratification of the appointment of Deloitte & Touche LLP is not required by our amended and restated bylaws or other applicable legal requirements. However, our Board is submitting the selection of Deloitte & Touche LLP to our stockholders for ratification as a matter of good corporate governance. In the event that this selection is not ratified by the affirmative vote of a majority of the shares present in person or by proxy and entitled to vote on the subject matter, such selection will be reconsidered by our audit and risk committee. Even if the selection is ratified, our audit and risk committee, in its sole discretion, may select another independent registered public accounting firm at any time during the year ending December 31, 2025 if the committee believes that such a change would be in the best interests of Oportun and its stockholders. A representative of Deloitte & Touche LLP is expected to be present during the Annual Meeting, where he or she will be available to respond to appropriate questions from stockholders and, if he or she desires, to make a statement.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO. 5.

Principal Accountant Fees and Services

The following table reflects the aggregate fees for audit and other services provided by Deloitte & Touche LLP for the years ended December 31, 2024 and 2023:

Audit and Risk Committee Oversight of Independence and Pre-Approval Policy

At least annually, consistent with the applicable SEC and Public Company Accounting Oversight Board (“PCAOB”) rules, the audit and risk committee receives and reviews written disclosures from our independent registered public accounting firm, Deloitte & Touche LLP, delineating all relationships between them, or their affiliates, and the Company, or persons in financial oversight roles at the Company, that may reasonably be thought to bear on independence. The audit and risk committee considers and discusses with Deloitte & Touche LLP any potential effects of any such relationships on their independence as well as any compensation or services that could affect their objectivity and independence.

As part of the audit and risk committee’s oversight of independence, the committee determines and approves engagements of Deloitte & Touche LLP to perform any proposed permissible non-audit services, including the scope of the service and the compensation to be paid, prior to the commencement of such engagements. All of the services provided by Deloitte & Touche LLP for the years ended December 31, 2024 and 2023 described above were pre-approved by the audit and risk committee. Our audit and risk committee has determined that the rendering of services other than audit services by Deloitte & Touche LLP is compatible with maintaining the principal accountant’s independence.

Directors, Executive Officers, and Corporate Governance

We are strongly committed to sound corporate governance practices, which we have established to serve the best interests of our company and our stockholders. These practices provide an important framework within which our Board and management can pursue our strategic objectives. Some highlights of our corporate governance practices are listed below:

Our Board is currently comprised of 10 members, divided into three classes with staggered three-year terms. Nine of our 10 directors are independent within the meaning of the independent director requirements of the Nasdaq Stock Market LLC (“Nasdaq”). Messrs. Williams and Parker are not nominated for re-election to the Board, and their terms will expire at the Annual Meeting. The size of the Board will be reduced to eight members, effective immediately prior to the Annual Meeting. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring.

Our Board consists of a diverse group of highly qualified leaders in their respective fields. The Board and the nominating, governance and social responsibility committee believe the skills, qualities, attributes and experience of our directors provide Oportun with business acumen and a diverse range of perspectives to engage each other and management to carefully address Oportun’s evolving needs and represent the best interests of Oportun stockholders.

Director Experience and Expertise

The chart below summarizes what our Board believes are desirable types of experience, qualifications, attributes and skills possessed by one or more of our directors, because of their particular relevance to Oportun’s business. The following chart does not encompass all the experience, qualifications, attributes or skills of our directors.

Director Independence

The listing rules of Nasdaq generally require that a majority of the members of a listed company’s board of directors be independent. In addition, the listing rules generally require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and governance committees be independent.

In addition, audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries. Additionally, compensation committee members must satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act. In order to be considered independent for purposes of Rule 10C-1, a member of the compensation committee of a listed company may not, other than in his or her capacity as a member of the compensation committee, the board of directors, or any other board committee: accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries.

Our Board conducts an annual review of the independence of our directors. In its most recent review, our Board determined that Ms. Barefoot, Mr. Daswani, Ms. Lee, Mr. Minetti, Mr. Miramontes, Mr. Parker, Ms. Smith, Mr. Tambor and Mr. Williams, representing nine of our 10 directors, are “independent directors” as defined under the applicable listing standards of Nasdaq and the applicable rules and regulations promulgated by the SEC. Our Board has also determined that all members of our audit and risk committee, compensation and leadership committee, and nominating, governance and social responsibility committee are independent and satisfy the relevant SEC and Nasdaq independence requirements for such committees.

Family Relationships

There are no family relationships among any of our directors or executive officers.

Board Leadership Structure

Mr. Williams currently serves as our Lead Independent Director. We do not have a Chairman of our Board. Following the conclusion of Mr. Williams’ tenure on the Board at the Annual Meeting, the Board will select a new Lead Independent Director. The Board believes that the current structure allows our CEO to focus on managing Oportun, while leveraging our Lead Independent Director’s experience to drive accountability at the Board level. The Board also believes its current leadership structure best serves our overall corporate structure and the Board’s ability to carry out its roles and responsibilities on behalf of Oportun’s stockholders, including its oversight of management and corporate governance matters.

The current membership and function of each standing committee is described on the following page. Each committee operates under a written charter adopted by the Board, which is available at https://investor.oportun.com/corporate-governance.

Executive Sessions of Independent Directors

In order to encourage and enhance communication among independent directors, and as required under applicable Nasdaq rules, our independent directors meet in regularly scheduled executive sessions on a quarterly basis, at which only independent directors are present. Our Board believes that executive sessions foster open and frank communication among the independent directors, which will ultimately add to the effectiveness of our Board, as a whole.

Board Meetings and Attendance

Our Board and its committees meet at least quarterly and also hold special meetings and act by written consent from time to time. Our Board met 18 times during our last fiscal year. During our last fiscal year, each director attended 75% or more of the aggregate of the meetings of our Board and of the committees on which they served, except for Mr. Daswani, who attended 67% of meetings. Mr. Daswani was unable to attend due to personal circumstances and professional obligations, including scheduling conflicts arising from his appointment and onboarding as Chief Financial Officer of SimplePractice, although he was still actively engaged with the Board through other routine communications and correspondence, and continued to provide valuable insights and contributions to the Board’s discussions and decision-making processes. The Board recognizes the importance of active participation and has engaged with Mr. Daswani to reinforce expectations regarding meeting attendance, taking into consideration his inability to attend certain meetings due to personal circumstances, professional obligations, or unforeseen commitments.

We encourage, but do not require, our directors to attend annual meetings of stockholders. Eight of our nine then-serving directors attended the 2024 Annual Meeting.

Board Committees

Our Board maintains four standing committees: an audit and risk committee, a compensation and leadership committee, a credit risk and finance committee, and a nominating, governance and social responsibility committee. Our Board may establish other committees to facilitate the oversight of our business. The composition and functions of each committee are described below. Each of the committees operates pursuant to a written charter, available on our investor relations website (http://investor.oportun.com/corporate-governance/governance-documents). Members serve on these committees until their resignation or until otherwise determined by our Board.

C - Committee Chair  M - Committee Member  L - Lead Independent Director

 Audit and Risk Committee

 Compensation and Leadership Committee

 Credit Risk and Finance Committee

 Nominating, Governance and Social Responsibility Committee

Compensation and Leadership Committee Interlocks and Insider Participation

None of the members of our compensation and leadership committee has ever been an officer or employee of the Company. In addition, none of our executive officers currently serve, or in the past fiscal year have served, as a member of the Board, compensation and leadership committee (or other Board committee performing equivalent functions) of any entity that has one or more executive officers serving on our Board or on our compensation and leadership committee.

Director Nomination Process and Director Qualifications

Nomination to our Board

Our Board has delegated to our nominating, governance and social responsibility committee the responsibility of identifying suitable candidates to nominate to our Board (including candidates to fill any vacancies that may occur) and assessing their qualifications in light of the policies and principles in our corporate governance guidelines, the committee’s charter and applicable laws. The identification and selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors and will be significantly influenced by the particular needs of the Board from time to time. As a result, there is no specific set of minimum qualifications, qualities or skills that are necessary for a nominee to possess, other than those that are necessary to meet legal, regulatory and Nasdaq listing requirements and the provisions of our organizational documents and committee charters. For nominations of potential candidates made other than by our Board, the stockholder or other person making such nomination shall comply with Oportun’s amended and restated bylaws, including without limitation, submission of the information or other materials required with respect to proposed nominees. Each potential candidate must provide a list of references

and agree (i) to be interviewed by the nominating, governance and social responsibility committee or other directors in their discretion, and (ii) to have the qualifications of the potential candidate reviewed by the Company. Prior to nomination of any candidate by our Board, each member of our Board shall be provided the opportunity to meet with a candidate. Any candidate nominated shall upon request agree in writing to comply with Oportun’s Corporate Governance Guidelines and all other Oportun policies and procedures applicable to members of our Board.

The nominating, governance and social responsibility committee will consider director candidates recommended by our stockholders. The nominating, governance and social responsibility committee does not intend to alter the manner in which it evaluates a candidate for nomination to our Board based on whether or not the candidate was recommended by a stockholder.

Director Qualifications

Our Board will determine the appropriate characteristics, skills and experience for our Board as a whole and for its individual members. Our Board considers recommendations for nominees from the nominating, governance and social responsibility committee. Our Board will consider the minimum general criteria set forth below, and may add additional criteria in specific searches to select candidates and existing directors for service on our Board. An acceptable candidate may not fully satisfy all of the criteria, but is expected to satisfy nearly all of them. Our Board believes that candidates for director should have certain minimum qualifications, including being able to read and understand basic financial statements, as well as having the highest personal integrity and ethics.

In considering candidates recommended by the nominating, governance and social responsibility committee, our Board intends to consider such factors as (i) possessing relevant expertise upon which to be able to offer advice and guidance to management, (ii) having sufficient time to devote to the affairs of the Company, (iii) demonstrated excellence in his or her field, (iv) having the ability to exercise sound business judgment and (v) having the commitment to rigorously represent the long-term interests of our stockholders. Our Board reviews candidates for director nomination in the context of the current composition of our Board, the operating requirements of the Company and the long-term interests of our stockholders. In conducting this assessment, our Board considers diversity, skills, and such other factors as it deems appropriate given the current needs of our Board and the Company to maintain a balance of knowledge, experience and capability. In the case of incumbent directors whose terms of office are set to expire, our Board reviews such directors’ overall service to the Company during their term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair such directors’ independence. In the case of new director candidates, our Board will also determine whether the potential candidates satisfy the independence requirements of any stock exchange on which any of the Company’s capital stock is listed.

Stockholder Outreach

Our Board values stockholder input and remains committed to meaningful engagement with the investment community. Through regular stockholder engagement, we learn more about our stockholders’ perspectives and gather their feedback on our strategy, performance, governance, compensation and other topics. Our engagement helps our Board and leadership team understand the issues that matter to stockholders, so that we can address them effectively.

In the chart below, we detail the features of our stockholder outreach in 2024.

Attended 12 equity investor conferences and non-deal roadshows		160+ overall buy-side and sell-side meetings		Met with 110+ unique investors from over 90 investment management firms
How we engage:		How we communicate:		Who we engage with:
•  Quarterly earnings calls		•  Annual report		•  Institutional investors
•  Individual and group meetings		•  SEC filings		•  Bond investors
•  Investor conferences		•  Proxy statement		•  Equity research analysts
•  Annual meeting		•  Press releases		•  Retail investors
•  Other investor outreach		•  Investor relations website
		•  Corporate responsibility & sustainability report

Corporate Responsibility at Oportun

The full Board reviews and provides oversight of corporate sustainability priorities, and two Board-level committees also have direct oversight responsibility for corporate sustainability -related activities. Management organizations provide strategic guidance and help drive activities.

Our Board provides oversight, advice, and counsel on our business and corporate sustainability strategies. The nominating, governance and social responsibility committee has been delegated by the Board to directly oversee our corporate sustainability strategy and regularly updates the Board as a whole. Our CEO and senior management team prioritize and manage responsible and conscientious business operations to deliver on our mission and guiding principles. Each of our business units and employees serve every day to deliver an impactful suite of products and services to our members. Our corporate sustainability priorities align with our mission and values as we advance responsible and accessible solutions for our members, cultivate an inclusive work environment, and strengthen our communities.

Our Corporate Responsibility and Sustainability Report outlines our priorities around social impact, environmental sustainability, and governance, and highlights the resources we have invested in giving back to the communities that enable us to thrive as a mission-driven organization. We encourage you to review our most recent Corporate Responsibility and Sustainability Report (located on our website at https://investor.oportun.com/esg) for more detailed information. Nothing on our website, including our Corporate Responsibility and Sustainability Report or sections thereof, shall be deemed incorporated by reference into this proxy statement. Below are key focus areas of our corporate sustainability strategy and descriptions of recent progress:

Creating a lasting and positive social impact is an intentional output of the mission and values that guide what we do at Oportun. Serving our members means building their financial resiliency and ensuring that trustworthy and hardworking people always have access to responsible and affordable credit that fits their needs. Our intelligent lending and savings platform is designed to help people, even those who are not well served by mainstream financial institutions, access credit and automate their savings without impacting their ability to meet daily spending needs. Since our inception in 2005, we have extended over $20.3 billion in affordable and responsible credit to hardworking individuals. In that time, we have saved our members more than $2.4 billion in interest and fees versus the other credit products typically available in low-and middle-income communities and helped our members save an average of $1,800 annually. In addition, we have helped put more than 1.2 million people on a path toward financial inclusion by helping them start building a credit history. The financial health impact of our product offerings include:

Ethics, Conduct, and Culture

Governance over Culture

At Oportun, we review and monitor our enterprise risks through our robust compliance management system. We prioritize those areas overseen by our audit and risk committee and credit risk and finance committee and actively monitor for new and evolving risks. Compliance risk assessments and audits are a key component of our risk management process and are conducted periodically based on the degree of risk exposure. These assessments inform our risk management strategies, which in turn are evaluated and implemented in the day-to-day execution of our business decisions. Fundamental to our approach to risk management is ensuring we adhere to all local, national and international legal and regulatory requirements.

Programs and Efforts that Embed Culture

We seek to create a culture that promotes honesty, fairness, and integrity in all of our interactions. One of the primary ways we reinforce this commitment is through compliance training. All of our employees are required to participate in our training programs that include, among other topics, expected ethical and professional behaviors. In addition, each of our employees must sign and acknowledge our Code of Business Conduct annually. We also offer role-specific regulatory training on a cadence from every six-months to a year to ensure our team members are aware of the current regulatory and compliance procedures and policies. The following are a few examples of our programs and associated efforts to set, reinforce, and embed our culture at Oportun:

Code of Business Conduct and Corporate Governance Guidelines

Our Board has adopted a Code of Business Conduct and Corporate Governance Guidelines that apply to all of our employees, officers and directors, including those officers responsible for financial reporting. The Code of Business Conduct and Corporate Governance Guidelines are available on our investor relations website (http://investor.oportun.com/corporate-governance/governance-documents). We intend to disclose any amendments to the Code of Business Conduct, or any waivers of its requirements, on our website to the extent required by the applicable rules and stock exchange requirements.

Whistleblower Hotline

Oportun expects employees to raise concerns or questions regarding ethics, discrimination or harassment matters, and to promptly report suspected violations of laws or breaches of our policies. We offer several channels by which employees may report such matters or suspected violations, including violations of our Code of Business Conduct, sales practices, accounting, or auditing matters, or other violations of law. These channels include a dedicated email address and confidential reporting hotline that is staffed by live operators managed by a third-party vendor who can connect to translators to accommodate multiple languages. Any reported activity is investigated internally under the direction and oversight of our audit and risk committee. We protect those who come forward with our accompanying Non-retaliation Policy.

Stockholder Communications with our Board

Stockholders of the Company wishing to communicate with our Board or an individual director may send a written communication to our Board or such director c/o Oportun Financial Corporation, 2 Circle Star Way, San Carlos, CA 94070 Attn: Corporate Secretary. Written communications may be submitted anonymously or confidentially and may, at the discretion of the person submitting the communication, indicate whether the person is a stockholder or other interested party.

The Company’s Corporate Secretary will review each communication to determine whether it is appropriate for presentation to our Board or such director. Examples of inappropriate communications include product complaints, product inquiries, new product suggestions, resumes or job inquiries, surveys, solicitations or advertisements, or hostile communications.

Communications determined by the Corporate Secretary to be appropriate for presentation to our Board or such director will be submitted to our Board or such director on a periodic basis. Communications determined by the Corporate Secretary to be inappropriate for presentation will still be made available to any non-management director upon such director’s request.

Role of our Board in Risk Oversight

The audit and risk committee and the credit risk and finance committee of our Board are primarily responsible for overseeing our risk management processes on behalf of our Board. The audit and risk committee and the credit risk and finance committee receive reports from management and our internal risk committees on at least a quarterly basis regarding our assessment of risks. In addition, each of the audit and risk committee and the credit risk and finance committee reports regularly to our Board, which also considers our risk profile. The audit and risk committee, credit risk and finance committee and our Board focus on the most significant risks we face and our general risk management strategies. While our Board oversees our risk management, management is responsible for day-to-day risk management processes. Our Board expects management and our internal risk committees to consider risk and risk management in each business decision, to proactively develop and monitor risk management strategies and processes for day-to-day activities and to effectively implement risk management strategies adopted by the audit and risk committee, credit risk and finance committee and our Board. We believe this division of responsibilities is the most effective approach for addressing the risks we face and that the leadership structure of our Board, which also emphasizes the independence of our Board in its oversight of its business and affairs, supports this approach.

Cybersecurity Risk Oversight

The audit and risk committee oversees the Company’s cyber risk management program. The audit and risk committee receives quarterly updates on cybersecurity and information systems from management, or more frequently if circumstances warrant, including on topics related to information security, data privacy and cyber risks and mitigation strategies. We have developed a program that is designed to protect and preserve the confidentiality, integrity, and continued availability of information owned by, or in the care of, the Company. This program includes a cyber incident response plan that provides controls and procedures for timely and accurate reporting of material cybersecurity incidents and the maintenance by the Company of insurance coverage to defray the cost in the event of an information security breach. If a material breach were to occur, we would update the audit and risk committee in accordance with our incident response plan.

Our management team ensures there is a culture of security awareness by raising its profile in corporate communications, training efforts, and routine roundtables with department leaders. In addition, our employees participate in annual cybersecurity training. In the last three years, the expenses we have incurred from information security breach incidences were immaterial, and none of which related to penalties or settlements.

Role of our Board in Leadership Development

The Board oversees and is regularly updated on the company’s leadership development and talent management strategies, which are designed to attract, develop, and retain business leaders who can drive strategic corporate and financial objectives and enhance long-term stockholder value. The Board formally reviews and discusses management development and succession plans for the CEO and the executive team, including individual executive transitions as the need arises over the course of each year. The reviews include an assessment of senior executives and their potential as successor to the CEO. The Board has adopted procedures to facilitate the prompt election of a successor in the event of the CEO’s sudden incapacity or departure.

Stock Ownership Guidelines

The Board has adopted stock ownership guidelines to align the interests of our directors and executive officers with those of our stockholders. The guidelines provide that non-employee directors should each own Oportun stock with a value of at least five times the annual base retainer for non-employee directors. Oportun’s CEO should own Oportun stock with a value of at least six times his annual base salary. Each Section 16 officer should own Oportun stock with a value of at least three times their annual base salary. Unearned performance awards and unexercised options (or portions thereof) are not included for purposes of satisfying the applicable ownership requirement.

Board of Directors Biographies

The following biographical and certain other information for each of our directors who are nominated for election to our Board and for our continuing directors is presented as of May 9, 2025:

Director Nominees

Carlos Minetti has served as a member of our Board since February 2024. He currently serves as CEO of the Merchant Acquiring Limited Purpose Bank at Stripe Inc. (“Stripe”), a role he has held since October 2024. Previously, he served as the Executive Vice President, President - Consumer Banking for Discover Financial Services (“Discover”), a role he held from February 2014 to September 2023. Previously, he served as Executive Vice President, President - Consumer Banking and Operations (2010 to 2014), Executive Vice President, Cardmember Services and Consumer Banking (2007 to 2010) and Executive Vice President for Cardmember Services and Chief Risk Officer (2001 to 2007) for Discover. Prior to joining Discover, Mr. Minetti worked in card operations and risk management for American Express Company (“American Express”) from 1987 to 2000, where he last served as Senior Vice President. Mr. Minetti currently serves as a member of the board of directors of Trustmark Mutual Holding Company, the Better Business Bureau of Chicago and Northern Illinois, and the Ann & Robert H. Lurie Children’s Hospital of Chicago Foundation. He was a member of the board of directors of Discover Bank from 2001 to 2023. Mr. Minetti holds a Bachelor’s degree in Industrial Engineering from Texas A&M University and an M.B.A. from the Booth School of Business at The University of Chicago.

Mr. Minetti has extensive experience in the consumer finance industry, having held key executive roles at Stripe, Discover and American Express. He led Discover’s diversification into consumer banking, which included personal loans, student loans, home

loans and online banking. He was also Discover’s Chief Risk Officer. We believe that we greatly benefit from Mr. Minetti’s extensive risk management experience and consumer finance expertise.

Raul Vazquez has served as our Chief Executive Officer and as a member of our Board since April 2012. Prior to joining Oportun, Mr. Vazquez served in various positions since 2002 at Walmart.com and Walmart Inc., including three years as Chief Executive Officer of Walmart.com. Mr. Vazquez has served as a member of the board of directors of Intuit Inc. since May 2016 and previously served as a director of Staples, Inc. from 2013 to 2016. In addition, Mr. Vazquez has served as a member of the Consumer Advisory Board of the CFPB and the Community Advisory Council of the Federal Reserve Board, where he also served as Chair. Mr. Vazquez received a B.S. and M.S. in Industrial Engineering from Stanford University and an M.B.A. from the Wharton Business School at the University of Pennsylvania.

We believe that Mr. Vazquez’ experience in our industry, his role as our Chief Executive Officer, and his extensive insight into the Company enable him to make valuable contributions to our Board. Mr. Vazquez is a seasoned operating executive and public company director. As our Chief Executive Officer, he brings to our Board unique insight into the day-to-day operation of our business.

Continuing Directors

Jo Ann Barefoot has served as a member of our Board since October 2016. Ms. Barefoot is CEO and Founder of the nonprofit organization AIR - the Alliance for Innovative Regulation, Co-founder of Hummingbird RegTech, CEO of Barefoot Innovation Group and host of the podcast show Barefoot Innovation. Ms. Barefoot was a Senior Fellow at the John F. Kennedy School of Government’s Mossovar-Rahmani Center for Business and Government at Harvard University from July 2015 to June 2017. She serves on the Milken Institute FinTech Advisory Committee and previously served on the Consumer Advisory Board of the Consumer Financial Protection Bureau. Ms. Barefoot previously chaired the boards of directors of the Financial Health Network and FinRegLab and is still on the latter board. She previously served as Deputy Comptroller of the Currency, on the staff of the U.S. Senate Committee on Banking, Housing and Urban Affairs, as Co-Chair of the consulting firm Treliant Risk Advisors, as a Partner and Managing Director at KPMG Consulting and as Director of Mortgage Finance for the National Association of Realtors. Ms. Barefoot received a B.A. in English from the University of Michigan.

Ms. Barefoot has a deep understanding of consumer finance and regulation. She has extensive experience in government service and is a thought leader on regulation and innovation. Her perspectives are invaluable given the highly regulated nature of our business.

Mohit Daswani has served as a member of our Board since February 2024. He currently serves as the Chief Financial Officer of SimplePractice, a web-based electronic health record solution, since August 2024. Prior to joining SimplePractice, Mr. Daswani served as the Chief Financial Officer of ThoughtSpot, Inc., an AI-enabled business analytics company from January 2020 to July 2024. Prior to joining ThoughtSpot, Mr. Daswani was the Head of Finance & Strategy at Square, Inc. He previously held leadership roles in Corporate Development and Finance at PayPal, Inc. and was a private equity investor in the financial services, healthcare, and IT industries as a Principal at JMI Equity, a Principal at FTV Capital, and previously as a long-tenured private equity professional at J.P. Morgan. Mr. Daswani has also served as an advisory Board Member of Centana Growth Partners since 2018. Mr. Daswani holds a Bachelor’s degree in Economics from Columbia University and an M.B.A. from the Harvard Business School.

Mr. Daswani is a veteran of the investment banking and private equity industries. As a chief financial officer, he brings sophisticated capital allocation and strategic finance expertise to our Board. We greatly benefit from his extensive experience in the financial and technology sectors, as well as his leadership experience in the areas of investing, finance and accounting.

Ginny Lee has served as a member of our Board since September 2021. She currently serves as an advisor and director for several private companies. From December 2016 to June 2021, Ms. Lee served as the President and Chief Operating Officer of Khan Academy, one of the largest and most widely used online learning platforms globally. Prior to Khan Academy, Ms. Lee spent more than 17 years at Intuit where she held multiple senior operational and technical roles, including Senior Vice President and General Manager of Intuit’s Employee Management Solutions Division, as well as Chief Information Officer. Ms. Lee received dual baccalaureate degrees in Business Economics and Organizational Behavior and Management from Brown University and a M.B.A. from the Stanford Graduate School of Business.

We believe that Ms. Lee’s strong background in business, technology, governance and leadership, and her experience bringing products to market, enable her to make valuable contributions to our Board. She significantly contributes to discussions on our Board due to her active participation in the technology industry.

Louis P. Miramontes has served as a member of our Board since October 2014. Mr. Miramontes is an experienced financial executive and qualified audit committee financial expert. He was a senior partner at KPMG LLP, a public accounting firm, from 1976 to his retirement in September 2014, during which time he served in leadership functions, including Managing Partner of the KPMG San Francisco office and Senior Partner KPMG’s Latin American Region. Mr. Miramontes was also an audit partner directly involved with providing audit services to public and private companies, which included serving with client boards of directors and audit committees regarding financial reporting, auditing matters, SEC compliance and Sarbanes-Oxley regulations. Mr. Miramontes currently serves on the board of directors of Lithia Motors, Inc. and a private company, and previously served on the board of directors of Rite Aid Corporation. Mr. Miramontes received a B.S. in Business Administration from California State University, East Bay, and he is a Certified Public Accountant in the State of California.

Mr. Miramontes brings to our Board extensive experience in public company accounting and oversight. He also brings experience as a public company director.

Sandra A. Smith has served as a member of our Board since September 2021. Ms. Smith currently serves as a director at several private companies. From 2018 to April 2021, Ms. Smith served as the Chief Financial Officer of Segment.io (“Segment”), which was acquired by Twilio Inc (“Twilio”). Before joining Segment, Ms. Smith served as the Vice President, Finance at Twilio, from 2013 to 2018, and in various roles at Akamai Technologies, Inc. from 2003 to 2013. Ms. Smith holds a B.F.A. from the University of Michigan, an M.B.A. from Boston College Carroll Graduate School of Management, and a J.D. from Boston College Law School.

Ms. Smith brings sophisticated capital allocation and strategic finance expertise to our Board. She has extensive operational experience at high-tech companies and significant leadership experience in the areas of finance, accounting and audit oversight. Ms. Smith’s in these matters allows her to provide critical oversight and invaluable perspectives.

Richard Tambor has served as a member of our Board since June 2024. Mr. Tambor is a private investor. Mr. Tambor previously served as the Executive Vice President and Chief Risk Officer at OneMain Holdings, Inc. (“OneMain”), from May 2014 to December 2022. Prior to OneMain, Mr. Tambor served as the Senior Vice President of Risk Management from 2011 to 2013, and as the Senior Vice President and Chief Risk Officer of Retail Financial Services from 2009 to 2011 at JPMorgan Chase & Co. Prior to joining JPMorgan, Mr. Tambor served as the Managing Director at Novantas LLC, from 2008 to 2009. Prior to Novantas LLC, Mr. Tambor served at American Express Travel Related Services Co., Inc. from 1987 to 2005, where he held several senior management positions, including President and General Manager, Senior Vice President and General Manager of Small Business Lending, Senior Vice President and Chief Risk Officer, Vice President Customer Management of Institutional Risk Management, and Vice President of Worldwide Authorizations. Mr. Tambor previously served as a member on the board of directors at several non-profit organizations, including Habitat for Humanity of Newark, New Jersey, the Cora Hartshorn Arboretum and Bird Sanctuary, and Count Me In for Women’s Economic Independence. Mr. Tambor received a B.A. in Economics from The Hebrew University of Jerusalem, and an M.A. in Economics from New York University.

We believe that Mr. Tambor’s extensive experience and leadership in the consumer finance industry is invaluable to the Board. He has significant experience in risk management at consumer finance companies, which greatly contributes to our Board.

Non-Continuing Directors

Scott Parker has served as a member of our Board since April 2024. Currently, Mr. Parker serves as an Advisor to NationsBenefits, LLC and previously served as its Chief Operating and Chief Financial Officer from June 2022 to December 2024. Prior to NationsBenefits, Mr. Parker served as Executive Vice President and Chief Financial Officer of Ryder System, Inc. (“Ryder”), from April 2021 to June 2021. Prior to Ryder, Mr. Parker served as Executive Vice President and Chief Financial Officer of OneMain, from November 2015 to March 2019. Prior to OneMain, Mr. Parker served as Executive Vice President and Chief Financial Officer of CIT Group Inc., which was acquired by First Citizens BancShares, Inc., from 2010 to 2015. Since October 2022, Mr. Parker has served on the board of directors of DailyPay, Inc., where he is also the Chairman of its Audit and Risk Committee since November 2023. He also served on the board of directors of Feeding South Florida, a non-profit organization, from 2019 to 2022, where he served as Treasurer and as a member of the Finance Committee. Mr. Parker earned a B.S. in Agricultural Economics from Cornell University.

We believe Mr. Parker is qualified to serve as a member of our Board because of his extensive leadership experience and background in financial services, including at consumer finance companies.

R. Neil Williams has served as a member of our Board since November 2017. Mr. Williams has served as Executive Vice President and Chief Financial Officer at Intuit Inc. from January 2008 to February 2018. Prior to joining Intuit, from April 2001 to September 2007, Mr. Williams served as Executive Vice President of Visa U.S.A., Inc. and from November 2004 to September 2007, he served as Chief Financial Officer. During the same period, Mr. Williams held the dual role of Chief Financial Officer for Inovant LLC, Visa’s global IT organization. Mr. Williams previously served on the board of directors of RingCentral, Inc. from March 2012 to December 2024 and Amyris, Inc. from May 2013 to March 2020. His previous banking experience includes senior financial positions at commercial banks in the Southern and Midwestern regions of the United States. Mr. Williams, a certified public accountant, received his bachelor’s degree in business administration from the University of Southern Mississippi.

We believe that Mr. Williams’s professional experience in the areas of finance, accounting, and audit oversight enables him to make valuable contributions to our Board. Mr. Williams also has extensive experience as a public company director, allowing him to bring best practices to our Board.

Non-Employee Director Compensation

We compensate non-employee directors for their service on our Board with a combination of cash and equity awards, the amounts of which are commensurate with their role and involvement. Directors may be reimbursed for travel, food, lodging and other expenses directly related to their activities as directors. Directors are also entitled to the protection provided by their indemnification agreements and the indemnification provisions as described in our amended and restated certificate of incorporation and amended and restated bylaws.

The compensation and leadership committee, which is comprised solely of independent directors, has the primary responsibility for reviewing and recommending to the Board the type and amount of compensation as well as changes to the compensation to be paid or awarded to non-employee directors, including any consulting, retainer, Board meeting, committee and committee chair fees and equity awards.

Cash Compensation

Each non-employee director receives an annual cash retainer for his or her service on the Board, as well as additional cash retainers if he or she serves as the Lead Independent Director, on a committee or as the chair of a committee. For new directors, these amounts are prorated for partial-year service based on the date of election to the Board. All cash payments to non-employee directors who served in the relevant capacity at any point during the immediately preceding prior fiscal quarter will be paid quarterly in arrears on a prorated basis. A non-employee director who served in the relevant capacity during only a portion of the prior fiscal quarter will receive a prorated payment of the quarterly payment of the applicable cash retainer. The following table lists the cash retainer amounts in effect during fiscal year 2024, starting on April 15, 2024.

The following table lists the cash retainer amounts in effect during fiscal year 2024, prior to April 15, 2024.

Equity Compensation

Each then-serving non-employee director received an annual award of RSUs with a targeted value of $100,000 and the then-serving Lead Independent Director received an additional equity award of RSUs with a value of $25,000 immediately after the 2024 Annual Meeting. The number of shares subject to the RSUs was determined based on the annual equity award value divided by the nine-month trailing average of the closing price of the Company’s stock as of the closing price of the Company’s stock on the day before the date of grant and rounded up to the nearest full share, resulting in an award of RSUs covering 26,687 shares of our common stock for each non-employee director, with the then-serving Lead Independent Director receiving an additional award of RSUs covering 6,672 shares of our common stock. The RSU awards vest over one-year on a quarterly basis, commencing on the date of the annual meeting in June 2024, subject to the non-employee director continuing to provide services to us through each applicable vesting date. A non-employee director who is newly appointed to the Board other than in connection with an annual meeting of stockholders will receive a grant of RSUs upon appointment (an “Initial Director Award”). The number of shares subject to each Initial Director Award is determined based on the annual equity award value divided by the nine-month trailing average of the closing price of the Company’s stock on the grant date and rounded up to the nearest full share, but the Initial Director Award is prorated based on the portion of the time period remaining in the one-year period since the last annual meeting.

Non-Employee Director Compensation Table for Fiscal Year 2024

The following table provides information regarding all compensation awarded to, earned by or paid to our non-employee directors for the year ended December 31, 2024:

The following table lists all outstanding equity awards held by our non-employee directors as of December 31, 2024:

Report of the Audit and Risk Committee

The information contained in this report of the audit and risk committee shall not be deemed to be “soliciting material,” “filed” with the SEC, subject to Regulations 14A or 14C of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or subject to the liabilities of Section 18 of the Exchange Act. No portion of this audit committee report shall be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, through any general statement incorporating by reference in its entirety the proxy statement in which this report appears, except to the extent that the Company specifically incorporates this report or a portion of it by reference. In addition, this report shall not be deemed filed under either the Securities Act or the Exchange Act.

This report is submitted by the audit and risk committee of the Board. The audit and risk committee consists of the directors whose names appear below. None of the members of the audit and risk committee is an officer or employee of the Company, and our Board has determined that each member of the audit and risk committee is “independent” for audit committee purposes as that term is defined under Rule 10A-3 of the Exchange Act and the applicable Nasdaq rules. Each member of the audit and risk committee meets the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq.

The audit and risk committee’s general role is to assist the Board in monitoring the Company’s financial reporting process and related matters and risk management and related matters. The audit and risk committee’s specific responsibilities are set forth in its charter. A copy of the charter is available on our investor relations website: https://investor.oportun.com/corporate-governance/governance-overview.

The audit and risk committee has reviewed the Company’s consolidated financial statements for its fiscal year ended December 31, 2024 and met with its management team, as well as with representatives of Deloitte & Touche LLP, the Company’s independent registered public accounting firm, to discuss the consolidated financial statements and management’s assessment and Deloitte & Touche LLP’s evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024. The audit and risk committee also discussed with members of Deloitte & Touche LLP the matters required to be discussed by the applicable requirements of the PCAOB.

In addition, the audit and risk committee received the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the PCAOB regarding the independent auditor’s communications with the audit and risk committee concerning independence and discussed with members of Deloitte & Touche LLP its independence.

Based on these discussions, the financial statement review and other matters it deemed relevant, the audit and risk committee recommended to our Board that the Company’s audited consolidated financial statements for its fiscal year ended December 31, 2024 be included in its Annual Report on Form 10-K for its 2024 fiscal year.

Respectfully submitted by the members of the audit and risk committee of the Board:

Sandra A. Smith (Chair)

Louis P. Miramontes

Mohit Daswani

Scott Parker

Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of May 9, 2025 for:

We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable.

We have based our calculation of the percentage of beneficial ownership on 37,501,165 shares of our common stock outstanding as of May 9, 2025. We have deemed shares of our common stock subject to warrants, stock options that are currently exercisable or exercisable within 60 days after May 9, 2025 and RSUs that will vest within 60 days after May 9, 2025, to be outstanding and to be beneficially owned by the person holding the warrants, stock option or RSUs for the purpose of computing the percentage ownership of that person. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Oportun Financial Corporation, 2 Circle Star Way, San Carlos, CA 94070.

Executive Officer Biographies

The following biographical information for our executive officers is presented as of April 24, 2025:

For the biography of Mr. Vazquez, see “Directors, Executive Officers, and Corporate Governance—Board of Directors Biographies.”

Patrick Kirscht has served as our Chief Credit Officer since October 2015, and previously served as our Vice President, Risk Management and Chief Risk Officer from October 2008 to October 2015 and our Senior Director, Risk Management from January 2008 to October 2008. Prior to joining Oportun, Mr. Kirscht was Senior Vice President of Risk Management for HSBC Card Services, Inc., the consumer credit card segment of HSBC Holdings, from 2007 to 2008. Mr. Kirscht joined HSBC Card Services in 2005 as part of HSBC’s acquisition of Metris Companies Inc., a start-up mono-line credit card company. Mr. Kirscht joined Metris Companies in 1995, where he served as Vice President of Planning and Analysis until he moved to Risk Management in 2004. Mr. Kirscht received a B.S. in Economics with a minor in Statistics, a B.S. in Business, and an M.B.A. from the University of Minnesota.

Kathleen Layton has served as our Chief Legal Officer and Corporate Secretary since July 2023. She previously served as our Senior Vice President, Deputy General Counsel and Corporate Secretary from March 2020 to July 2023, as our Vice President, Assistant General Counsel from December 2017 to March 2020, and as our Senior Director, Senior Corporate Counsel from September 2015 to December 2017. Prior to joining Oportun, Ms. Layton was a Senior Corporate Counsel at ServiceNow and an attorney at Simpson Thacher & Bartlett LLP and McDermott Will & Emery LLP. Ms. Layton received a B.A. from the University of Wisconsin-Madison, and a J.D. from the University of Wisconsin Law School.

Executive Compensation

Named Executive Officers

The Company is a “smaller reporting company” under Item 10 of Regulation S-K promulgated under the Securities and Exchange Act of 1934, and the following compensation disclosure is intended to comply with the requirements applicable to smaller reporting companies. Although the rules allow the Company to provide less detail about its executive compensation program, the compensation and leadership committee is committed to providing the information helpful to stockholders in understanding the Company’s executive compensation program. Accordingly, this section includes supplemental narratives that describe the executive compensation program for our named executive officers (“NEOs”) during fiscal year 2024, who consisted of:

2024 Financial Highlights

In 2024, we continued to take decisive actions to streamline the Company’s product offerings, reduce costs and strengthen its capital position. Despite persistent inflation and elevated interest rates, we returned to profitability in the fourth quarter and delivered improved financial and operational results, demonstrating our progress and the impact of our initiatives.

Key financial highlights for 2024 include:

Additionally, we took actions to optimize our business configuration and capital structure. We divested non-core business segments, including our credit card portfolio, to concentrate on our core personal loan, secured personal loan, and savings products. We also refinanced our corporate financing facility with a new $235 million Secured Term Loan, which improved our operational and balance sheet flexibility.

As we move forward with a clear strategic plan, we remain committed to delivering sustainable growth and maximizing stockholder value by maintaining a disciplined approach to lending, optimizing our operations, and driving long-term profitability—all while advancing our mission of providing responsible and affordable financial solutions for our members.

For a reconciliation of non-GAAP Adjusted Operating Expense to GAAP Operating Expense, non-GAAP Net Income to GAAP Net Income, and non-GAAP Adjusted EBITDA, refer to Appendix A to this proxy statement.

Oversight and Design of our Compensation Program

Compensation Philosophy and Objectives

We operate in a highly competitive and rapidly evolving market, and we expect competition among companies in our market to continue to increase. Our ability to compete and succeed in this environment is directly correlated with our ability to recruit, incentivize, and retain talented individuals.

We are guided by a clear set of guiding principles:

Elements of our 2024 Compensation Program

Fiscal 2024 Pay Mix

Each year, the compensation and leadership committee sets the key components of total compensation for executive officers: short-term cash (annual base salary and incentive award) and long-term equity incentives (PSUs and RSUs). Together, these elements comprise the executive’s target total direct compensation. The target pay mix for fiscal 2024 for each NEO is shown below.

Our NEOs’ 2024 target total direct compensation decision focuses on variable and “at-risk” compensation that is closely aligned with Company performance. As shown in the charts below, incentive-based compensation represents approximately 68% of CEO Mr. Vazquez’s 2024 target total direct compensation, 62% for CCO Mr. Kirscht, and 50% for CLO Ms. Layton.

Compensation Governance Policies and Practices

The Company’s executive compensation program is overseen by the compensation and leadership committee with the advice and support of the Company’s independent compensation consultant as well as input from the Company’s management team. We have adopted executive compensation practices that promote performance, accountability, and alignment with stockholders, while avoiding those we believe do not support the Company’s and stockholders’ long-term interests. The following summarizes those practices:

Roles of the Compensation and Leadership Committee, Management and the Compensation Consultant

Use of Competitive Market Data

We strive to attract and retain top executive talent in a highly competitive market. To support this goal, the compensation and leadership committee annually reviews market data for each executive role, including compensation practices at comparable public companies.

In addition to using published survey data for similar sized technology companies, the compensation and leadership committee approved a peer group of comparable publicly traded companies, developed with the assistance of Willis Towers Watson, to aid it in assessing the overall competitiveness of our executive compensation program and the key components of compensation under the program. The peer group was selected from publicly traded companies with (i) similar industry focus (i.e., consumer finance) (ii)

comparable company scope and size, or (iii) that have similar product offerings. Our compensation and leadership committee considered compensation data from the below-listed companies, which remained unchanged from last year. After the peer group was selected, CURO Group Holdings Corp. subsequently delisted from the New York Stock Exchange, which made it no longer appropriate for benchmarking purposes for the remainder of the fiscal year.

Elements of Executive Compensation and 2024 Compensation Decisions

The key components of the target total direct compensation for each executive officer set by the compensation and leadership committee annually are annual base salary, short-term cash incentive compensation and long-term equity incentive compensation (PSUs and RSUs). The compensation and leadership committee generally positions total cash compensation and equity compensation in a way that the committee believes substantially links executive compensation to corporate performance and strikes a balance between our short-term and long-term strategic goals. A significant portion of our NEOs’ target total direct compensation opportunity is comprised of “at-risk” compensation in the form of performance-based annual incentive opportunities and equity awards in order to align the NEOs’ incentives with the interests of our stockholders and our corporate goals. The compensation and leadership committee believes that the target total direct compensation of our NEOs should be competitive within the markets in which we compete, while considering factors such as individual performance, company performance and any unique circumstances of the NEO’s position based on that individual’s responsibilities and market factors. We believe that this target will enable us to attract, motivate and retain the executive talent necessary to develop and execute our business strategy. The compensation and leadership committee reviews the compensation of our NEOs against our peer group, survey data sources, and other companies which we compete with for talent to provide a general assessment of the overall competitiveness of our executive compensation program. We also provide our NEOs with certain severance and change in control benefits, as well as other benefits generally available to all our employees, including retirement benefits under our 401(k) plan and participation in our employee benefit plans.

Base Salaries

Base salary is a fixed component of pay intended to recognize and reward the day-to-day contributions of our executive officers. Base salaries are initially set at the time of hiring, taking into account level of responsibility, qualifications, experience, salary expectations and market data. Base salaries are then reviewed on an annual basis by the compensation and leadership committee. The table below reflects changes in our NEOs’ salaries from the prior year.

Annual Incentive Plan

Each of our NEOs participated in our annual incentive plan for 2024. This performance-based cash compensation was designed to reward the achievement of annual corporate performance relative to pre-established goals, as well as individual performance, contributions and strategic impact.

The compensation and leadership committee established target annual incentive awards for each executive officer, denominated as a percentage of base salary, which were set at the same percentages of base salary for 2024 as in 2023 and 2022.