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Oportun Financial Corporation (OPRT) filed an 8-K announcing a Letter Agreement signed on 14 July 2025 with Findell Capital Management LLC and affiliates. The pact immediately adds Warren Wilcox to Oportun鈥檚 board as a Class III director after the 2025 annual meeting, with a term running until the 2028 annual meeting. Unless the parties mutually agree otherwise, the Agreement remains in force until 15 days before the director-nomination deadline for the 2028 meeting (the 鈥淩estricted Period鈥�).

Key provisions:

• Board transition: One current director who joined before 7 Feb 2024 will retire before or at the 2026 annual meeting.
• Replacement right: While Findell owns 鈮�5 % of outstanding shares, it may propose a replacement if Mr. Wilcox leaves the board before the 2026 meeting, subject to board approval and stated qualifications.
• Standstill: Findell agrees not to (i) acquire >9.9 % of Oportun鈥檚 voting securities, (ii) solicit proxies, or (iii) pursue certain extraordinary transactions, all subject to customary exceptions.
• Voting commitment: During the Restricted Period, Findell will vote its shares with the board鈥檚 recommendations on director elections and most other proposals, with limited exceptions related to ISS/Glass Lewis guidance and extraordinary transactions.
• Mutual non-disparagement & no-sue covenant, subject to exceptions.
• Expense reimbursement: Oportun will reimburse Findell for up to $1.2 million of documented out-of-pocket legal and other expenses.

Exhibits include the Letter Agreement (Ex. 10.1) and a press release (Ex. 99.1). No financial results were disclosed. The arrangement signals a cooperative framework with a significant shareholder, introduces fresh board representation, and imposes limits on additional stake accumulation or activism until the 2028 proxy window.

Oportun Financial Corporation (Nasdaq: OPRT) has filed definitive additional proxy materials (Form DEFA14A) ahead of its 18 July 2025 Annual Meeting. The Board urges shareholders to use the GREEN proxy card to re-elect the two management-backed nominees鈥擟EO Raul Vazquez and independent director Carlos Minetti鈥攁nd to withhold votes for activist nominee Warren Wilcox put forward by Findell Capital Management.

Key arguments from the Board

• Operational turnaround: Since the 2024 annual meeting, Oportun reports that its share price has more than doubled, originations have resumed growth, credit metrics have improved, and the operating-expense ratio has fallen.
• Strategic execution: Management attributes the gains to a two-year plan focused on three priorities鈥攊mproving credit outcomes, strengthening business economics and identifying high-quality originations.
• Leadership continuity: After its annual evaluation the Board unanimously concluded that Mr. Vazquez remains the best leader to sustain momentum.
• Activist challenge: Findell seeks to remove Mr. Vazquez and install Mr. Wilcox, who, according to an independent background check, has material r茅sum茅 inconsistencies and holds no Oportun shares. The company notes that Findell itself has sold 500,000 shares in 2025 while publicly urging others to purchase.
• Board expertise: Half of the current directors have extensive lending-industry backgrounds (e.g., Discover, American Express, OneMain).

The filing provides voting instructions (online, phone, mail) and cautions shareholders to discard any white proxy card from Findell. A fresh investor presentation is available at VoteForOportun.com to support management鈥檚 case.

Context for investors: This solicitation does not include new financial statements, but it reiterates earlier disclosures that the company has delivered more than $20.3 billion in credit and saved members $2.4 billion in fees since inception. The communication contains forward-looking statements subject to customary safe-harbor language.