8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

February 9, 2026

Date of Report (date of earliest event reported)

OPORTUN FINANCIAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Commission File Number 001-39050

Delaware		45-3361983
State or Other Jurisdiction of <br>Incorporation or Organization		I.R.S. Employer Identification No.
1825 South Grant Street, Suite 850
San Mateo,	CA	94070
Address of Principal Executive Offices		Zip Code

(650) 810-8823

Registrant’s Telephone Number, Including Area Code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	OPRT	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

2026-A Securitization

On February 9, 2026, Oportun Financial Corporation's (the “Company”) subsidiary, Oportun Issuance Trust 2026-A (the “Issuer”), issued approximately $485 million of two-year revolving fixed rate asset-backed notes (the “Notes”), secured by a pool of its unsecured and secured personal installment loans (the “2026-A Securitization”). The 2026-A Securitization included five classes of fixed rate notes. The Notes were offered and sold in a private placement in reliance on Rule 144A under the U.S. Securities Act of 1933, as amended, and were priced with a weighted average yield of 5.32% per annum and a weighted average coupon of 5.25% per annum.

The Notes were issued pursuant to an Indenture dated as of February 9, 2026 (the “2026-A Indenture”) entered into between the Issuer and Wilmington Trust, National Association, as indenture trustee, as securities intermediary and as depositary bank.

Item 8.01. Other Events

On February 9, 2026, the Company issued a press release announcing the issuance of the 2026-A Securitization. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number
99.1	Press Release dated February 9, 2026
104	Cover Page Interactive Data File embedded within the Inline XBRL document

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

OPORTUN FINANCIAL CORPORATION
(Registrant)
Date:	February 10, 2026	By:	/s/ Kathleen Layton
			Kathleen Layton
			Chief Legal Officer and Corporate Secretary

Document

Oportun Strengthens Debt Capital Structure With $485 Million Asset Backed Securitization and Corporate Debt Repayments

5.32% yield, 45 basis points lower than the prior October 2025 ABS transaction

Fourth consecutive sub-6% ABS transaction

Repaid $37.5 million of corporate debt during the fourth quarter

SAN MATEO, Calif., February 9, 2026 – Oportun (Nasdaq: OPRT), a mission-driven financial services company, today announced the issuance of $485 million of two-year revolving fixed rate asset-backed notes secured by a pool of unsecured and secured installment loans.

The offering included five classes of fixed rate notes: Class A, Class B, Class C, Class D, and Class E. Fitch rated all classes of notes, assigning ratings of AAA, AA-, A-, BBB-, and BB-, respectively. Goldman Sachs & Co. LLC served as the sole structuring agent and co-lead, and Citizens JMP Securities, LLC, Deutsche Bank Securities Inc., Guggenheim Securities, LLC, Jefferies LLC and Natixis Securities Americas LLC also served as co-leads.

The weighted average coupon on this ABS transaction, 2026-A, was 5.25%, and the weighted average yield was 5.32%. The Class A notes were priced with a coupon of 4.32% per annum; the Class B notes were priced with a coupon of 5.06% per annum; the Class C notes were priced with a coupon of 5.45% per annum; the Class D notes were priced with a coupon of 6.28% per annum; and the Class E notes were priced with a coupon of 9.38% per annum.

“With this most recent ABS transaction, Oportun demonstrates a sustained ability to raise capital on very favorable terms. The company has now raised more than $1.9 billion of capital through the ABS market in the last 9-months at sub-6% yields,” said Paul Appleton, Interim Chief Financial Officer at Oportun. “We remain diligent about executing comprehensive balance sheet optimization initiatives that have already significantly lowered our cost of capital. The strong financial performance of our core business has enabled the company to repay $70 million of corporate debt in 2025, including $37.5 million in the fourth quarter.”

For more information visit oportun.com. The notes were offered pursuant to Rule 144A under the Securities Act of 1933, as amended.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities nor shall there be any sale of these securities in any jurisdiction in which such offer,

solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

About Oportun

Oportun (Nasdaq: OPRT) is a mission-driven financial services company that puts its members' financial goals within reach. With intelligent borrowing, savings, and budgeting capabilities, Oportun empowers members with the confidence to build a better financial future. Since inception, Oportun has provided more than $21.3 billion in responsible and affordable credit, saved its members more than $2.5 billion in interest and fees, and helped its members set aside an average of more than $1,800 annually. For more information, visit Oportun.com.

Investor Contact <br>Dorian Hare<br>(650) 590-4323<br>ir@oportun.com<br><br><br><br>Media Contact<br><br>Michael Azzano<br><br>Cosmo PR for Oportun<br><br>(415) 596-1978<br><br>michael@cosmo-pr.com