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SCHEDULE 13D/A 0001193805-23-001534 0001776724 XXXXXXXX LIVE 8 Common Stock, $0.0001 par value per share 05/05/2025 false 0001538716 68376D104 Oportun Financial Corp 2 CIRCLE STAR WAY SAN CARLOS CA 94070 Ryan Voerg 646-907-5217 FINDELL CAPITAL MANAGEMENT LLC 88 Pine Street, Suite 2240 New York NY 10005 ANDREW FREEDMAN, ESQ. 212-451-2300 OLSHAN FROME WOLOSKY LLP 1325 Avenue of the Americas New York NY 10019 0001776724 N Findell Capital Partners LP b WC N DE 0.00 2131000.00 0.00 2131000.00 2131000.00 N 5.7 PN 0001830715 N Finn Management GP LLC b OO N DE 0.00 3441300.00 0.00 3441300.00 3441300.00 N 9.2 OO 0001814465 N FINDELL CAPITAL MANAGEMENT LLC b OO N DE 0.00 3441300.00 0.00 3441300.00 3441300.00 N 9.2 OO 0001830717 N Finn Brian b OO N X1 0.00 3441300.00 0.00 3441300.00 3441300.00 N 9.2 IN Y Warren Wilcox b N X1 0.00 0.00 0.00 0.00 0.00 N 0 IN Common Stock, $0.0001 par value per share Oportun Financial Corp 2 CIRCLE STAR WAY SAN CARLOS CA 94070 The following constitutes Amendment No. 8 to the Schedule 13D filed by the undersigned (the "Amendment No. 8"). This Amendment No. 8 amends the Schedule 13D as specifically set forth herein. Item 2 (a) is hereby amended and restated to add the following: On May 5, 2025, FCP withdrew its nomination of Sandra Bell as a nominee for election to the Board at the Annual Meeting. In connection therewith, Ms. Bell ceased to be a member of the Section 13(d) group, ceased to be a party to the Joint Filing and Solicitation Agreement, as defined and described in Item 6 of Amendment No. 7 to the Schedule 13D, and ceased to be a Reporting Person hereunder. The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons shall remain party to the Joint Filing and Solicitation Agreement. Item 3 is hereby amended and restated to read as follows: FCM invested a total of $12,568,568, including brokerage commissions, to purchase 3,441,300 Shares. The source of funds was FCM's capital available for investment. FCM may effect purchases of Shares through margin accounts maintained for it with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms' credit policies. Positions in Shares may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Such margin accounts may from time to time have debit balances. Because other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase Shares. Item 4 is hereby amended to add the following: On May 5, 2025, the Reporting Persons issued a press release and open letter (the "May 5 Letter") to the stockholders of the Issuer in which the Reporting Persons announced the launch of their campaign website, wwwOpportunityAtOportun.com, and disclosed their intention to solicit proxies for the election of Warren Wilcox to the Board of the Issuer at the Annual Meeting. The Reporting Persons stated in the May 5 Letter that, despite previous engagement efforts resulting in the appointment of two independent directors in 2024, they believe further change is necessary to address what they view as persistent operational underperformance, governance failures, and excessive influence by legacy directors and management. The Reporting Persons criticized the Issuer's current leadership, citing, among other things, the lack of lending experience amongst incumbent directors of the Board, increased operating expenses and value-destructive acquisitions. The Reporting Persons expressed their view that the addition of Mr. Wilcox, an industry veteran with extensive consumer finance experience, to the Board would reduce legacy director influence and help the Board better oversee management and enhance stockholder value. The foregoing description of the May 5 Letter does not purport to be complete and is qualified in its entirety by reference to the May 5 Letter, which is attached hereto as Exhibit 99.1 and incorporated herein by reference. On May 7, 2025, FCP filed its preliminary proxy statement with the Securities and Exchange Commission in connection with its solicitation for the election of Warran Wilcox to the Board at the Annual Meeting. Item 5(a) is hereby amended and restated to read as follows: As of the date hereof, the Reporting Persons beneficially owned 3,441,300 Shares in the aggregate, representing approximately 9.2% of the outstanding Shares, including (i) 2,131,000 Shares held directly by FCP, representing approximately 5.7% of the outstanding Shares, and (ii) 1,310,300 Shares held in certain separately managed accounts. The aggregate percentage of Shares reported owned by the Reporting Persons herein is based upon 37,498,727 Shares outstanding, as of April 23, 2025, which is the total number of Shares outstanding as reported in Amendment No. 1 to the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 28, 2025. Item 5(c) is hereby amended and restated to read as follows: Since the filing of Amendment No. 7 to the Schedule 13D, none of the Reporting Persons has effected any transactions in the Shares, except as set forth on Exhibit 1. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein. Item 7 is hereby amended to add the following exhibits: 1 - Transactions in the Securities. 99.1 - May 5 Letter. Findell Capital Partners LP /s/ Brian A. Finn Brian A. Finn, Managing Member of Finn Management GP LLC, its General Partner 05/07/2025 Finn Management GP LLC /s/ Brian A. Finn Brian A. Finn, Managing Member 05/07/2025 FINDELL CAPITAL MANAGEMENT LLC /s/ Brian A. Finn Brian A. Finn, Member 05/07/2025 Finn Brian /s/ Brian A. Finn Brian A. Finn 05/07/2025 Warren Wilcox /s/ Warren Wilcox Warren Wilcox 05/07/2025