UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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Explanatory Note
| Item 5.02. | Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 20, 2025, the Board appointed Mr. Wilcox to the Compensation and Leadership Committee of the Board and on August 25, 2025 to the Audit and Risk Committee of the Board.
As reported in the Original Form 8-K, Mr. Wilcox is a Class III director whose appointment, pursuant to the Agreement (as defined in the Original Form 8-K), was effective on July 19, 2025.
Mr. Wilcox is entitled to cash and equity compensation for service on the Board in accordance with the Company’s non-employee director compensation policy. Mr. Wilcox will be eligible to receive $50,000 in annual cash compensation for service on the Board, $10,000 for service on the Audit and Risk Committee, as well as $7,500 for service on the Compensation and Leadership Committee, which will be paid quarterly in arrears on a prorated basis. Consistent with the Company’s standard non-employee director annual equity award, Mr. Wilcox has been or will be granted a restricted stock unit award, under the Company’s 2019 Equity Incentive Plan, having an annual value equal to $125,000, which has or will be prorated from the date of appointment to the Board (the “Initial Award”). The Initial Award will vest in four equal installments such that it will be fully vested on July 18, 2026, or the date immediately preceding the 2026 annual stockholders meeting, subject to Mr. Wilcox’s continued service on the Board on the vesting date.
Mr. Wilcox has or will also enter into the Company’s standard form of indemnity agreement, which has been previously filed with the SEC.
There are no family relationships between Mr. Wilcox and any director or executive officer of the Company, and neither has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| Item 8.01. | Other Events. |
Effective as of August 20, 2025, the Board appointed Louis P. Miramontes as Lead Independent Director of the Board. In connection with this appointment and following Mr. Wilcox’s committee appointments, effective as of August 25, 2025, the Board approved certain changes to the composition of the committees of the Board. Following the changes, the new composition of the committees is as follows:
| Audit and Risk Committee |
Compensation and Leadership Committee |
Credit Risk and Finance Committee |
Nominating, Governance and Social Responsibility Committee | |||
| Sandra A. Smith* | Mohit Daswani* | Richard Tambor* | Ginny Lee* | |||
| Mohit Daswani | Ginny Lee | Sandra A. Smith | Jo Ann Barefoot | |||
| Louis P. Miramontes | Warren Wilcox | Jo Ann Barefoot | Carlos Minetti | |||
| Warren Wilcox | Carlos Minetti | Richard Tambor |
| * | Committee chair |
SIGNATURES
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 | ||
| By: | /s/ Kathleen Layton | |
| Name: | Kathleen Layton | |
| Title: | Chief Legal Officer and Corporate Secretary | |
Date: August 26, 2025