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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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Personal Loan Warehouse Facility (PLW IV)
On October 14, 2025, Oportun Financial Corporation (the “Company”) entered into a new warehouse financing facility (the “PLW IV Warehouse Facility”). In connection with the PLW IV Warehouse Facility, Oportun PLW IV Trust (the “Borrower”), a subsidiary of the Company, entered into a Loan and Security Agreement (the “Loan and Security Agreement”) with certain lenders from time to time party thereto (the “Lenders”), Wilmington Trust, National Association as collateral agent, administrative agent, paying agent, securities intermediary and depositary bank (“Wilmington Trust”). The PLW IV Warehouse Facility has a three-year term and a borrowing capacity of approximately $247 million.
Borrowings under the Loan and Security Agreement accrue interest at an interest rate no greater than Term SOFR plus a weighted average spread up to 2.58%. The advance rate for the PLW IV Warehouse Facility is 95.0%, subject to certain default, delinquency and liquidity triggers that could lower the advance rate to 92.0%.
The Loan and Security Agreement includes customary representations and warranties, as well as affirmative and negative covenants, including certain financial maintenance covenants. These covenants require the Company and its subsidiaries to not exceed a specified leverage ratio, to maintain a minimum tangible net worth, and to maintain a minimum level of unrestricted cash or cash equivalents while any borrowings under the Loan and Security Agreement are outstanding. The Loan and Security Agreement also contains customary events of default. The Lenders could elect to accelerate the maturity of the loans and/or terminate the commitments under the Loan and Security Agreement upon the occurrence and during the continuation of an event of default, and the Borrower could be required to repay all amounts outstanding under the Loan and Security Agreement.
2025-D Securitization
On October 17, 2025, the Company issued approximately $441 million of two-year revolving fixed rate asset-backed notes (the “Notes”) by Oportun Issuance Trust 2025-D (the “Issuer”), secured by a pool of its unsecured and secured personal installment loans (the “2025-D Securitization”). The 2025-D 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 5.77% per annum and a weighted average coupon of 5.69% per annum.
The Notes were issued pursuant to an Indenture dated as of October 17, 2025 (the “2025-D 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 October 14, 2025, the Company issued a press release announcing the closing of the PLW IV Warehouse Facility. A copy of the press release is attached hereto as Exhibit 99.1.
On October 20, 2025, the Company issued a press release announcing the issuance of the 2025-D Securitization. A copy of the press release is attached hereto as Exhibit 99.2.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | ||
| 99.1 | Press Release dated October 14, 2025 | |
| 99.2 | Press Release dated October 20, 2025 | |
| 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: October 20, 2025 | By: | /s/ Kathleen Layton | ||||
| Kathleen Layton | ||||||
| Chief Legal Officer and Corporate Secretary | ||||||