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 1.01. Entry into a Material Definitive Agreement
On July 14, 2025, Oportun Financial Corporation (the “Company”) entered into a letter agreement (the “Agreement”) with Findell Capital Management LLC and certain of its affiliates (collectively, “Findell”).
Pursuant to the Agreement, on the day following the conclusion of the Company’s 2025 annual meeting of stockholders, Warren Wilcox will join the Company’s board of directors (the “Board”) as a Class III director with a term expiring at the Company’s 2028 annual meeting of stockholders (the “2028 Annual Meeting”).
In addition, unless otherwise mutually agreed to in writing by each party, the Agreement will remain in effect until 11:59 p.m., Pacific time, on the day that is 15 days prior to the deadline for the submission of stockholder nominations of directors for the 2028 Annual Meeting (such period, the “Restricted Period”).
The Agreement further provides, among other things, that:
| • | at or before the Company’s 2026 annual meeting of stockholders, one person who joined the Board before February 7, 2024, will have retired from the Board and will not be standing for election as a member of the Board at such annual meeting; |
| • | as long as Findell’s aggregate net long ownership of the Company’s common stock remains at or above five percent of the then-outstanding shares of the Company’s common stock, if, prior to the conclusion of the Company’s 2026 annual meeting of stockholders, Mr. Wilcox is no longer serving on the Board due to death or disability or resigns as a director or otherwise ceases to be a director for any reason, then Findell will be entitled to identify and propose a nominee for the replacement of such director, subject to the approval of the Board and such nominee meeting qualifications specified in the Agreement; |
| • | Findell will be subject to customary standstill restrictions, including, among others, not (i) acquiring beneficial ownership of more than 9.9 percent of the then-outstanding voting securities of the Company; (ii) soliciting proxies and related matters; and (iii) engaging or participating in certain extraordinary transactions involving the Company, each of the foregoing subject to certain exceptions; |
| • | during the Restricted Period, Findell will vote all shares of voting securities of the Company beneficially owned by it and over which it has the right to vote in accordance with the Board’s recommendations with respect to (i) the election or removal of directors of the Company and (ii) any other proposal submitted to stockholders of the Company, subject, in the case of clause (ii), to certain exceptions relating to proposals for which the recommendations made by Institutional Shareholder Services, Inc. and Glass Lewis & Co., LLC are inconsistent with the recommendation of the Board and to Findell’s right to vote in its sole discretion on any proposal with respect to an extraordinary transaction; |
| • | neither the Company nor Findell shall disparage or sue the other party, subject to certain exceptions; and |
| • | the Company will reimburse Findell for up to $1.2 million of reasonable and documented out-of-pocket legal and other expenses. |
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
A copy of the Company’s press release announcing the Agreement and the appointment of Mr. Wilcox is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number |
||
| 10.1* | Letter Agreement, dated July 14, 2025, between Oportun Financial Corporation, Findell Capital Management LLC and certain other persons | |
| 99.1 | Press Release dated July 14, 2025 | |
| 104 | Cover Page Interactive Data File embedded within the Inline XBRL document | |
| * | Certain portions of this exhibit have also been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally to the SEC a copy of any omitted schedule or exhibit upon request by the SEC. |
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: | July 14, 2025 |
By: | /s/ Kathleen Layton | |||||
| Kathleen Layton | ||||||||
| Chief Legal Officer and Corporate Secretary | ||||||||