UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 Amendment No.1

 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2023

 or

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ___________ to ___________

 Commission File Number 001-39050

 OPORTUN FINANCIAL CORP ORATION

 (Exact Name of Registrant as Specified in its Charter)

 Delaware

 45-3361983

 State or Other Jurisdiction of Incorporation or Organization

 I.R.S. Employer Identification No.

 2 Circle Star Way

 San Carlos, CA

 94070

 Address of Principal Executive Offices

 Zip Code

 ( 650) 810-8823

 Registrant's Telephone Number, Including Area Code

 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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No

 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
 such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
 chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
 No

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the
 definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Smaller reporting company

 Accelerated filer

 Emerging growth company

 Non-accelerated filer

 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.

 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under
 Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an
 error to previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive
 officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 The aggregate market value of the common stock held by non-affiliates of the registrant, based on the closing price of a share of common stock on June 30, 2023
 as reported by the Nasdaq Global Select Market on such date was approximately $ 137.7 million.
 Shares of the registrant's common stock held by each executive officer, director and holder of 5% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This calculation does not reflect
 a determination that certain persons are affiliates of the registrant for any other purpose.

 The number of shares of registrant's common stock outstanding as of April 24, 2024 was 35,586,052.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 Explanatory Note

 On March 15, 2024, Oportun Financial Corporation filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 ("Original Form 10-K"). The Original Form 10-K omitted portions
 of Part III, Items 10 ( Directors, Executive Officers and Corporate Governance), 11 ( Executive Compensation), 12 ( Security
 Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters), 13 ( Certain Relationships and Related Transactions, and Director Independence), and 14 ( Principal Accountant Fees and Services) in reliance on General Instruction G(3) to Form 10-K, which provides that such information may be either incorporated by reference from the registrant's definitive
 proxy statement or included in an amendment to Form 10-K, in either case filed with the Securities and Exchange Commission ("SEC") not later than 120 days after the end of the fiscal year.

 We no longer expect that the definitive proxy statement for our 2024 annual meeting of stockholders will be filed within 120 days of December 31, 2023. Accordingly, this Amendment No. 1 to Form
 10-K ("Amendment") is being filed solely to:

 •

 amend and restate Part III, Items 10, 11, 12, 13, and 14 of the Original Form 10-K to include the information required by such Items;

 •

 delete the reference on the cover of the Original Form 10-K to the incorporation by reference of portions of our proxy statement into Part III of the Original Form 10-K; and

 •

 file new certifications of our principal executive officer and principal financial officer as exhibits to this Amendment under Item 15 of Part IV hereof, pursuant to Rule 12b-15 under the Securities
 Exchange Act of 1934, as amended ("Exchange Act"). Because no financial statements are contained within this Amendment, we are not including certifications pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.

 This Amendment does not otherwise change or update any of the disclosures set forth in the Original Form 10-K and does not otherwise reflect any events occurring after the filing of the Original
 Form 10-K. Accordingly, the Amendment should be read in conjunction with the Original Form 10-K and the Company's filings made with the SEC subsequent to the filing of the Original Form 10-K. Capitalized terms used herein and not otherwise
 defined are defined as set forth in the Original Form 10-K.

 As used in this report, the terms "Oportun Financial Corporation," "Company," "Oportun," "we," "us," and "our" mean Oportun Financial Corporation and its subsidiaries unless the context indicates
 otherwise.

 Explanatory Note

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibit and Financial Statement Schedules

 Signatures

 Item 10. Directors, Executive Officers and Corporate Governance

 Board of Directors

 The following biographical and certain other information for each of our directors or director nominees is presented as of April 24, 2024:

 Roy Banks, age 57, has served as a member of our Board since September 2021. Mr. Banks currently serves as Chief Executive
 Officer and a director of Nexio. Mr. Banks previously served as Chief Executive Officer and director of Weave Communications from December 2020 to September 3, 2022. Prior to joining Weave Communications, he served as a CEO Partner of
 Tritium Partners from July 2019 to August 2020. Prior to that, he was the President of the LoadPay Business Unit from July 2018 to March 2019, a board member for Truckstop from May 2017 to March 2019, and a board member of TEZ Technology from May 2014 to December 2022. He also served as the CEO of Network Merchants Inc. from May 2014 to May 2018. Mr. Banks currently serves as a Venture Partner for Pelion
 Venture Partners and a board member for Complete Merchant Services. Mr. Banks graduated from Utah Valley University with a B.A. in Business Management. We believe Mr. Banks' broad experience with high-tech and financial transaction processing,
 and leadership experience at technology-enabled companies enables him to make valuable contributions to our Board.

 Jo Ann Barefoot, age 74, has served as a member of our Board since October 2016. Ms. Barefoot is CEO and Founder of the nonprofit organization AIR - the Alliance for Innovative Regulation, Co-founder of Hummingbird RegTech, CEO of
 Barefoot Innovation Group and host of the podcast show Barefoot Innovation. Ms. Barefoot was a Senior Fellow at the John F. Kennedy School of Government's Mossovar-Rahmani Center for Business and Government at Harvard University from July
 2015 to June 2017. She serves on the Milken Institute FinTech Advisory Committee and previously served on the Consumer Advisory Board of the Consumer Financial Protection Bureau. Ms. Barefoot previously chaired the boards of directors of the
 Financial Health Network and FinRegLab and is still on the latter board. She previously served as Deputy Comptroller of the Currency, on the staff of the U.S. Senate Committee on Banking, Housing and Urban Affairs, as Co-Chair of the
 consulting firm Treliant Risk Advisors, as a Partner and Managing Director at KPMG Consulting and as Director of Mortgage Finance for the National Association of Realtors. Ms. Barefoot received a B.A. in English from the University of
 Michigan. We believe that Ms. Barefoot's deep understanding of consumer finance and experience in government and community service provide her with a uniquely diverse perspective that benefits our Board.

 Mohit Daswani, age 49, has served as a member of our Board since February 2024. He currently serves as
 the Chief Financial Officer of ThoughtSpot, Inc., an AI-enabled business analytics company. Prior to joining ThoughtSpot in January 2020, Mr. Daswani was the Head of Finance & Strategy at Square, Inc. He previously held leadership roles
 in Corporate Development and Finance at PayPal, Inc. and was a private equity investor in the financial services, healthcare, and IT industries as a Principal at JMI Equity, a Principal at FTV Capital, and previously as a long-tenured private
 equity professional at J.P. Morgan. Mr. Daswani is also an advisory Board Member of Centana Growth Partners since 2018. Mr. Daswani holds a Bachelor's degree in Economics from Columbia University and an M.B.A. from the Harvard Business
 School. We believe Mr. Daswani is qualified to serve as a member of our Board because of his extensive experience in the financial and technology sectors, as well as his leadership experience in the areas of investing, finance and accounting.

 Ginny Lee, age 57, has served as a member of our Board since September 2021. From December 2016 to June 2021, Ms. Lee served as the President and Chief
 Operating Officer of Khan Academy, a non-profit online education technology organization. Prior to Khan Academy, Ms. Lee spent more than 17 years at Intuit where she held multiple senior operational and technical roles, including Senior Vice
 President and General Manager of Intuit's Employee Management Solutions Division, as well as Chief Information Officer. She currently serves as an advisor and director for several private companies. Ms. Lee received dual baccalaureate degrees
 in Business Economics and Organizational Behavior and Management from Brown University and a M.B.A. from the Stanford Graduate School of Business. We believe that Ms. Lee's strong background of business, technology leadership roles and
 experience bringing products to market enable her to make valuable contributions to our Board.

 Carlos Minetti, age 61, has served as a member of our Board since February 2024. He was the Executive Vice President, President - Consumer Banking for Discover Financial Services ("Discover"), a role he held from February 2014 to September 2023. Previously, he served as Executive Vice President,
 President - Consumer Banking and Operations (2010 to 2014), Executive Vice President, Cardmember Services and Consumer Banking (2007 to 2010) and Executive Vice President for Cardmember Services and Chief Risk Officer (2001 to 2007). Prior to
 joining Discover, Mr. Minetti worked in card operations and risk management for American Express Company from 1987 to 2000, where he last served as Senior Vice President. Mr. Minetti currently serves as a member of the board of directors of
 Trustmark Mutual Holding Company, the Better Business Bureau of Chicago and Northern Illinois, and the Ann & Robert H. Lurie Children's Hospital of Chicago Foundation. He was a member of the board of directors of Discover Bank from 2001
 to 2023. Mr. Minetti holds a Bachelor's degree in Industrial Engineering from Texas A&M University and an M.B.A. from the Booth School of Business at The University of Chicago. We believe that Mr. Minetti's extensive experience in the
 consumer finance industry enable him to make valuable contributions to our Board.

 Louis P. Miramontes, age 69, has served as a member of
 our Board since October 2014. Mr. Miramontes is an experienced financial executive and qualified audit committee financial expert. He was a senior partner at KPMG LLP, a
 public accounting firm, from 1976 to September 2014, where he served in leadership functions, including Managing Partner of the KPMG San Francisco office and Senior Partner KPMG's Latin American Region. Mr. Miramontes was also an audit partner
 directly involved with providing audit services to public and private companies, which included serving with client boards of directors and audit committees regarding
 financial reporting, auditing matters, SEC compliance and Sarbanes-Oxley regulations. Mr. Miramontes currently serves on the board of directors of Lithia Motors, Inc. and a private
 company, and previously served on the board of directors of Rite Aid Corporation. Mr. Miramontes received a B.S. in Business Administration from California State University, East Bay, and he is a Certified Public Accountant in the
 State of California. We believe Mr. Miramontes is qualified to serve on our Board due to his professional experience and deep audit and financial reporting expertise.

 Scott Parker, age 56, has served as a member of our Board since April 2024. Mr. Parker currently serves as Chief Financial Officer of NationsBenefits, LLC, since June 2022. Previously, Mr.
 Parker served as Executive Vice President and Chief Financial Officer of Ryder System, Inc. ("Ryder"), from April 2021 to June 2021. Prior to Ryder, Mr. Parker served as Executive Vice President and Chief Financial Officer of OneMain Holdings, Inc. ("OneMain"), from November 2015 to March 2019. Prior to OneMain,
 Mr. Parker served as Executive Vice President and Chief Financial Officer of CIT Group Inc., which was acquired by First Citizens BancShares, Inc., from 2010 to 2015. Since October 2022, Mr. Parker has served on the board of directors of
 DailyPay, Inc., where he is also the Chairman of its Audit and Risk Committee since November 2023. He also served on the board of directors of Feeding South Florida, a non-profit organization, from 2019 to 2022, where he served as Treasurer and
 as a member of the Finance Committee. Mr. Parker earned a B.S. in Agricultural Economics from Cornell University. We believe Mr. Parker is qualified to serve as a member of our Board because of his extensive leadership experience and background
 in financial services.

 Sandra A. Smith, age 53, has served as a member of our Board since September 2021. From 2018 to April 2021, Ms.
 Smith served as the Chief Financial Officer of Segment.io ("Segment"), which was acquired by Twilio Inc ("Twilio"). Before joining Segment, Ms. Smith served as the Vice President, Finance at Twilio, from 2013 to 2018, and in various roles at
 Akamai Technologies, Inc. from 2003 to 2013. Ms. Smith currently serves as a director at several private companies. Ms. Smith holds a B.F.A. from the University of Michigan, an M.B.A. from Boston College Carroll Graduate School of Management
 and a J.D. from Boston College Law School. We believe that Ms. Smith is qualified to serve on our Board due to her broad operational experience at high-tech companies and significant leadership experience in the areas of finance, accounting,
 and audit oversight.

 Richard Tambor, age 62, has served as
 an observer on our Board since April 2024 and will stand for election as a nominee at our next annual stockholder meeting. Mr. Tambor previously served as the Executive
 Vice President and Chief Risk Officer at OneMain, from May 2014 to December 2022. Prior to OneMain, Mr. Tambor served as the Senior Vice President of Risk Management from 2011 to 2013, and as the Senior Vice President and Chief Risk Officer
 of Retail Financial Services from 2009 to 2011 at JPMorgan Chase & Co. Prior to joining JPMorgan, Mr. Tambor served as the Managing Director at Novantas LLC, from 2008 to 2009. Prior to Novantas LLC, Mr. Tambor served at American Express
 Travel Related Services Co., Inc. (parent organization of American Express) from 1987 to 2005, where he held several senior management positions, including President and General Manager, Senior Vice President and General Manager of Small
 Business Lending, Senior Vice President and Chief Risk Officer, Vice President Customer Management of Institutional Risk Management, and Vice President of Worldwide Authorizations. Mr. Tambor previously served as a member on the board of
 directors at several non-profit organizations, including Habitat for Humanity of Newark, New Jersey, the Cora Hartshorn Arboretum and Bird Sanctuary, and Count Me In for Women's Economic Independence. Mr. Tambor received a B.A. in Economics
 from The Hebrew University of Jerusalem, and an M.A. in Economics from New York University. We believe that Mr. Tambor's extensive experience and leadership in the consumer finance industry and risk management experience enable him to make
 valuable contributions to our Board.

 Raul Vazquez, age 52, has served as our Chief Executive Officer and as a member of our Board since April 2012. Prior to joining Oportun, Mr. Vazquez
 served in various positions since 2002 at Walmart.com and Walmart Inc., including three years as Chief Executive Officer of Walmart.com. Mr. Vazquez has served as member of the board of directors of Intuit Inc. since May 2016 and previously
 served as a director of Staples, Inc. from 2013 to 2016. In addition, Mr. Vazquez has served as a member of the Consumer Advisory Board of the CFPB and the Community Advisory Council of the Federal Reserve Board, where he also served as Chair.
 Mr. Vazquez received a B.S. and M.S. in Industrial Engineering from Stanford University and an M.B.A. from the Wharton Business School at the University of Pennsylvania. We believe Mr. Vazquez' experience in our industry, his role as our Chief
 Executive Officer, and his extensive insight to the Company enable him to make valuable contributions to our Board.

 R. Neil Williams, age 71, has served as a member of our Board since November 2017. Mr. Williams has served as Executive Vice President and Chief
 Financial Officer at Intuit Inc. from January 2008 to February 2018. Prior to joining Intuit, from April 2001 to September 2007, Mr. Williams served as Executive Vice President of Visa U.S.A., Inc. and from November 2004 to September 2007, he
 served as Chief Financial Officer. During the same period, Mr. Williams held the dual role of Chief Financial Officer for Inovant LLC, Visa's global IT organization. He has been an independent director of RingCentral, Inc. since March 2012 and
 previously served on the board of directors of Amyris, Inc. from May 2013 to March 2020. His previous banking experience includes senior financial positions at commercial banks in the Southern and Midwestern regions of the United States. Mr.
 Williams, a certified public accountant, received his bachelor's degree in business administration from the University of Southern Mississippi. We believe that Mr. Williams's professional experience in the areas of finance, accounting, and
 audit oversight enables him to make valuable contributions to our Board.

 Executive Officers

 The following biographical information for our executive officers is presented as of April 24, 2024:

 For the biography of Mr. Vazquez, see " Board of Directors " above.

 Jonathan Coblentz, age 53, has served as our Chief Financial Officer since July 2009 and our Chief Administrative
 Officer since September 2015. Prior to joining Oportun, Mr. Coblentz served as Chief Financial Officer and Treasurer of MRU Holdings, Inc., a publicly-traded student loan finance company, from April 2007 to February 2009. Prior to joining MRU
 Holdings, Mr. Coblentz was a Vice President at Fortress Investment Group, LLC, a global investment management company. Prior to his time at Fortress, Mr. Coblentz spent over seven years at Goldman, Sachs & Co. Mr. Coblentz began his career
 at Credit Suisse First Boston. Mr. Coblentz received a B.S., summa cum laude, in Applied Mathematics with a concentration in Economics from Yale University.

 Patrick Kirscht, age 56, has served as our Chief Credit Officer since October 2015, and previously served as our Vice President, Risk Management and
 Chief Risk Officer from October 2008 to October 2015 and our Senior Director, Risk Management from January 2008 to October 2008. Prior to joining Oportun, Mr. Kirscht was Senior Vice President of Risk Management for HSBC Card Services, Inc.,
 the consumer credit card segment of HSBC Holdings, from 2007 to 2008. Mr. Kirscht joined HSBC Card Services in 2005 as part of HSBC's acquisition of Metris Companies Inc., a start-up mono-line credit card company. Mr. Kirscht joined Metris
 Companies in 1995, where he served as Vice President of Planning and Analysis until he moved to Risk Management in 2004. Mr. Kirscht received a B.S. in Economics with a minor in Statistics, a B.S. in Business, and an M.B.A. from the University
 of Minnesota.

 Kathleen Layton, age 44, has served as our Chief Legal Officer and Corporate Secretary since July 2023. She
 previously served as our Senior Vice President, Deputy General Counsel and Corporate Secretary from March 2020 to July 2023, as our Vice President, Assistant General Counsel from December 2017 to March 2020, and as our Senior Director, Senior
 Corporate Counsel from September 2015 to December 2017. Prior to joining Oportun, Ms. Layton was a Senior Corporate Counsel at ServiceNow and an attorney at Simpson Thacher & Bartlett LLP and McDermott Will & Emery LLP. Ms. Layton
 received a B.A. from the University of Wisconsin-Madison, and a J.D. from the University of Wisconsin Law School.

 Board Committees

 Our Board has established an audit and risk committee, a compensation and leadership committee, a credit risk and finance committee and a
 nominating, governance and social responsibility committee. Our Board may establish other committees to facilitate the oversight of our business. The composition and functions of each committee are described below. Each of the committees
 operates pursuant to a written charter, available on our investor relations website (

 Members serve on these committees until their resignation or until otherwise determined by our Board.

 Audit and

 Risk Committee

 Compensation and Leadership Committee

 Credit Risk and Finance Committee

 Nominating, Governance and Social Responsibility Committee

 Roy Banks (1)

 C

 M

 Jo Ann Barefoot (2)

 M

 M

 Mohit Daswani (3)

 M, E

 M

 M

 C

 Carlos Minetti (4)

 M

 M

 Louis P. Miramontes (5)

 M, E

 M

 Scott Parker (6)

 M, E

 M

 Sandra A. Smith (7)

 C, E

 M

 R. Neil Williams (8) L

 M, E

 C

 C - Committee Chair

 M - Committee Member

 L - Lead Independent Director

 E - Audit Committee Financial Expert

 (1)

 Effective June 6, 2023, Mr. Banks was appointed as the chair of the compensation and
 leadership committee. Effective February 7, 2024, Mr. Banks was no
 longer a member of the credit risk and finance committee and was appointed as a member of the nominating, governance and social responsibility
 committee.

 (2)

 Effective February 7, 2024, Ms. Baref oot was appointed as a member of the nominating, governance and social responsibility
 committee and was no longer a member of the audit and risk committee.

 (3)

 Effective February 7, 2024, Mr. Daswani was appointed as a member of the audit and risk committee and the compensation and leadership committee.

 (4)

 Effective February 7, 2024, Mr. Minetti was appointed as a member of the credit risk and finance committee and the nominating, governance and social responsibility
 committee.

 (5)

 Effective February 7, 2024, Mr. Miramontes was appointed as a member of the compensation and
 leadership committee and was no longer a member of the nominating, governance and social responsibility committee.

 (6)

 Effective April 19, 2024, Mr. Parker was appointed as a member of the audit and risk committee and the compensation and leadership committee.

 (7)

 Effective November 4, 2023, Ms. Smith was appointed as the chair of the audit and risk committee. On the same date, Ms. Smith stepped
 down as the chair of the credit risk and finance committee, and continued as a committee member.

 (8)

 Effective November 4, 2023, Mr. Williams was appointed as the Lead Independent Director. On the same date, Mr. Williams was appointed as the chair of the credit risk and finance committee and he stepped down as the chair of the audit and risk committee and continued as a committee member.

 Audit and Risk Committee

 Sandra A. Smith (Chair)*+

 Mohit Daswani+

 Louis Miramontes+

 Scott Parker+

 R. Neil Williams+

 Primary responsibilities:

 •

 Oversee the integrity of Oportun's financial statements and Oportun's accounting and financial reporting process (both internal and external) and financial statement audits;

 •

 Oversee the qualifications and independence of the independent auditor;

 •

 Oversee the performance of Oportun's internal audit function and independent auditors;

 •

 Oversee finance matters;

 •

 Review and approve related-person transactions;

 •

 Oversee enterprise risk management; privacy and data security; and the auditing, accounting, and financial reporting process generally; and

 •

 Oversee Oportun's systems of internal controls, including the internal audit function.

 * Since November 2023

 +Financial Expert

 Our Board has determined that each member of the Audit and Risk Committee satisfies the relevant SEC and Nasdaq independence requirements.

 Our Board has determined that Mr. Daswani, Mr. Miramontes, Mr. Parker, Ms. Smith, and Mr. Williams each qualifies as an "audit committee financial expert" as that term is
 defined under the SEC, and possesses financial sophistication, as defined under the Nasdaq listing standards.

 Compensation and Leadership Committee

 Roy Banks (Chair)*

 Mohit Daswani

 Louis Miramontes

 Scott Parker

 Compensation and Leadership Committee Report page 25

 *Since June 2023

 Primary responsibilities:

 •

 Oversee human resources, compensation and employee benefits programs, policies, and plans;

 •

 Review and advise on management succession planning and executive organizational development;

 •

 Review and approve the compensatory arrangements with our executive officers and other senior management;

 •

 Approve the compensation program for Board members;

 •

 Assist the Board in its oversight of management's strategies, policies, and practices relating to Oportun's people and teams; and

 •

 Oversee Oportun's policies and strategies relating to culture and human capital management, including diversity, equity, inclusion and belonging (DEIB).

 For a description of the compensation and leadership committee's processes and procedures, including the roles of its
 independent compensation consultant and the CEO in support of the committee's decision-making process, see the section entitled "Executive Compensation" beginning on page 7.

 Credit Risk and Finance Committee

 R. Neil Williams (Chair)*

 Jo Ann Barefoot

 Carlos Minetti

 Sandra A. Smith

 *Since November 2023

 Primary responsibilities:

 •

 Review the quality of our credit portfolio and the trends affecting that portfolio through the review of selected measures of credit quality and trends;

 •

 Oversee credit and pricing risk and monitors policy administration and compliance;

 •

 Monitor projected compliance with the covenants and restrictions arising under our financial obligations and commitments;

 •

 Assess funding acquisitions, borrowing and lending strategy; and

 •

 Review potential financial transactions and commitments, including equity and debt financings, capital expenditures, and financing arrangements.

 Nominating, Governance and Social Responsibility Committee

 Ginny Lee (Chair)*

 Roy Banks

 Jo Ann Barefoot

 Carlos Minetti

 *Since November 2022

 Primary Responsibilities:

 •

 Identify and recommend qualified candidates for election to the Board;

 •

 Oversee the composition, structure and size of the Board and its committees;

 •

 Oversee corporate governance policies and practices, including Oportun's Code of Business Conduct;

 •

 Oversee Oportun's strategies, policies, and practices relating to environmental, social and governance (ESG) matters, responsible lending practices, government relations, charitable
 contributions and community development, human rights and other social and public policy matters; and

 •

 Oversee the annual Board performance self-evaluation process.

 Code of Business Conduct and Corporate Governance Guidelines

 Our Board has adopted a Code of Business Conduct and Corporate Governance Guidelines that apply to all of our employees, officers and directors, including those officers responsible for
 financial reporting. The Code of Business Conduct and Corporate Governance Guidelines are available on our investor relations website (

 We intend to disclose any amendments to the Code of Business Conduct, or any waivers of its requirements, on our website to the extent required by the applicable rules and stock exchange requirements.

 Compensation and Leadership Committee Interlocks and Insider Participation

 None of the members of our compensation and leadership committee has ever been an officer or employee of the Company. None of our executive
 officers serve, or have served during the last fiscal year, as a member of the Board, compensation and leadership committee or other Board committee performing equivalent functions of any entity that has one or more executive officers serving
 as one of our directors or on our compensation and leadership committee.

 Item 11. Executive Compensation

 Named Executive Officers

 The Company is a "smaller reporting company" under Item 10 of Regulation S-K promulgated under the Securities and Exchange Act of 1934, and
 the following compensation disclosure is intended to comply with the requirements applicable to smaller reporting companies. Although the rules allow the Company to provide less detail about its executive compensation program, the
 compensation and leadership committee is committed to providing the information helpful to stockholders in understanding the Company's executive compensation program.
 Accordingly, this section includes supplemental narratives that describe the executive compensation program for our named executive officers (" NEOs ") during fiscal year 2023, who consisted of:

 Chief Executive Officer ("CEO")

 Chief Legal Officer and Corporate Secretary ("CLO")

 Chief Credit Officer ("CCO")

 Age: 52

 Age: 44

 Age: 56

 Tenure: 12 years

 Tenure: 8 years

 Tenure: 16 years

 2023 Financial Highlights and Challenges

 2023 continued to present significant challenges for our business, including elevated inflation and high interest rates requiring further tightening actions. Our management team remained
 disciplined in managing and reducing operating expenses and diversifying our funding sources.

 Despite a challenging macroeconomic environment and a tightened credit posture, we were able to deliver double-digit top-line growth, demonstrating the resilience of our business. We also made
 progress on our strategic priorities, including improving credit outcomes, and fortifying our business economics by focusing on our core lending and savings products while streamlining our operations. We remain focused on maximizing stockholder
 value by driving towards long-term growth and profitability, while delivering on our mission to provide access to responsible and affordable credit and adequate savings for our members.

 Key 2023 highlights include:

 •

 Total revenue growth of 11% year-over-year to a record $1.1 billion.

 •

 Adjusted Operating Efficiency of 43%, a 15 percentage point improvement year-over-year.

 •

 Record cash flows from operating activities of $393 million, a 58% year-over-year increase.

 •

 Secured $700 million in whole loan sale program agreements with institutional investors.

 •

 Completed a $200 million private structured financing transaction.

 •

 Launched our Oportun Mobile App, to foster long-term, highly engaged relationships with our members.

 For a reconciliation of non-GAAP Adjusted Operating Efficiency to GAAP
 Operating Efficiency, refer to the Reconciliation on Non-GAAP Financial Measures section of this amendment. The compensation and leadership committee believes that the NEO's compensation was appropriately linked to company performance in 2023 and aligned the interests of our NEOs with the interests of our stockholders. The 2023 annual cash incentive program was linked to
 targets tied to the company's total revenue and adjusted EBITDA, both of which were adversely affected by the challenging macroeconomic conditions. As a result, the program funded at 22.8% of the target for corporate performance, underscoring
 the company's commitment to aligning compensation with overall corporate performance, as discussed in more detail below in " Elements of Executive Compensation
 and 2023 Compensation Decisions — Annual Incentive Plan. "

 Oversight and Design of our Compensation Program

 Compensation Philosophy and Objectives

 We operate in a highly competitive and rapidly evolving market, and we expect competition among companies in our market to continue to increase. Our ability to compete and succeed in this
 environment is directly correlated to our ability to recruit, incentivize, and retain talented individuals.

 We are guided by certain overarching values:

 Primary Goals of our Executive Compensation Programs

 Consistent with our values, the primary goals of our executive compensation program are as follows:

 •

 Attract, motivate and retain highly qualified and experienced executives who can execute our business plans in a fast-changing, competitive landscape.

 •

 Recognize and reward our executive officers fairly for achieving or exceeding rigorous corporate and individual objectives.

 •

 Align the long-term interests of our executive officers with those of our members and stockholders.

 Key 2023 Program Changes

 •

 Adopted a new, enhanced long-term incentive program for our executive officers, which is intended to further align the interests of our executive officers
 with those of our stockholders, by granting both performance based restricted stock units ( " PSUs ")
 and time-based restricted stock units ( " RSUs ") to deliver annual long-term incentive compensation opportunities to our executives.

 Fiscal 2023 Pay Mix

 The key components of total compensation opportunity for each executive officer set by the compensation and leadership committee annually are
 short-term cash compensation (annual base salary and annual incentive award) and long-term equity incentive compensation (PSUs and RSUs), which we refer to collectively as the executive officer's target total direct compensation. The target
 pay mix for fiscal 2023 for each NEO is shown below.

 The CEO's 2023 target total direct compensation decision
 focuses on variable and "at-risk" compensation that is closely aligned with Company performance. As shown in the chart below, the percentage of our CEO, Mr. Vazquez'
 2023 target total direct compensation that is incentive-based is 68%. For our CCO, Mr. Kirscht, the 2023 target total direct compensation that is incentive-based is 54%. For our CLO, Ms. Layton, the components of her 2023 target total
 direct compensation vary slightly from the other NEOs, due to her promotion in the second half of 2023. The portion of Ms. Layton's 2023 target total direct compensation that is incentive-based is 52%.

 Elements of our 2023 Compensation Program

 Element of

 Pay

 Form of

 Compensation

 Structure

 Philosophy

 Base Salary

 Cash

 •

 Initially set through arm's-length negotiation at the time of hiring, taking into account level of responsibility, qualifications,
 experience, salary expectations and competitive market data.

 Base salary is designed to be a competitive fixed component that establishes a guaranteed minimum level of cash compensation to recognize
 and reward day-to-day contributions of our executive officers.

 •

 Base salaries are then reviewed on an annual basis by the compensation and leadership committee and salary adjustments may be made based on
 factors described below under "Roles of the Compensation and Leadership Committee, Management and the Compensation Consultant."

 Annual

 Cash

 Incentive

 Cash

 •

 Annual cash incentive is based on a combination of financial and qualitative measures

 The performance-based cash compensation was designed to reward the achievement of annual corporate performance relative to pre-established
 goals, as well as individual performance, contributions and strategic impact.

 Long-term

 Equity

 Incentive

 Performance

 Based Restricted

 Stock Units (PSU)

 Long-term incentive compensation is an effective means for focusing our NEOs on driving increased stockholder value over a multi-year period
 and motivating them to remain employed with us.

 Restricted Stock

 Units (RSU)

 (1)

 For the CEO, 80% on corporate performance and 20% on attainment of individual goals.

 (2)

 For all NEOs other than Ms. Layton, the annual equity mix consisted of approximately 50% PSUs and 50% RSUs. For Ms. Layton, long-term equity incentive
 was provided 100% in RSUs due to her not serving in an executive role for the full year of 2023. Beginning with 2024, it is anticipated that Ms. Layton will
 receive the same long-term equity incentive mix as the other NEOs.

 Compensation Governance Policies and Practices

 The Company's executive compensation program is overseen by the compensation and leadership committee with the advice and support of the
 Company's independent compensation consultant as well as input from the Company's management team. The following summarizes certain executive compensation practices we have implemented to drive performance and create accountability and
 alignment with our stockholders, as well as the practices we have not implemented because we do not believe they would serve the Company and our stockholders' long-term interests.

 Roles of the Compensation and Leadership Committee, Management and the Compensation Consultant

 Role of the Compensation and Leadership Committee

 The compensation and leadership committee is responsible for overseeing our compensation programs and policies, including our equity incentive plans. Our compensation and leadership committee operates
 under a written charter adopted and approved by our Board, under which our Board retains concurrent authority with our compensation and leadership committee to approve compensation-related matters.

 Each year, the compensation and leadership committee reviews and approves compensation decisions as they relate to our NEOs and other senior executive officers, including our CEO. The compensation and
 leadership committee initially establishes a framework by engaging in a baseline review of our current compensation programs, together with its independent compensation consultant and management, to ensure that they remain consistent
 with our business requirements and growth objectives. In this review, the independent compensation consultant is also asked to provide a perspective on changing market practices as to compensation programs, with a particular focus on
 our identified peer group and other companies with whom we compete directly for talent, as discussed below under "Role of Compensation Consultants" and "Use of Competitive Market Data". Following this review, the compensation and
 leadership committee considers the recommendations of our CEO, as discussed below under "Role of Management." The compensation and leadership committee also manages the annual review process of our CEO, in cooperation with our lead
 director, in which all members of our Board are asked to participate and provide perspective, resulting in a compensation and leadership committee recommendation to the full board regarding individual compensation adjustments for our
 CEO. As part of this review of the compensation of our NEOs and other senior executive officers, the compensation and leadership committee considers several factors, including:

 Our compensation and leadership committee rely on their judgment and extensive experience serving on the boards of publicly traded companies to establish an annual target total direct compensation
 opportunity for each NEO that they believe will best achieve the goals of our executive compensation program and our short-term and long-term business objectives. The compensation and leadership committee retains flexibility to review
 our compensation structure periodically as needed to focus on different business objectives.

 Role of Management

 Our CEO works closely with the compensation and leadership committee in determining the compensation of our NEOs (other than his own) and other executive officers. Each year, our CEO
 reviews the annual performance of our NEOs and other executive officers and makes recommendations to the compensation and leadership committee (except as it relates to his own performance and compensation) regarding individual
 compensation adjustments, promotions, bonus pool funding, level of achievement of corporate goals and annual incentive plan payouts. Our CEO also identifies and recommends corporate and individual performance objectives for our annual
 incentive plan for approval by the compensation and leadership committee based on our business plan and strategic objectives for the relevant fiscal year, and makes recommendations on the size, frequency and terms of equity incentive
 awards and new hire compensation packages. These recommendations from our CEO are often developed in consultation with members of his senior management team, including our CFO and Chief People Officer.

 In certain situations, our compensation and leadership committee may elect to delegate a portion of its authority to our CEO or a subcommittee, other than any authority relating to our
 executive officers. Our compensation and leadership committee has delegated to our CEO the authority to make employment offers to candidates at and below the senior vice president level without seeking the approval of the compensation
 and leadership committee, subject to certain parameters. In addition, our compensation and leadership committee has delegated to a subcommittee, currently made up of our CEO and CFO, the authority to approve certain equity grants to
 employees at and below the senior vice president level, subject to certain parameters approved by the compensation and leadership committee.

 At the request of the compensation and leadership committee, our CEO typically attends a portion of each compensation and leadership committee meeting, including meetings at which the
 compensation and leadership committee's compensation consultant is present. From time to time, various members of management and other employees, as well as outside legal counsel and consultants retained by management, attend
 compensation and leadership committee meetings to make presentations and provide financial and other background information and advice relevant to compensation and leadership committee deliberations. Our CEO and other NEOs do not
 typically participate in, or are present during, any deliberations or determinations of our compensation and leadership committee regarding their compensation or individual performance objectives.

 Role of Compensation Consultants

 The compensation and leadership committee has the authority under its charter to retain the services of one or more external advisors, including compensation consultants, legal counsel,
 accounting, and other advisors, to assist it in performance of its duties and responsibilities. The compensation and leadership committee makes all determinations regarding the engagement, fees, and services of these external advisors,
 and any such external advisor reports directly to the compensation and leadership committee.

 During 2023, the compensation and leadership committee retained Willis Towers Watson as its independent compensation consultant to provide support and advisory services as it relates to
 our compensation program. Willis Towers Watson performs no other services for us other than its work for the compensation and leadership committee. Willis Towers Watson complied with the definition of independence under the Dodd-Frank
 Act and other applicable SEC and stock exchange regulations.

 Use of Competitive Market Data

 We strive to attract and retain the most highly qualified executive officers in an extremely competitive market. Accordingly, our compensation and leadership committee believes that it is
 important when making its compensation decisions to be informed as to the competitive market for executive talent, including the current practices of comparable public companies. Consequently, our compensation and leadership committee annually
 reviews market data for each executive officer's position, as described below.

 In addition to using survey data for similar sized companies, the compensation and leadership committee approved a peer group of comparable
 publicly-traded companies, developed with the assistance of Willis Towers Watson, to aid it in assessing the overall competitiveness of our executive compensation program and the key components of compensation under the program. The peer group
 was selected from publicly-traded companies with (i) similar industry focus (i.e., consumer finance, software and services) (ii) comparable company scope and size, or (iii)
 that have similar product offerings. Our compensation and leadership committee considered compensation data from the below-listed companies.

 Atlanticus

 Green Dot

 MoneyLion

 Regional Management

 World Acceptance

 CURO Group

 LendingClub

 OppFi

 SoFi Technologies

 Enova International

 LendingTree

 PROG Holdings

 Upstart Holdings

 Elements of Executive Compensation and 2023 Compensation Decisions

 The key components of the target total direct compensation for each executive officer set by the compensation and leadership committee annually are annual base salary, short-term cash incentive
 compensation and long-term equity incentive compensation (PSUs and RSUs). The compensation and leadership committee generally positions total cash compensation and equity compensation in a way that the committee believes substantially links
 executive compensation to corporate performance and strikes a balance between our short-term and long-term strategic goals. A significant portion of our NEOs' target total direct compensation opportunity is comprised of "at-risk" compensation
 in the form of performance-based annual incentive opportunities and equity awards in order to align the NEOs' incentives with the interests of our stockholders and our corporate goals. The compensation and leadership committee believes that the
 target total direct compensation of our NEOs should be competitive within the markets in which we compete, while considering factors such as individual performance, company performance and any unique circumstances of the NEO's position based on
 that individual's responsibilities and market factors. We believe that this target will enable us to attract, motivate and retain the executive talent necessary to develop and execute our business strategy. The compensation and leadership
 committee reviews the compensation of our NEOs against our peer group, survey data sources, and other companies which we compete with for talent to provide a general assessment of the overall competitiveness of our executive compensation
 program. We also provide our NEOs with certain severance and change in control benefits, as well as other benefits generally available to all our employees, including retirement benefits under our 401(k) plan and participation in our employee
 benefit plans.

 Base Salaries

 Base salary is a fixed component of pay intended to recognize and reward the day-to-day contributions of our executive officers. Base salaries are initially set at the time of hiring, taking
 into account level of responsibility, qualifications, experience, salary expectations and market data. Base salaries are then reviewed on an annual basis by the compensation and leadership committee. The table below reflects changes in our
 NEOs' salaries from the prior year.

 Executives

 2022 Annual Base Salary ($)

 2023 Annual Base Salary ($) (1)

 Change (%)

 700,000

 595,000

 (2)

 (15.00

)

 341,318

 375,000

 (3)

 9.87

 473,509

 473,509

 —

 (1)

 The base salary amount for each of our NEOs is approved by the compensation and leadership committee.

 (2)

 In connection with certain operating expense reduction efforts by the Company, Mr. Vazquez voluntarily requested a reduction of his annual base salary of 15%, effective November 11, 2023, which was reduced from $700,000 to $595,000
 on an annualized basis.

 (3)

 Ms. Layton's salary was increased on July 15, 2023 in connection with her promotion to Chief Legal Officer.

 Annual Incentive Plan

 Each of our NEOs was eligible to participate in our annual incentive plan for 2023. This performance-based cash compensation was designed to reward the achievement of annual corporate
 performance relative to pre-established goals, as well as individual performance, contributions and strategic impact.

 The compensation and leadership committee established target annual incentive awards for each executive officer, denominated as a percentage of base salary, which were set at the same
 percentages of base salary for 2023 as in 2022.

 2023 Target Annual Incentive Award Opportunity

 Target Award ($)

 Percentage of Base Salary (%)

 700,000

 (1)

 113,625

 (2)

 (3)

 307,780

 (1)

 In connection with Mr. Vazquez' voluntary reduction in salary, the compensation and leadership committee agreed that with respect to the annual bonus calculation for 2023, Mr. Vazquez' target award would be determined using the
 annual base salary in effect immediately before the reduction.

 (2)

 Ms. Layton was only eligible for this bonus opportunity for approximately five months of the year, which is the prorated portion of time in which she served in an executive capacity. This Target Award represents the time in which Ms.
 Layton served as Chief Legal Officer.

 (3)

 Ms. Layton was only eligible for this bonus opportunity for approximately five months of the year, which is the prorated portion of time in which she served in an executive capacity. This represents the bonus opportunity for Ms.
 Layton assuming no proration.

 For 2023, the compensation and leadership committee approved the corporate performance goals and their respective weightings set forth
 below. Our compensation and leadership committee believes these are the appropriate drivers for our business as they provide a balance between growth and strengthening our financial position while operating in a challenging environment. Periodically throughout the year, the compensation and leadership committee may revise corporate performance goals and weightings for annual incentive awards based
 on our business priorities and annual operating plan. Our Adjusted EBITDA and total r evenue performance metrics allow the compensation and leadership committee to
 accurately assess the Company's productivity and efficiency, while evaluating comparative results period-over-period. Please refer to the Reconciliation on Non-GAAP Financial
 Measures section of this amendment for the Company's definition of Adjusted EBITDA.

 In 2023, the annual incentive awards were weighted 75% on corporate performance and 25% on attainment of individual goals for all of our
 NEOs, except for our CEO. The annual incentive award for the CEO was weighted 80% on corporate performance and 20% on attainment of individual goals. Individual goal achievement for each NEO's performance was determined by the compensation
 and leadership committee.

 (1)

 For the CEO, the weightings were 80% on corporate performance and 20% on attainment of individual goals.

 Our 2023 performance included several achievements but ultimately fell short of our expectations. The following provides additional information regarding the corporate goals under our Annual
 Incentive Plan.

 Metric (Weighting)

 Target

 ($)

 Actual

 ($)

 Percent attainment

 (%)

 Total Revenue and Adjusted EBITDA

 Total Revenue (consolidated) (25%)

 1,109M

 1,057M

 91.2%

 Adjusted EBITDA (75%)

 77.9M

 1.7M

 0.0%

 Total Corporate Attainment

 23%

 For a reconciliation of non-GAAP Adjusted EBITDA to GAAP EBITDA, refer to
 the Reconciliation on Non-GAAP Financial Measures section of this amendment. For more information about our business, please see "Business" and "Management's
 Discussion and Analysis of Financial Condition and Results of Operations" in our Original Form 10-K.

 Individual annual incentive award goals and achievement for our NEOs vary depending on our strategic corporate initiatives and each executive
 officer's responsibilities. While not exhaustive, below are certain key factors that the compensation and leadership committee, in consultation with our CEO, considered when determining the individual component of each 2023 annual incentive
 award. While the compensation and leadership committee recognized that the challenging macroeconomic environment resulting from inflationary pressures and higher interest rates negatively impacted the business and stock performance, it
 determined that in 2023 our NEOs were able to continue to shift priorities to focus on tightening our underwriting, reducing expenses, optimizing operational efficiency and guiding Oportun on a trajectory for sustainable, profitable growth and
 long-term value creation for stockholders. The compensation and leadership committee recognized the individual accomplishments of the NEOs, including:

 •

 Regularly enhancing our underwriting models and servicing efforts to continue to improve credit outcomes amidst an uncertain and dynamic macroeconomic environment;

 •

 Adaptability and responsiveness of the legal and compliance organization amidst a complex regulatory landscape;

 •

 Providing strategic guidance that contributed to the achievement of key business initiatives;

 •

 Increasing operating efficiency due to several cost structure optimization initiatives; and

 •

 Executing and delivering a number of funding arrangements in a challenging capital markets environment.

 As a result of the compensation and leadership committee's performance review, including the decline in our Net Income and Total Stockholder Return, the following annual incentive awards were
 paid to each of our NEOs for 2023, representing a decrease in the incentive award paid in comparison to 2022:

 Target Bonus

 ($)

 Bonus Payout

 (% of Target)

 Bonus Amount

 ($)

 YoY

 Change

 (%)

 700,000

 (1)

 32.2

 225,680

 (43.0

)

 113,625

 (2)

 42.1

 47,795

 (2)

 N/A

 (3)

 307,780

 39.6

 121,881

 (51.9

)

 (1)

 In connection with Mr. Vazquez' voluntary reduction in salary, the compensation and leadership committee agreed that with respect to annual bonus calculation for 2023, Mr. Vazquez' target award would be determined using the annual
 base salary in effect immediately before the reduction.

 (2)

 Ms. Layton's target annual incentive award was prorated for the portion of time in which she served in an executive capacity. Assuming no proration, the
 Target Bonus for Ms. Layton would have been $243,750 and the Bonus Amount would have been $102,61 9. Prior to her promotion to Chief Legal Officer, Ms. Layton
 received $95,175 in bonus payments for 2023.

 (3)

 Ms. Layton was not serving in an executive capacity in 2022 and did not receive an annual incentive award.

 Long-Term Incentive Compensation

 Our compensation and leadership committee believes long-term incentive compensation is an effective means for focusing our NEOs on driving increased stockholder value over a multi-year period
 and motivating them to remain employed with us. In 2023, our compensation and leadership committee, in consultation with Willis Towers Watson, conducted a review of the design of our long-term incentive program. Based on this review, the
 compensation and leadership committee determined to adopt a new, enhanced long-term incentive program for our executive officers. The design of the 2023 program is intended to directly align the interests of our executive officers with those of
 our stockholders, to give our executive officers a strong incentive to maximize stockholder returns on a long-term basis, and to aid in our recruitment and retention of key executive talent necessary to ensure our continued success.

 In 2023, our long-term incentive program provided for the delivery of long-term incentive awards through a combination of the following two award vehicles:

 LTI Vehicle

 Performance Period

 Weighting

 Performance-based

 Restricted Stock Units (PSUs)

 A three-year performance period covering calendar years 2023 through 2025; three-year cliff vesting

 Approximately 50% of total target award

 Restricted Stock Units (RSUs)

 N/A – Shares vest in three equal annual installments from the vesting commencement date of March 10, 2023, subject to continued employment

 Approximately 50% of total target award

 The PSU award is the new element of our long-term incentive program, and it is the performance-contingent award which replaces the stock options in our prior long-term incentive program. The
 PSU award rewards executives for absolute total shareholder return as measured by the Company's stock price appreciation and any declared dividends. We use absolute total shareholder return as the sole performance metric for the award because
 the compensation and leadership committee believes it is the ultimate measure of the Company's achievement for its stockholders over the long term. The PSUs have both upside potential and downside risk based on positive or negative absolute
 total shareholder return performance. Vesting of the 2023-2025 PSU award cycle occurs at the end of the three-year performance period, which is December 31, 2025, and vested PSUs are subject to the continued employment of each executive through
 March 10, 2026. Vesting is dependent upon meeting a three-year threshold level of absolute total shareholder return, and participants are eligible to earn up to 125% of their target award. Any PSUs that vest in excess of the 100% target number
 of units (the "Upside Units"), may be paid out via a cash payment with respect to some or all of the Upside Units, in an amount equal to the fair market value of the underlying shares as of the vesting date.

 The following table reflects potential performance and payout percentages. Performance between these points will be linearly interpolated.

 TSR Global

 Percent That Become Eligible Units

 Corresponding Average Closing Stock Prices

 If Company TSR

 is achieved at...

... Then the percentage of the Target Number of Performance-Based Restricted Stock Units that become Eligible Units is:

 The applicable average closing prices of our common stock for each of the twenty (20) trailing consecutive trading days ending with, and inclusive of, the measurement date would need to
 reach:

 125% or greater

 125%

 $13.61

 100%

 100%

 $12.10

 75%

 75%

 $10.59

 50%

 50%

 $9.08

 25%

 25%

 $7.56

 Less than 25%

 0%

 < $7.56

 Stock-based compensation cost for the PSUs is measured based on the estimated fair value of the PSUs granted using a Monte Carlo simulation. The fair value is then amortized ratably over the
 requisite service period of the awards. The fair value for PSUs achieved over 100% of target are recognized as a liability and will be revalued as needed throughout the service period.

 A summary of our PSU activity under the 2019 Plan for the year ended December 31, 2023 is as follows:

 PSU Outstanding

 Weighted Average Grant-

 Date Fair Value

 ($)

 Balance – January 1, 2023

 —

 —

 Granted

 327,668

 1.33

 Vested

 —

 —

 Forfeited

 —

 —

 Balance – December 31, 2023

 327,668

 1.33

 For fiscal year 2023, we recognized approximately $13.2 thousand in compensation cost related to nonvested PSU awards granted to employees in our condensed consolidated statements of
 operations. As of December 31, 2023, we had approximately $422.6 thousand in unrecognized compensation cost related to nonvested PSU awards granted to employees, which will be recognized over a weighted average vesting period of approximately
 2.19 years.

 Employment and Change in Control Arrangements

 We have entered into at-will employment offer letters with each of our NEOs that were approved by the compensation and leadership committee and our Board. In addition, we provide each NEO with
 the opportunity to receive certain severance payments and benefits in the event of a termination of employment under certain circumstances, including in connection with a change of control. The compensation and leadership committee generally
 believes that the severance protection payments and benefits we offer are necessary to provide stability among our executive officers, serve to focus our executive officers on our business operations, and avoid distractions in connection with a
 potential change in control transaction or period of uncertainty.

 For additional information on the employment arrangements and potential post-employment payments to our NEOs, see " Employment, Severance, and Change in Control
 Agreements " and " Potential Payments and Benefits Upon Termination or Change in Control " below.

 401(k) Plan and Employee Benefits

 During 2023, all full-time employees in the United States employed by Oportun, including the NEOs, were eligible to participate in the Company's 401(k) plan, a tax qualified retirement plan
 (with an employer match up to 4% of eligible contributions). Other than the 401(k) plan, we do not provide defined benefit pension plans or defined contribution retirement plans to the NEOs or other employees.

 We also offer a number of benefit programs to our full-time employees, including our NEOs, in the United States. These benefits include medical, vision and dental insurance, health and
 dependent care flexible spending accounts, wellness programs, charitable donation matching, short-term and long-term disability insurance, accidental death and dismemberment insurance, basic life insurance coverage, and business travel
 insurance. Full-time and part-time employees in the United States are eligible to receive paid parental leave.

 Stock Ownership Guidelines

 In April 2022, the compensation and leadership committee adopted stock ownership guidelines for our executive officers and non-employee directors to further align their interests with our
 stockholders. Under these guidelines, each participant is required to own shares of our common stock with value of at least the following:

 Position

 Ownership Requirement

 CEO

 6x annual base salary

 Other Section 16 officers

 3x annual base salary

 Non-employee directors

 5x annual cash retainer

 Covered executives are expected to meet the required ownership level within five years of the later of the initial adoption of the policy or hire or promotion into a covered executive role.
 Non-employee directors are expected to meet the required ownership level within five years of the appointment date. Further, executives and non-employee directors must hold at least 50% of any net after-tax shares realized from equity award
 vesting or exercise until the guideline has been met. Shares held outright and unvested RSUs that are subject to only a time-vesting condition count towards the ownership threshold but shares underlying options and unearned performance-vesting
 shares do not.

 Compensation Clawback

 In April 2022, the compensation and leadership committee approved a discretionary executive clawback policy which ap plies to our Section 16 officers. Our discretionary clawback policy provides that if (i) the Company is required to restate its financial statements filed pursuant to the Exchange Act
 as a result of a material error in the financial statement, (ii) such restatement is due to the gross negligence or intentional misconduct of a clawback officer (as determined by the compensation and leadership committee), (iii) the amount
 of any cash-based incentive paid to or payable to such clawback officer that was determined based on the achievement of financial or operating results would have been less if such financial statements had been correct at the time of
 determination, and (iv) no more than three years have elapsed from the filing date of such financial statements upon which such incentive compensation was determined, then the Company shall recoup from such clawback officer an amount equal
 to such excess cash incentive compensation through such means as the compensation and leadership committee determines in accordance with the policy.

 In addition to the above-described discretionary clawback policy, in November 2023, the compensation and leadership committee adopted a separate mandatory incentive-based
 executive clawback policy which applies to our current and former executive officers, on or after October 2, 2023. Our mandatory clawback policy provides for the recoupment of certain executive compensation, including but not limited to short-
 and long-term incentive-based compensation, in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under U.S. federal securities laws, consistent with SEC regulations effective in
 2023.

 Hedging and Pledging Policies

 We have established an insider trading policy, which, among other things, prohibits all employees and non-employee directors from engaging in short sales or transactions in publicly-traded
 options (such as puts and calls) and other derivative securities relating to our common stock, hedging or similar transaction designed to decrease the risks associated with holding our securities, pledging any of our securities as collateral
 for a loan, and holding any of our securities in a margin account.

 Compensation Risk Assessment

 The compensation and leadership committee has reviewed our compensation programs to assess whether they encourage our employees to take excessive or inappropriate risks. After reviewing and
 assessing our compensation philosophy, policies and practices, including the mix of fixed and variable, short-term and long-term incentives and overall pay, incentive plan structures, and the checks and balances built into, and oversight of,
 each plan and practice, the compensation and leadership committee has determined that any risks arising from our compensation programs are not reasonably likely to have a material adverse effect on the Company.

 Deductibility of Executive Compensation

 Section 162(m) of the Internal Revenue Code generally places a $1 million limit on the amount of compensation a publicly-held company can deduct for U.S. federal tax purposes in any tax year on
 compensation paid to "covered employees." The compensation and leadership committee retains discretion to award compensation amounts which are not tax-deductible if it determines that such compensation is consistent with our business needs.

 Taxation of Parachute Payments and Deferred Compensation

 We do not provide, and have no obligation to provide, any executive officer, including any NEO, with a "gross-up" or other reimbursement payment for any tax liability that he or she might owe
 as a result of the application of Section 280G, 4999, or 409A of the Code. Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject
 to an excise tax if they receive payments or benefits in connection with a change of control that exceed certain limits prescribed by the Code, and that the employer may be unable to take a deduction on the amounts subject to this additional
 tax.

 Summary Compensation Table

 The following table provides information regarding the compensation awarded to, earned by or paid to our NEOs for the years ended December 31, 2023, 2022, and 2021:

 Year

 Salary (1)

 ($)

 Bonus

 ($)

 Stock Awards (3)

 ($)

 Option Awards (3)

 ($)

 Non-Equity Incentive Plan Compensation (4)

 ($)

 All Other Compensation (5)

 ($)

 Total

 ($)

 Raul Vazquez (6)(7)

 2023

 687,885

 —

 746,007

 —

 225,680

 34,963

 1,694,535

 Chief Executive Officer

 2022

 683,836

 —

 2,650,738

 875,005

 525,000

 31,345

 4,765,924

 2021

 591,917

 —

 875,019

 875,010

 745,440

 31,999

 3,119,385

 Kathleen Layton (8)

 2023

 356,216

 95,175

 (2)

 371,545

 —

 47,795

 15,362

 886,093

 Chief Legal Officer and Corporate Secretary

 2023

 473,509

 —

 208,704

 —

 121,881

 39,819

 843,913

 Chief Credit Officer

 2022

 469,176

 —

 1,136,034

 375,008

 234,682

 38,949

 2,253,849

 2021

 433,816

 —

 375,005

 375,011

 358,158

 36,150

 1,578,140

 (1)

 The salary amounts in this column reflect the blended salary paid, which takes into account any salary increases or decreases effective during the year, if any. These amounts have been adjusted to reflect the blended salary paid and
 may deviate an immaterial amount from the previously reported salaries.

 (2)

 The amount reported represents an annual bonus paid to Ms. Layton during
 the course of 2023, prior to her promotion to Chief Legal Officer. The bonus for non-executive employees is not based on
 pre-established performance criteria and therefore is not included in Non-Equity Incentive Plan Compensation.

 (3)

 These columns reflect the aggregate grant date fair value of stock options, RSUs, and PSUs measured pursuant to FASB ASC 718 without regard to forfeitures
 and assuming the probable level of achievement for all PSUs. We value time-based RSUs based on the closing market price of our common stock reported on Nasdaq on the grant dates. We value PSUs using the Monte Carlo simulation pricing
 model. In 2023, Messrs. Vazquez and Kirscht were granted PSUs having the following grant date fair values: $234,560 for Mr. Vazquez and $65,621 for Mr. Kirscht. The value of the PSUs at the grant date assuming that the highest level
 of performance conditions will be achieved is $293,200 for Mr. Vazquez and $82,026 for Mr. Kirscht. The actual number of PSUs, if any, that may be earned range from 0% to 125% of the target number of units. Any PSUs that vest in
 excess of the 100% target number of units (the "Upside Units"), may be paid out via a cash payment with respect to some or all of the Upside Units, in an amount equal to the fair market value of the underlying shares as of the vesting
 date, subject to the terms of the 2019 Equity Incentive Plan and the PSU Award Agreement. For additional information on the assumptions used in calculating the grant date fair value of these awards see Note 2 and Note 11 to our Notes
 to the Consolidated Financial Statements included in our Original Form 10-K, as well as "Elements of Executive Compensation and 2023 Compensation Decisions—Long-Term Incentive Compensation" above. These amounts in this column may not
 reflect the actual economic value that may be realized by the NEO. For additional information regarding our long-term incentive program, see " Elements of
 Executive Compensation and 2023 Compensation Decisions—Long-Term Incentive Compensation " above.

 (4)

 The amounts represent the bonuses paid under our annual incentive plan.

 (5)

 The amounts reported include the cash value of Oportun's match of our NEO's contributions to the 401(k) plan, matching charitable contributions made by Oportun in 2021 and 2022 pursuant to the Company's charitable match program,
 certain life insurance premium payments, and certain medical insurance and disability insurance payments. For 20 23,
 "All Other Compensation" includes certain medical insurance and disability insurance payments, as well as (i) $13,200 for 401(k) employer match and $318 for life insurance premium for Mr.
 Vazquez; (ii) $13,200 for 401(k) employer match for Ms. Layton and (iii) $13,200 for 401(k) employer match and $318 for life insurance premium for Mr. Kirscht.

 (6)

 Mr. Vazquez serves on our Board but is not paid additional compensation for such service.

 (7)

 Mr. Vazquez' base salary was voluntarily decreased from $700,000 to $595,000, effective November 11, 2023.

 (8)

 Ms. Layton's base salary was increased from $341,318 to $375,000, effective July 15, 2023.

 Grants of Plan-Based Awards in Fiscal Year 2023

 The following table provides information regarding each grant of a plan-based award made to an NEO under any plan in the year ended December 31, 2023:

 Estimated Future Payouts Under Equity Incentive Plan Awards

 Type of Award

 Grant Date

 Estimated

 Future

 Payouts

 Under Non-

 Equity

 Incentive

 Plan Awards: (1)

 Target ($)

 Threshold

 (#)

 Target

 (#)

 Maximum

 (#)

 All Other Stock Awards: Number of Shares or Units

 (#)

 Grant Date

 Fair Value

 of Stock

 Awards (2)

 ($)

 Annual incentive award

 2/12/2024

 700,000

 —

 —

 —

 —

 —

 PSU

 —

 44,090

 176,361

 220,451

 —

 234,560

 RSU

 —

 —

 —

 —

 176,361

 511,447

 Annual incentive award

 2/12/2024

 113,625

 —

 —

 —

 —

 —

 RSU

 10/25/2023

 —

 —

 —

 —

 18,700

 100,419

 RSU

 9/10/2023

 —

 —

 —

 —

 36,102

 271,126

 Annual incentive award

 2/12/2024

 307,780

 —

 —

 —

 —

 —

 PSU

 —

 12,334

 49,339

 61,673

 —

 65,621

 RSU

 —

 —

 —

 —

 49,339

 143,083

 (1)

 Represents the target amount of annual cash incentive compensation for which the executive was eligible to receive under our annual incentive plan. There are no minimum thresholds or maximums.

 (2)

 This column reflects the aggregate grant date fair value of the RSU awards and PSU awards, assuming the probable level of achievement, measured pursuant to
 FASB ASC 718, without regard to forfeitures. The assumptions used in calculating the grant date fair value of these awards are set forth in Note 2 and Note 11 to our Notes to the Consolidated Financial Statements included in our Original Form 10-K. These amounts do not reflect the actual economic value that may be realized by the NEO.

 Annual Incentive Plan

 Each of our NEOs was eligible to participate in our annual incentive plan for 2023. For additional discussion regarding the criteria applied in determining
 the amounts payable under the Annual Incentive Plan, please see "Executive Compensation—Annual Incentive Plan."

 Outstanding Equity Awards at 2023 Fiscal Year End

 The following table provides information with respect to all outstanding stock options and RSUs held by our NEOs as of December 31, 2023. See " Employment, Severance, and Change in Control Agreements " and " Potential Payments and Benefits Upon Termination or Change in Control "
 b elow for information regarding the impact of certain employment termination scenarios on outstanding equity awards.

 Option Awards

 Stock Awards

 Name

 Award Grant Date (1)

 Number of Securities Underlying Unexercised Options -

 Unexercisable (2)

 (#)

 Number of Securities Underlying Unexercised Options -

 Exercisable (3)

 (#)

 Option

 Exercise

 Price

 ($/sh)

 Option

 Expiration Date

 Number of

 Shares or Units

 That Have Not

 Vested

 (#)

 Market Value of

 Shares or Units

 That Have Not

 Vested (5)

 ($)

 Equity Incentive

 Plan Awards:

 Number of

 Unearned

 Shares, Units or

 Other Rights

 That Have Not

 Vested

 (#)

 Equity Incentive

 Plan Awards:

 Market or

 Payout Value of

 Unearned

 Shares, Units or

 Other Rights

 That Have Not

 Vested (5)

 ($)

 9/10/2014

 —

 136,363

 10.23

 9/9/2024

 —

 —

 —

 —

 9/29/2015

 —

 3,741

 26.73

 9/28/2025

 —

 —

 —

 —

 11/30/2016

 —

 145,453

 19.69

 11/29/2026

 —

 —

 —

 —

 6/28/2019

 —

 140,551

 18.04

 6/27/2029

 —

 —

 —

 —

 3/10/2020 (6)

 12,088

 181,276

 19.00

 3/9/2030

 —

 —

 —

 —

 3/10/2020

 —

 —

 —

 23,027

 (4)

 90,036

 —

 —

 9/10/2020 (7)

 —

 —

 —

 —

 31,475

 (4)

 123,067

 —

 —

 3/10/2021 (6)

 22,544

 49,592

 21.26

 3/9/2031

 —

 —

 —

 —

 3/10/2021

 —

 —

 —

 —

 20,579

 (4)

 80,464

 —

 —

 3/25/2022

 62,747

 48,801

 13.39

 3/24/2032

 —

 —

 3/25/2022

 —

 —

 —

 —

 148,473

 (4)

 580,529

 —

 —

 —

 —

 —

 —

 176,361

 (8)

 689,572

 —

 —

 —

 —

 —

 —

 —

 —

 44,090

 (9)

 172,392

 12/21/2016

 —

 8,522

 19.69

 12/20/2026

 —

 —

 —

 —

 11/29/2017

 —

 4,022

 24.86

 11/28/2027

 —

 —

 —

 —

 3/29/2018

 —

 3,935

 25.41

 3/28/2028

 —

 —

 —

 —

 3/10/2020 (6)

 8,591

 19.00

 3/9/2030

 —

 —

 —

 —

 3/10/2020

 —

 —

 —

 —

 1,092

 (4)

 4,270

 —

 —

 9/10/2020

 —

 —

 —

 —

 1,492

 (4)

 5,834

 —

 —

 3/10/2021

 —

 —

 —

 —

 1,671

 (4)

 6,534

 —

 —

 3/10/2021 (6)

 1,831

 4,026

 21.26

 3/9/2031

 —

 —

 —

 —

 3/10/2022

 —

 —

 —

 —

 7,669

 (4)

 29,986

 —

 —

 3/10/2022 (6)

 9,722

 7,561

 13.26

 3/9/2032

 —

 —

 —

 —

 9/10/2023

 —

 —

 —

 —

 3,6102

 (4)

 141,159

 —

 —

 10/25/2023

 —

 —

 —

 —

 18,700

 (4)

 73,117

 —

 —

 9/29/2014

 —

 36,363

 10.23

 9/28/2024

 —

 —

 —

 —

 9/29/2015

 —

 54,545

 26.73

 9/28/2025

 —

 —

 —

 —

 11/30/2016

 —

 45,453

 19.69

 11/29/2026

 —

 —

 —

 —

 6/28/2019

 —

 70,275

 18.04

 6/27/2029

 —

 —

 —

 —

 3/10/2020 (6)

 5,181

 77,690

 19.00

 3/9/2030

 —

 —

 —

 —

 3/10/2020

 —

 —

 —

 —

 9,869

 (4)

 38,588

 —

 —

 9/10/2020 (7)

 —

 —

 —

 —

 13,490

 (4)

 52,746

 —

 —

 3/10/2021 (6)

 9,662

 21,254

 21.26

 3/9/2031

 —

 —

 —

 —

 3/10/2021

 —

 —

 —

 —

 8,820

 (4)

 34,486

 —

 —

 3/25/2022

 26,892

 20,915

 13.39

 3/24/2032

 —

 —

 —

 —

 3/25/2022

 —

 —

 —

 —

 63,632

 (4)

 248,801

 —

 —

 —

 —

 —

 —

 49,339

 (8)

 192,915

 —

 —

 —

 —

 —

 —

 —

 —

 12,334

 (9)

 48,226

 (1)

 Awards with a grant date on or prior to July 31, 2015 were granted under our 2005 Plan, awards with a grant date after July 31, 2015, but on or prior to September 26, 2019, were granted
 under our 2015 Stock Option/Stock Issuance Plan. Awards with a grant date after September 26, 2019 were granted under our 2019 Equity Incentive Plan.

 (2)

 Each option grant provides for a four-year vesting schedule, with one-fourth of the underlying shares vesting on the one-year anniversary of the vesting commencement date, and the balance vesting in equal monthly installments over
 the remaining 36 months, in each case subject to the executive's continued service through the applicable vesting date. Except with respect to stock options granted under our 2019 Equity Incentive Plan, options are exercisable
 immediately following grant, also known as "early exercisable," and unvested shares purchased on an early exercise are subject to a repurchase right in our favor on termination of employment that lapses along the same vesting schedule
 as contained in the option grant. This column reflects the number of unexercised options that were unvested as of December 31, 2023.

 (3)

 This column reflects the number of shares subject to unexercised options that were vested as of December 31, 2023.

 (4)

 The RSUs will vest over a four-year period with one-fourth of the RSUs vesting on each one year anniversary of the vesting commencement date, subject to the executive's continued service on each such vesting date. There is no
 performance-based vesting condition associated with such RSUs.

 (5)

 Represents the number of unvested shares underlying RSUs multiplied by the per share fair market value of our common stock as of December 31, 2023, based on the closing price of our common
 stock of $3.91 per share.

 (6)

 Stock options granted under our 2019 Equity Incentive Plan are not early exercisable.

 (7)

 Includes "pull-forward" grants awarded in September 2020 where the grant pulled forward 50% of the annual grant value that otherwise would have been awarded as part of the annual review process in March 2021, with the remainder
 issued as awards of stock options and RSUs in March 2021.

 (8)

 The RSUs will vest in 3 equal annual installments from the vesting commencement date of March 10, 2023, subject to the executive's continued service on each vesting date. There is no performance-based vesting condition associated
 with such RSUs.

 (9)

 These amount s represent PSU grants,
 assuming an achievement level at threshold. The actual number of PSUs, if any, that may be earned range from 0% to 125% of the target number of units. Any PSUs that vest in excess of the Upside Units, may be paid out in cash.
 Vesting is also contingent upon the continued employment of the executive through March 10, 2026, or as otherwise provided in the applicable award agreement. For additional information, see "Elements of Executive Compensation and 2023 Compensation Decisions—Long-Term Incentive Compensation" above.

 Option Exercises and Stock Vested in Fiscal Year 2023

 The following table presents information concerning the aggregate value and number of shares of our common stock for which options were exercised or RSUs vested during 2023 for each of the NEOs:

 Option Awards

 Stock Awards

 Name

 Number of Shares

 Acquired on Exercise

 (#)

 Value Realized on

 Exercise

 ($) (1)

 Number of Shares

 Acquired on Vesting

 (#)

 Value Realized on

 Vesting

 ($) (4)

 101,675

 (2)

 148,445

 132,131

 701,197

 —

 —

 7,859

 41,843

 68,181

 (3)

 99,544

 57,902

 308,161

 (1)

 The value realiz ed on exercise was determined based on a fair market value of the
 Company stock on the date of the exercise.

 (2)

 Reflects two option exercises made on June 14, 2023, each with a per share
 exercise price of $5.86. For the first option exercise, Mr. Vazquez exercised the option as to 90,909 vested shares and chose to pay the exercise price and amounts required to satisfy tax withholding obligations through net
 share withholding, with the Company retaining 79,230 otherwise deliverable shares. For the second option exercise, Mr. Vazquez chose to exchange 8,084 previously owned shares,
 which had been held for at least 6 months, to cover the exercise price for the 10,766 vested options. Such exchange resulted in no applicable tax withholding.

 (3)

 Reflects two option exercises made on June 14, 2023, each with a per share exercise
 price of $5.86. For the first option exercise, Mr. Kirscht exercised the option as to 45,454 vested shares and chose to pay the exercise price and amounts required to satisfy tax withholding obligations through net share
 withholding, with the Company retaining 40,521 otherwise deliverable shares. For the second option exercise, Mr. Kirscht chose to exchange 17,065 previously owned shares,
 which had been held for at least 6 months, to cover the exercise price for the 22,727 vested options. Such exchange resulted in no applicable tax withholding.

 (4)

 The number of shares and value realized on vesting include shares that were
 withheld or sold at the time of vesting to satisfy tax withholding requirements.

 Employment, Severance and Change in Control Agreements

 We previously entered into offer letters with each of our NEOs
 that generally provide for at-will employment and set forth the executive's base salary, eligibility for an annual incentive award opportunity and employee benefits, and coverage under our executive severance policy. Each of our NEOs has
 also executed our standard form of proprietary information and invention assignment agreement. Each NEO must abide by any applicable compensation recovery policy, stock ownership guidelines, or other similar policies that we maintain.
 Further, the award agreements governing the PSU awards granted to Messrs. Vazquez and Kirscht in 2023 provide for certain benefits upon a change in control or in
 the event of an involuntary termination of the applicable NEO in connection with a change in control of Oportun. General provisions of the executive severance and change in control policy is discussed below, and any potential payments and
 benefits due upon a termina tion of employment or a change in control are further quantified below in " Potential Payments and Benefits
 Upon Termination or Change in Control."

 Executive Severance and Change in Control Policy

 We maintain an executive severance and change in control policy, which covers each of our NEOs.

 Upon a termination of employment by us without cause or by the executive for good reason (an "involuntary termination"), our NEOs other than our CEO will receive 12 months of salary
 continuation and continuation of health plan benefits at no cost under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") if they have been employed with us for at least five years (or nine months of such benefits
 if they have been employed for less than five years). If the termination occurs during the period beginning 90 days before, through 12 months after, our change in control (the "change in control period"), they
 will receive the higher level of salary continuation and health insurance benefits regardless of their tenure with us, their full target bonus, and full vesting of their unvested equity awards other than performance-vested awards. For
 performance-vested awards (other than the PSU awards described in the following section), any acceleration of vesting, exercisability or lapse of restrictions is based on actual performance through the date of such change in control. As of
 December 31, 2023, the last day of the most recently completed fiscal year, each of Ms. Layton and Mr. Kirscht had completed at least five years of employment with us.

 On an involuntary termination, our CEO will receive 18 months of salary continuation and continuation of health plan benefits at no cost under COBRA if he has been employed with
 us for at least five years (or 12 months of such benefits if he has been employed for less than five years), and 12 months' worth of accelerated vesting of equity awards other than performance-vested awards. If the involuntary termination
 occurs within the change in control period, he will receive the higher level of salary continuation and health insurance benefits regardless of his tenure with us, 150% of his target bonus, and full vesting of his unvested equity awards other
 than performance-vested awards. For performance-vested awards (other than the PSU awards described in the following section), any acceleration of vesting, exercisability or lapse of restrictions is based on actual performance through the date
 of such change in control. As of December 31, 2023, the last day of the most recently completed fiscal year, our CEO had completed at least five years of employment with us.

 Severance benefits are subject to the execution of a release of claims by the executive, resignation fro m all officer and director positions, and continued
 compliance with the executive's obligations under any confidentiality, intellectual property assignment, non-solicitation and restrictive covenant agreement with us. The terms "cause," "good reason" and "change in control" can be found in the
 executive severance and change in control policy. If the payments and benefits under our executive severance and change in control policy would constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code and
 would be subject to the related excise tax, such payments either will be paid in full or as to such lesser amount that would result in no portion of the payments and benefits being subject to such excise tax, whichever results in the greater
 amount of after-tax benefits to the NEO after taking into account any applicable excise tax. Our executive severance and change in control policy does not provide for any Internal Revenue Code Section 280G-related tax gross-up payments from
 the Company.

 PSU Award Agreement

 Under each of the award agreements governing the PSU awards granted to Messrs. Vazquez and Kirscht in 2023, if a "change in control" (as defined in the PSU award agreement)
 occurs during the three-year performance period covering calendar years 2023 through 2025, the performance period will be shortened to conclude as of a date, determined by the compensation and leadership committee, that is within the 10-day
 period ending with the estimated date of the change in control, and the compensation and leadership committee will certify our TSR performance during the abbreviated performance period by comparing the beginning average closing price to the
 consideration payable in the change in control (instead of the average closing price for the last 20 trailing consecutive trading days).

 If the applicable NEO continues to provide service to us through the date of the change in control, then as of immediately before the change in control, a number of PSUs will
 become eligible PSUs equal to the greater of (x) the number of PSUs, if any, that the compensation and leadership committee determined may become eligible PSUs according to the certification described above, or (y) 100% of the target number of
 PSUs.

 If the change in control occurs while the NEO continues to
 provide service to us and the PSU award is not assumed, continued, or substituted by a similar award, 100% of the NEO's eligible PSUs (as determined according to the certification described above) will vest as of immediately before the
 change in control.

 In addition, if, during the period beginning 90 days before a change in control and ending 12 months after that change in control, the NEO's employment with us is terminated
 either (a) by us without "cause" and other than due to their death or "disability," or (b) by the NEO for "good reason" (as such terms are defined in the PSU agreement), 100% of the NEO's eligible PSUs will vest, subject to the NEO's execution
 of a release of claims by the executive, resignation from all officer and director positions, and continued compliance with the executive's obligations under any confidentiality, intellectual property assignment, non-solicitation and
 restrictive covenant agreement with us. The vesting acceleration benefits under our executive severance and change in control policy will not apply to these PSU awards.

 Potential Payments and Benefits Upon Termination or Change in Control

 The following table sets forth the estimated payments and benefits that would be received by each of the NEOs upon a change in control of Oportun, upon a termination of employment without cause or following a resignation for good reason ( which

 we refer to below as an involuntary termination) unrelated to a change in control, or upon an
 involuntary termination in connection with a change in control of Oportun. This table reflects amounts payable to each NEO assuming his or her employment was terminated on December 31, 2023, and /or the change in control also occurred on that date. For additional discussion of the potential benefits and payments due in
 connection with a termination of employment or a change in control, please see " Employment, Severance, and Change in Control Agreements — Executive Severance and Change in Control Policy " above.

 Name

 Change in Control (1)(2)

 ($)

 Involuntary

 Termination Other

 than During Change

 in Control Period (2)(3)

 ($)

 Involuntary

 Termination During

 Change in Control

 Period (2)(3)

 ($)

 Salary Severance (4)

 1,050,000

 1,050,000

 Bonus Severance (4)

 —

 1,050,000

 Continuation of Health Insurance Benefits

 27,081

 27,081

 Accelerated Vesting of Equity Awards

 689,572

 676,696

 2,253,239

 Total

 689,572

 1,753,777

 4,380,320

 Salary Severance

 —

 375,000

 375,000

 Bonus Severance

 —

 —

 113,625

 Continuation of Health Insurance Benefits

 —

 —

 —

 Accelerated Vesting of Equity Awards

 —

 —

 260,899

 Total

 —

 375,000

 749,524

 Salary Severance

 —

 473,508

 473,508

 Bonus Severance

 —

 —

 307,780

 Continuation of Health Insurance Benefits

 —

 23,248

 23,248

 Accelerated Vesting of Equity Awards

 192,215

 —

 760,452

 Total

 192,215

 496,756

 1,564,988

 (1)

 The values listed in this column for "Equity Awards" reflect the estimated value of the PSUs granted to the applicable NEO that would become eligible PSUs (that is, eligible to vest on March 10, 2026, subject to the NEO continuing to
 provide service following the change in control through that date) if a change in control occurred on December 29, 2023 (which was during the PSU award's three-year performance period covering calendar years 2023 through 2025). This
 estimated value was calculated by multiplying the number of eligible PSUs by the closing price for a share of our common stock on December 29, 2023 (the last business day of our 2023 fiscal year), which was $3.91. The number of eligible
 PSUs is assumed to be the target number of PSUs since the number of PSUs that would become eligible PSUs based on our TSR performance during the abbreviated performance period was less than the target number of PSUs.

 (2)

 Based on salary and target bonus amounts as of December 29, 2023.

 (3)

 The values listed in this column for "Equity Awards" reflect the estimated value of accelerated vesting of the applicable NEO's equity awards, which was calculated by multiplying the number of shares underlying the NEO's unvested
 option, RSU awards or PSU awards that would be accelerated by the closing price for a share of our common stock on December 29, 2023 (the last business day of our 2023 fiscal year), which was $3.91, minus the aggregate exercise price
 attributable to the accelerated shares in the case of a stock option. No value has been included for stock options that have a per share exercise price at or above $3.91. For the PSU awards granted to Messrs. Vazquez and Kirscht in
 2023, the number of PSUs accelerated is assumed to be the target number of PSUs since the number of PSUs that would become eligible PSUs based on our TSR performance during the abbreviated performance period was less than the target
 number of PSUs.

 (4)

 In connection with Mr. Vazquez' voluntary reduction in salary, the compensation and leadership committee agreed that with respect to the executive severance and change in control policy, any severance benefits received will be
 determined using the annual base salary in effect immediately before the reduction.

 Report of the Compensation and Leadership Committee

 The compensation and leadership committee has reviewed and discussed the "Executive Compensation" section with management. Based on this review and discussion, the compensation and leadership
 committee has recommended to the Board that the "Executive Compensation" section be included in our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2023 and our proxy statement for our 2024 annual meeting of stockholders.

 Respectfully submitted by the members of the compensation and leadership committee of the Board:

 Roy Banks (Chair)

 Mohit Daswani

 Louis P. Miramontes

 Scott Parker

 Reconciliation on Non-GAAP Financial Measures

 The amendment contains financial measures that are not calculated in accordance with U.S. generally accepted accounting principles ("GAAP").

 Adjusted EBITDA

 Adjusted EBITDA is a non-GAAP financial measure defined as our net income, adjusted to eliminate the effect of certain items as described below. We believe that Adjusted EBITDA is an important
 measure because it allows management, investors and our Board to evaluate and compare our operating results, including our return on capital and operating efficiencies, from period-to-period by making the adjustments described below. In
 addition, it provides a useful measure for period-to-period comparisons of our business, as it removes the effect of taxes, certain non-cash items, variable charges and timing differences.

 •

 We believe it is useful to exclude the impact of income tax expense (benefit), as reported, because historically it has included irregular income tax items that do not reflect ongoing business operations.

 •

 We believe it is useful to exclude the impact of interest expense associated with the Company's Corporate Financing, as we view this expense as related to our capital
 structure rather than our funding.

 •

 We believe it is useful to exclude the impact of depreciation and amortization and stock-based compensation expense because they are non-cash charges.

 •

 We believe it is useful to exclude the impact of certain non-recurring charges, such as expenses associated with our workforce optimization, acquisition and integration
 related expenses, and other non-recurring charges because these items do not reflect ongoing business operations. Other non-recurring charges include litigation reserve, impairment charges, debt amendment and warrant amortization
 costs related to our Corporate Financing.

 •

 We also reverse origination fees for Loans Receivable at Fair Value, net. We recognize the full amount of any origination fees as revenue at the time of loan disbursement in
 advance of our collection of origination fees through principal payments. As a result, we believe it is beneficial to exclude the uncollected portion of such origination fees, because such amounts do not represent cash that we
 received.

 •

 We also reverse the fair value mark-to-market adjustment because it is a non-cash adjustment.

 The following table presents a reconciliation of net income (loss) to Adjusted Net Income for the years ended December 31, 2023 and 2022:

 Year Ended December 31,

 Adjusted EBITDA (in thousands)

 2023

 2022

 Net income (loss)

 $

 (179,951

)

 $

 (77,744

)

 Adjustments:

 Income tax expense (benefit)

 (73,702

)

 2,458

 Interest on corporate financing

 37,684

 5,987

 Depreciation and amortization

 42,978

 35,182

 Stock-based compensation expense

 17,997

 27,620

 Workforce optimization expenses

 22,485

 1,882

 Acquisition and integration related expenses

 27,640

 29,682

 Origination fees for loans receivable at fair value, net

 (18,536

)

 (26,845

)

 Other non-recurring charges (1)

 15,524

 111,222

 Fair value mark-to-market adjustment

 109,548

 (119,711

)

 Adjusted EBITDA

 $

 1,667

 $

 (10,267

)

 (1)

 Certain prior-period financial information has been reclassified to conform to current period presentation.

 Adjusted Operating Efficiency

 Adjusted Operating Efficiency is a non-GAAP financial measure defined as total operating expenses adjusted to exclude stock-based compensation expense and certain non-recurring charges such as
 expenses associated with a litigation reserve, our retail network optimization plan, impairment charges and acquisition and integration related expenses divided by total revenue. We believe Adjusted Operating Efficiency is an important measure
 because it allows management, investors and our Board to evaluate how efficiently we manage costs relative to revenue.

 The following table presents a reconciliation of Operating Efficiency to Adjusted Operating Efficiency for the years ended December 31, 2023 and 2022:

 As of or for the Year Ended December 31,

 (in thousands)

 2023

 2022

 Operating Efficiency

 50.6

 %

 75.2

 %

 Adjusted Operating Efficiency

 Total revenue

 $

 1,056,919

 $

 952,545

 Total operating expense

 534,319

 715,943

 Stock-based compensation expense

 (17,997

)

 (27,620

)

 Workforce optimization expenses

 (22,485

)

 (1,882

)

 Acquisition and integration related expenses

 (27,640

)

 (29,682

)

 Other non-recurring charges (1)

 (14,409

)

 (111,222

)

 Total adjusted operating expenses

 $

 451,788

 $

 545,537

 Adjusted Operating Efficiency

 42.7

 %

 57.3

 %

 (1)

 Certain prior-period financial information has been reclassified to conform to current period presentation.

 Non-Employee Director Compensation

 We compensate non-employee directors for their service on our Board with a combination of cash and equity awards, the amounts of which are commensurate with their role and involvement and
 taking into consideration a competitive market analysis performed by Willis Towers Watson. Directors may be reimbursed for travel, food, lodging and other expenses directly related to their activities as directors. Directors are also entitled
 to the protection provided by their indemnification agreements and the indemnification provisions as described in our amended and restated certificate of incorporation and amended and restated bylaws.

 The compensation and leadership committee, which is comprised solely of independent directors, has the primary responsibility for reviewing and recommending to the Board the type and amount of
 compensation as well as changes to the compensation to be paid or awarded to non-employee directors, including any consulting, retainer, Board meeting, committee and committee chair fees and equity awards.

 Cash Compensation

 Each non-employee director receives an annual cash retainer for his or her service on the Board, as well as additional cash retainers if he or she serves as the Lead Independent Director, on a
 committee or as the chair of a committee. For new directors, these amounts are prorated for partial-year service based on the date of election to the Board. All cash payments to non-employee directors who served in the relevant capacity at any
 point during the immediately preceding prior fiscal quarter will be paid quarterly in arrears on a prorated basis. A non-employee director who served in the relevant capacity during only a portion of the prior fiscal quarter will receive a
 prorated payment of the quarterly payment of the applicable cash retainer. The following table lists the cash retainer amounts in effect during fiscal year 2023.

 Position

 Annual Cash Retainer ($)

 Board member

 40,000

 Lead Independent Director

 25,000

 Audit and risk committee chair

 20,000

 Audit and risk committee member

 10,000

 Other committee chair

 15,000

 Other committee member

 7,500

 Non-employee directors were able to elect to receive a fixed percent up to 100% of their cash compensation earned for Board or committee
 service in the form of fully vested restricted stock units ("RSUs") or cash. In 2023, for those directors who made an election to receive their compensation in
 the form of RSUs, the number of shares underlying such RSUs was calculated by dividing the amount of cash compensation earned by the non-employee director by the closing stock price on each grant date and rounded up to the nearest full
 share.

 Equity Compensation

 Each then-serving non-employee director received an annual award of RSUs with a value of $125,000 and the then-serving Lead Independent Director received an additional equity award of RSUs with
 a value of $31,250 immediately after the 2023 annual meeting. The number of shares subject to the RSUs was determined based on the annual equity award value divided
 by the nine-month trailing average of the closing price of the Company's stock on March 10, 2023 and rounded up to the nearest full share, resulting in an award of RSUs covering 19,441 shares of our common stock for each non-employee
 director, with the then-serving Lead Independent Director receiving an additional award of RSUs covering 4,860 shares of our common stock. The RSU awards vest upon the satisfaction of a one-year service-based vesting schedule, commencing June
 2023, subject to the non-employee director continuing to provide services to us through the applicable vesting date. A non-employee director who is newly appointed to the Board other than in connection with an annual meeting of stockholders
 will receive a grant of RSUs upon appointment (an "Initial Director Award"). The number of shares subject to each Initial Director Award is determined based on the annual equity award value divided by the nine-month trailing average of the
 closing price of the Company's stock on the grant date and rounded up to the nearest full share, but the Initial Director Award is prorated based on the portion of the time period remaining in the one-year period since the last annual
 meeting.

 Non-Employee Director Compensation Table for Fiscal Year 2023

 The following table provides information regarding all compensation awarded to, earned by or paid to our non-employee directors for the year ended
 December 31, 2023:

 Director

 Fees Earned or Paid in Cash

 ($)

 Stock Awards (1)

 ($)

 Total

 ($)

 Carl Pascarella (2)

 70,712

 (3)

 144,591

 215,303

 Roy Banks

 57,744

 173,418

 Jo Ann Barefoot

 57,500

 173,174

 Mohit Daswani (4)

 —

 —

 —

 62,500

 ( 5)

 178,174

 Louis P. Miramontes

 57,500

 173,174

 Carlos Minetti (4)

 —

 —

 —

 Scott Parker (6)

 —

 —

 —

 Sandra A. Smith

 65,387

 181,061

 David Strohm ( 7)

 21,972

 ( 8)

 —

 21,972

 Frederic Welts ( 7)

 27,129

 ( 9)

 —

 27,129

 R. Neil Williams

 70,985

 ( 10)

 186,659

 (1)

 This column reflects the aggregate grant date fair value of the RSUs granted as annual equity awards for Board service as described above (or in the case
 of Mr. Pascarella, such annual equity award plus an additional annual equity award for his service as then-serving Lead Independent Director) measured pursuant to FASB ASC 718, without regard to forfeitures. The assumptions used in
 calculating the grant date fair value of these awards are set forth in Note 2 and Note 11 to our Notes to the Consolidated Financial Statements included in our Original Form 10-K. These amounts do not reflect the actual economic value that may be realized by the non-employee
 director.

 (2)

 Mr. Pascarella resigned on November 4, 2023.

 (3)

 Mr. Pascarella received 12,647 RSUs pursuant to an election to receive
 his retainer compensation for 2023 in the form of RSUs.

 (4)

 Mr. Daswani and Mr. Minetti were both appointed to the Board on
 February 7, 2024 and therefore did not receive compensation for 2023.

 (5)

 Ms. Lee received 11,288 RSUs pursuant to an election to receive her
 retainer compensation for 2023 in the form of RSUs.

 (6)

 Mr. Parker was appointed to the Board on April 19, 2024 and therefore
 did not receive compensation for 2023.

 (7)

 Mr. Strohm and Mr. Welts did not stand for re-election at the 2023
 annual meeting of stockholders.

 (8)

 Mr. Strohm received 3,857 RSUs pursuant to an election to receive his
 retainer compensation for 2023 in the form of RSUs.

 (9)

 Mr. Welts received 4,779 RSUs pursuant to an election to receive his
 retainer compensation for 2023 in the form of RSUs.

 (10)

 Mr. Williams received 12,856 RSUs pursuant to an election to receive
 his retainer compensation for 2023 in the form of RSUs.

 The following table lists all outstanding equity awards held by our non-employee directors as of December 31, 2023:

 Director

 Stock Awards

 (#)

 Stock Options

 (#)

 Carl Pascarella (1)

 34,908

 (2)

 —

 Roy Banks

 9,721

 —

 Jo Ann Barefoot

 9,721

 18,181

 Mohit Daswani (3)

 —

 —

 29,499

 ( 4)

 —

 Louis P. Miramontes

 9,721

 18,181

 Carlos Minetti (3)

 —

 —

 Scott Parker (5)

 —

 —

 Sandra A. Smith

 9,721

 —

 David Strohm ( 6)

 19,917

 ( 7)

 —

 Frederic Welts ( 6)

 14,079

 ( 8)

 —

 R. Neil Williams

 40,834

 ( 9)

 18,181

 (1)

 Mr. Pascarella resigned on November 4, 2023.

 (2)

 Comprises 34,908 fully vested shares subject to future release, earned pursuant to an
 election to receive his annual retainer compensation in the form of RSUs for the years of 2020, 2021, 2022 and 2023.

 (3)

 Mr. Daswani and Mr. Minetti were both appointed to the Board on February 7, 2024 and therefore did not receive compensation for 2023.

 (4)

 Includes 19,778 fully vested shares subject to future release, earned pursuant to an election to receive her annual retainer compensation in the form of RSUs for the years of 2022 and 2023.

 (5)

 Mr. Parker was appointed to the Board on April 19, 2024 and therefore did not receive compensation for 2023.

 (6)

 Mr. Strohm and Mr. Welts did not stand for re-election at the 2023 annual meeting of stockholders.

 (7)

 Comprises 19,917 fully vested shares subject to future release, earned pursuant to an election to receive his annual retainer compensation in the form of RSUs for the years of 2020, 2021, 2022 and 2023.

 (8)

 Comprises 14,079 fully vested shares subject to future release, earned pursuant to an election to receive his annual retainer compensation in the form of RSUs for the years of 2022 and 2023.

 (9)

 Includes 31,113 fully vested shares subject to future release, earned pursuant to an election to receive his annual retainer compensation in the form of RSUs for the years of 2020, 2021, 2022 and 2023.

 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Equity Compensation Plan Information

 The following table provides information as of December 31, 2023 with respect to shares of our common stock that may be issued under our existing
 equity compensation plans:

 Plan Category

 Number of Securities to

 be Issued Upon

 Exercise of Outstanding

 Options, Restricted

 Stock Units and Rights

 (#)

 Weighted Average

 Exercise Price of

 Outstanding

 Options (1)

 ($)

 Number of Securities Remaining

 Available for Future Issuance

 Under Equity Compensation

 Plans (Excluding Securities

 Reflected in the First Column)

 (#)

 Equity compensation plans approved by security holders

 2019 Equity Incentive Plan (2)

 5,007,959

 17.08

 3,192,145

 2015 Stock Option / Stock Issuance Plan

 1,174,403

 20.41

 —

 2005 Stock Option / Stock Issuance Plan

 324,379

 14.82

 —

 2019 Employee Stock Purchase Plan (3)

 —

 —

 1,926,598

 Equity compensation plans not approved by security holders

 2021 Inducement Equity Incentive Plan

 421,954

 518,558

 Total

 6,928,695

 5,637,301

 (1)

 PSUs and RSUs, which do not have an exercise price, are excluded in the calculation of weighted-average exercise price.

 (2)

 Our 2019 Equity Incentive Plan ("2019 Plan") provides that the number of shares of common stock available for issuance under the 2019 Plan automatically increases on the first day of each fiscal year beginning with the 2020 fiscal
 year, in an amount equal to 5% of the outstanding shares of our common stock on the last day of the immediately preceding fiscal year. The Board may act prior to the first day of any fiscal year to provide that the increase in the share
 reserve for such fiscal year will be a lesser number of shares.

 (3)

 Our 2019 Employee Stock Purchase Plan ("ESPP") provides that the number of shares of common stock available for issuance under the ESPP automatically increases on the first day of each fiscal year beginning with the 2020 fiscal year,
 in an amount equal to the lesser of (i) 1% of the outstanding shares of our common stock on the last day of the immediately preceding fiscal year or (ii) 726,186 shares. The Board may act prior to the first day of any fiscal year to
 provide that there will be no increase in the share reserve for such fiscal year or that the increase in the share reserve for such fiscal year will be a lesser number of shares.

 Stock Ownership Table

 The following table sets forth certain information with respect to the beneficial ownership of our common stock as of April 24, 2024 for:

 •

 each person, or group of affiliated persons, who beneficially owned more than 5% of our common stock;

 •

 each of our named executive officers;

 •

 each of our directors and nominees for director; and

 •

 all of our current executive officers and directors as a group.

 We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise
 indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable.

 We have based our calculation of the percentage of beneficial ownership on 35,586,052 shares of our common stock outstanding as of April 24, 2024.
 We have deemed shares of our common stock subject to stock options that are currently exercisable or exercisable and RSUs that will vest within 60 days after April 24, 2024, to be outstanding and to be beneficially owned by the person holding the stock option for the purpose of computing the percentage ownership of
 that person. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

 Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Oportun Financial Corporation, 2 Circle Star Way, San Carlos, CA 94070.

 Name of Beneficial Owner

 Number of Shares

 Beneficially

 Owned (1)

 Percentage of

 Shares Beneficially

 Owned

 5% Stockholders:

 Entities affiliated with Neuberger Berman (2)

 4,193,453

 10.5

 %

 Entities affiliated with Findell Capital Management LLC (3)

 2,944,600

 8.3

 %

 Institutional Venture Partners XIV, L.P. ( 4)

 2,921,267

 8.2

 %

 Entities affiliated with Ellington (5)

 2,484,149

 7.0

 %

 Directors and Named Executive Officers:

 Raul Vazquez (6)

 1,823,250

 5.0

 %

 Kathleen Layton (7)

 64,487

 *

 Patrick Kirscht (8)

 522,926

 1.5

 %

 Roy Banks (9)

 35,962

 *

 Jo Ann Barefoot (10)

 69,046

 *

 Mohit Daswani (11)

 7,818

 *

 Ginny Lee (12)

 55,740

 *

 Carlos Minetti (13)

 7,818

 *

 Lou Miramontes (14)

 63,689

 *

 Scott Parker (15)

 20,000

 *

 Sandra A. Smith (16)

 50,865

 *

 Neil Williams (17)

 95,299

 *

 All executive officers and directors as a group (13 persons) (18)

 3, 456,010

 9.3

 %

 *

 Represents beneficial ownership of less than one percent of the outstanding common stock.

 (1)

 Represents shares of common stock beneficially owned by such individual or entity, and includes shares held in the beneficial owner's name or jointly with
 others, or in the name of a bank, nominee or trustee for the beneficial owner's account.

 (2)

 Consists of 2,904,355 shares of common stock issuable upon exercise of warrants issued or issuable to NB Specialty Finance Fund II, 1,056,129 shares of
 common stock issuable upon exercise of warrants issued or issuable to NBSF Canada 2021 Trust, and 232,969 shares of common stock issuable upon exercise of warrants issued or issuable to NB Direct Access Fund LP. Ultimate voting and
 dispositive power with respect to the shares of common stock issuable is exercised by NB Alternatives Advisers LLC. We have based percentage ownership assuming full exercise of the warrants. Pursuant to a beneficial ownership
 limitation included in the warrants, the entities affiliated with Neuberger Berman are prohibited from exercising the warrants to the extent that such exercise would result in having beneficial ownership in excess of 9.9% of the
 outstanding shares of our common stock. The address for NB Alternatives Advisers LLC is 325 N. Saint Paul Street, Suite 4900, Dallas, TX 75201.

 ( 3)

 Based on a Schedule 13D/A filed with the SEC on April 23, 2024, by Findell Capital Partners, LP ("FCP"), Finn Management GP LLC ("FMGP"), Findell
 Capital Management LLC ("FCM") and Brian A. Finn (collectively, "Findell"). According to the Schedule 13D/A, as of April 23, 2024, Findell beneficially owned 2,944,600 shares in the aggregate, including (i) 2,021,000 shares held
 directly by FCP and (ii) 923,600 shares held in certain separately managed accounts. Each of FCP, FCM, FMGP and Mr. Finn has shared voting power and shared investment power with respect to the shares beneficially owned by them.
 The address for each of FCP, FMGP, FCM and Mr. Finn is 88 Pine Street, Suite 2240, New York, New York 10005.

 (4)

 Based on a Schedule 13G filed with the SEC on February 13, 2024, by Institutional Venture Partners XIV, L.P.
 ("IVP XIV"), Institutional Venture Management XIV, LLC ("IVM XIV"), Todd C. Chaffee ("Chaffee"), Norman A. Fogelsong ("Fogelsong"), Stephen J. Harrick ("Harrick"), J. Sanford Miller ("Miller"), Dennis B. Phelps ("Phelps"), Jules
 A. Maltz ("Maltz") (Chaffee, Fogelsong, Harrick, Miller, Phelps and Maltz, collectively, the "Managing Partners") (IVP XIV, IVM XIV and the Managing Directors, collectively, "IVP"). According to the Schedule 13G, IVM XIV serves as
 the sole general partner of IVP XIV and has sole voting and investment control over the shares owned by IVP XIV and may be deemed to own beneficially the shares held by IVP XIV. IVM XIV owns no securities of the Company directly.
 Chaffee, Fogelsong, Harrick, Miller, Maltz and Phelps are Managing Directors of IVM XIV and share voting and dispositive power over the shares held by IVP XIV and may be deemed to own beneficially the shares held by IVP XIV. The
 Managing Directors own no securities of the Issuer directly. According to the Schedule 13G, as of February 13, 2024, IVP has shared voting and dispositive power with respect to 2,921,267 shares. The address for IVP is c/o
 Institutional Venture Partners, 3000 Sand Hill Road, Building 2, Suite 250, Menlo Park, California 94025.

 (5)

 Based on a Schedule 13G/A filed with the SEC on January 17, 2024, by Ellington Management Group, LLC, EMG Holdings, L.P., VC Investments LLC and Michael
 W. Vranos (collectively, "Ellington"). According to the Schedule 13G/A, as of January 17, 2024, Ellington has shared voting and dispositive power with respect to 2,484,149 shares. The address for Ellington is 53 Forest Avenue, Old
 Greenwich, Connecticut 06870.

 (6)

 Consists of (a) 848,715 shares held by Mr. Vazquez directly, (b) 233,709 shares held in a trust for which Mr. Vazquez is trustee, and (c) 803,156 stock
 options stock options that are vested and exercisable within 60 days from April 24, 2024.

 (7)

 Consists of (a) 24,365 shares and (b) 40,122 stock options that are vested and exercisable within 60 days from April 24, 2024.

 (8)

 Consists of (a) 175,610 shares held by Mr. Kirscht directly, (b) 5,800 shares held in two accounts by Mr. Kirscht's daughters containing 2,900 shares
 each, and (c) 341,516 stock options that are vested and exercisable within 60 days from April 24, 2024.

 (9)

 Consists of (a) 31,102 shares and (b) 4,860 RSUs that are scheduled to vest within 60 days from April 24, 2024.

 (10)

 Consists of (a) 46,005 shares, (b) 4,860 RSUs that are scheduled to vest within 60 days from April 24, 2024, and (c) 18,181 stock options that are vested
 and exercisable within 60 days from April 24, 2024.

 (11)

 Consists of (a) 3,909 shares and (b) 3,909 RSUs that are scheduled to vest within 60 days from April 24, 2024.

 (12)

 Consists of (a) 31,102 shares, (b) 19,778 fully vested deferred RSUs, and (c) 4,860 RSUs that are scheduled to vest within 60 days from
 April 24, 2024.

 (13)

 Consists of (a) 3,909 shares and (b) 3,909 RSUs that are scheduled to vest within 60 days from April 24, 2024.

 (14)

 Consists of (a) 40,648 shares and (b) 4,860 RSUs that are scheduled to vest within 60 days from April 24, 2024, and (c) 18,181 stock options that are
 vested and exercisable within 60 days from April 24, 2024.

 (15)

 Consists of 20,000 shares.

 (16)

 Consists of (a) 46,005 shares and (b) 4,860 RSUs that are scheduled to vest within 60 days from April 24, 2024.

 (17)

 Consists of (a) 41,145 shares, (b) 31,113 fully vested deferred RSUs, (c) 4,860 RSUs that are scheduled to vest within 60 days from April
 24, 2024, and (d) 18,181 stock options that are vested and exercisable within 60 days from April 24, 2024.

 (18)

 Includes shares beneficially owned by all current executive officers and directors of the company. Consists of (a) 1, 977,495 shares, (b) 50,891 fully vested deferred RSUs, (c) 36,978 RSUs that are scheduled to vest within 60 days from April 24, 2024, and
 (d) 1,390,646 stock options exercisable within 60 days from April 24, 2024.

 Item 13. Certain Relationships and Related Transactions, and Director Independence

 Certain Relationships and Related Transactions

 The following is a summary of transactions and arrangements, since the beginning of our last two fiscal years, to which we have been a participant, in which
 the amount involved exceeded or will exceed the lesser of $120,000 or one percent of the average Company's total assets at year-end for the last two completed fiscal years in which we were or are to be a participant and in which a related
 person had or will have a direct or indirect material interest. A related person is: (i) an executive officer, director or director nominee, (ii) a beneficial owner of more than 5% of our common stock, (iii) an immediate family member of an
 executive officer, director or director nominee or beneficial owner of more than 5% of our common stock, or (iv) any entity that is owned or controlled by any of the foregoing persons has a substantial ownership interest or control.

 Indemnification Agreements

 Our amended and restated certificate of incorporation contains provisions limiting the liability of our directors, and our amended and restated bylaws provide that we indemnify each of our
 directors to the fullest extent permitted under Delaware law. Our amended and restated certificate of incorporation and amended and restated bylaws also provide our Board with discretion to indemnify our officers and employees when determined a ppropriate by our Board. In addition, we have entered and expect to continue to enter into agreements to indemnify our directors and executive officers.

 Investors' Rights Agreements and Registration Rights Agreements

 We are party to an amended and restated investors' rights agreement (the "IRA")
 with certain purchasers of the Company's preferred stock (which converted to common stock in our IPO), which provides, among other things, that certain holders of our capital stock, have the right to demand that we file a registration
 statement or request that their shares of our capital stock be included on a registration statement that we are otherwise filing. As of September 30, 2023 the obligations under
 the IRA were terminated.

 In connection with the acquisition of Hello Digit, Inc. ("Digit") we entered into a registration rights agreement with the holders of Digit stock,
 pursuant to which the holders have certain "piggyback" registration rights with respect to registrations of equity securities initiated by the Company.

 Transactions with Credit Karma and Hummingbird

 Raul Vazquez is currently a member of the board of directors of Intuit Inc. ("Intuit"). On December 3, 2020, Intuit acquired Credit Karma. We have conducted business with Credit Karma for lead
 generation services since November 2019 and made payments to Credit Karma of approximately $ 8.9 million for services provided in 2022 and payments of approximately $ 1.6
 million for services provided in 2023. Mr. Vazquez is not involved in directly managing Credit Karma and these transactions with Credit Karma were entered into in the ordinary course of business. This transaction was approved in accordance with
 Oportun's Related Person Transactions Policy.

 We entered into an agreement with Hummingbird RegTech, Inc. ("Hummingbird"), a provider of compliance software, in 2022, and made payments to them of approximately $ 178,000 in 2022 and payments of approximately $ 245,000 in 2023. A member of our Board of Directors, Jo Ann Barefoot, is a co-founder and shareholder of Hummingbird. Ms. Barefoot is not
 involved in directly managing Hummingbird and these transactions were entered into in the ordinary course of business. This transaction was approved in accordance with Oportun's Related Person Transactions Policy.

 Transactions with Affiliates of Ellington Financial

 In November 2014 we entered into an agreement with ECL Funding, LLC, an entity affiliated with Ellington Financial, to sell at least 10% of our
 unsecured loan originations, with an option to sell an additional 5%, subject to certain eligibility criteria and minimum and maximum volumes. We also entered into a Servicing Agreement pursuant to which we agreed to service the portfolio owned
 by Ellington Financial and in return earn a servicing fee of 5%. We chose not to renew the arrangement and allowed the agreement to expire on its terms on March 4, 2022. The originations of loans sold and held for sale during the year ended
 December 31, 2022, was $52.7 million. Our servicing fee revenue during 2022 was $17.4 million.

 In addition, in March 2022, we participated in a co-sponsored securitization transaction with certain other entities affiliated with Ellington Financial and sold loans through the issuance of
 amortizing asset-backed notes secured by a pool of our unsecured and secured personal installment loans. We also sold our share of the residual interest in the pool. The sold loans had an aggregate unpaid principal balance of approximately
 $227.6 million.

 In November 2023, we entered into an agreement with an affiliated trust of Ellington Financial, to sell certain of our unsecured loan originations, subject to certain
 eligibility criteria. We also entered into a Servicing Agreement pursuant to which we agreed to service the portfolio purchased by the affiliated trust of Ellington Financial and in return earn a servicing fee of 5%.

 The originations of loans sold and held for sale under our agreements with affiliates of Ellington Financial during the year ended December 31, 2023 was $3.4 million and our
 servicing fee revenue was $7.9 million.

 Transactions with Neuberger Berman

 On September 14, 2022, we entered into an agreement to borrow $150.0 million of senior secured term loans from certain funds affiliated with Neuberger Berman Specialty Finance, beneficial owner
 of greater than five percent of our outstanding common stock (the "Corporate Facility"). On March 10, 2023, we upsized and amended the Corporate Facility (the "Amended Credit Agreement") to be able to borrow up to an additional $75.0 million.
 We borrowed $20.8 million of term loans under the Amended Corporate Facility on March 10, 2023 (the "Incremental Tranche A-1 Loans") and borrowed an additional $4.2 million of term loans under the Amended Corporate Facility on March 27, 2023
 (the "Incremental Tranche A-2 Loans"). The term loans bear interest at an amount equal to (a) 1-month term SOFR plus 9.00%, payable in cash, plus (b) 3.00%, payable in cash or in kind at our option. The term loans are scheduled to mature on
 September 14, 2026, and are not subject to amortization. Certain prepayments of the term loans are subject to a prepayment premium. The obligations under the Amended Corporate Facility are secured by our assets and assets of certain of our
 subsidiaries guaranteeing the Amended Corporate Facility, including pledges of the equity interests of certain subsidiaries that are directly or indirectly owned by us, subject to customary exceptions.

 We borrowed an aggregate additional amount of $50.0 million of term loans under the Amended Corporate Facility in two additional $25.0 million tranches on May 5, 2023 and June 30, 2023 (the
 "Incremental Tranche B Loans" and "Incremental Tranche C Loans,"), respectively.

 In connection with the Amended Corporate Facility, we issued warrants to the lenders providing the Incremental Tranche A-1 Loans to purchase 1,980,242 shares of our common stock at an exercise
 price of $0.01 per share. In addition, (a) on March 27, 2023, in connection with the funding of the Incremental Tranche A-2 Loans, we issued warrants to the lenders providing the Incremental Tranche A-2 Loans to purchase 116,485 shares of our
 common stock, (b) on May 5, 2023, in connection with the funding of the Incremental Tranche B Loans, we issued warrants to the lenders providing the Incremental Tranche B Loans to purchase 1,048,363 shares of our common stock, and (c) on June
 30, 2023, in connection with the funding of the Incremental Tranche C Loans, we issued warrants to the lenders providing the Incremental Tranche C Loans to purchase 1,048,363 shares of our common stock, in each case, at an exercise price of
 $0.01 per share. We also entered into a registration rights agreement with the applicable lenders, which stipulates that we file a registration statement with respect to the shares underlying the warrants.

 On June 16, 2023, we entered into a forward flow whole loan sale agreement with certain funds affiliated with Neuberger Berman. Pursuant to this agreement, we
 have a commitment to sell up to $300.0 million of our personal loan originations over twelve months. We will continue to service these loans upon transfer of the receivables. As part of this agreement, during the twelve months ended December
 31, 2023, we transferred loans receivable totaling $220.5 million.

 On March 12, 2024, the Company entered into an additional
 amendment to the Amended Corporate Facility, which among other modifications, required certain principal payments in amounts equal to $5.7 million per month to be made by the Company on the last business day of each of March, April and May
 2024.

 Policies and Procedures for Related Party Transactions

 We have adopted a policy that all transactions, arrangements, or relationships in which the amounts exceed $120,000 or one percent of the average Company's total assets at year-end for the last
 two completed fiscal years between us and our directors, executive officers, holders of more than 5% of our capital stock, any member of the immediate family of the foregoing persons, or their affiliates are approved by the audit and risk
 committee, or a similar committee consisting of entirely independent directors, according to the terms of our Code of Business Conduct. In approving or rejecting any such related party proposal, the audit and risk committee will consider the
 relevant facts and circumstances available and deemed to be relevant to the matter, including, but not limited to, risks, costs, impact on independence, availability of alternatives, and transaction terms that could have been obtained from
 unaffiliated third parties.

 We believe that we have executed all the transactions described above on terms no less favorable to us than we could have obtained from unaffiliated third parties. It is our intent to ensure
 that all future transactions between us and related parties are also approved by the audit and risk committee, or a similar committee consisting of entirely independent directors, according to the terms of our Code of Business Conduct, and are
 on terms no less favorable to us than those that we could obtain from unaffiliated third parties.

 Director Independence

 The listing rules of Nasdaq generally require that a majority of the members of a listed company's board of directors be independent. In addition, the listing rules generally require that,
 subject to specified exceptions, each member of a listed company's audit, compensation, and nominating and governance committees be independent.

 In addition, audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule
 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: accept, directly or indirectly, any consulting,
 advisory, or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries. Additionally, compensation committee members must satisfy the independence
 criteria set forth in Rule 10C-1 under the Exchange Act. In order to be considered independent for purposes of Rule 10C-1, a member of the compensation committee of a listed company may not, other than in his or her capacity as a member of the
 compensation committee, the board of directors, or any other board committee: accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of
 the listed company or any of its subsidiaries.

 Our Board conducts an annual review of the independence of our directors. In its most recent review, our Board determined that Mr. Banks, Ms. Barefoot, Mr. Daswani, Ms. Lee, Mr. Minetti, Mr.
 Miramontes, Mr. Parker, Ms. Smith, and Mr. Williams, representing eight of our nine directors, are "independent directors" as defined under the applicable listing standards of Nasdaq and the applicable rules and regulations promulgated by the
 SEC. Our Board has also determined that all members of our audit and risk committee, compensation and leadership committee, and nominating, governance and social responsibility committee are independent and satisfy the relevant SEC and Nasdaq
 independence requirements for such committees.

 Item 14. Principal Accountant Fees and Services

 Principal Accountant Fees and Services

 The following table reflects the aggregate fees for audit and other services provided by Deloitte & Touche LLP ( San Francisco, CA, PCAOB ID 34) for the years ended December 31, 2023 and 2022:

 Year Ended December 31,

 2023

 2022

 Audit Fees (1)

 $

 2,361,346

 $

 2,492,625

 Audit-Related Fees (2)

 441,260

 810,500

 Tax Fees (3)

 387,972

 748,751

 Total Fees

 $

 3,190,578

 $

 4,051,876

 (1)

 Audit Fees consist of fees for professional services rendered in connection with the audit of our annual consolidated financial statements, the review of our quarterly condensed consolidated financial statements, statutory audit
 fees, and audit services that are normally provided by the independent registered public accounting firm in connection with regulatory filings.

 (2)

 Audit-Related Fees consist of fees for assurance and related services, including issuance of agreed upon reports, fees related to due diligence procedures, and fees related to service organization
 controls reporting.

 (3)

 Tax Fees consist of fees for U.S. and international corporate tax compliance and consulting services.

 Audit and Risk Committee Oversight of Independence and Pre-Approval Policy

 At least annually, consistent with the applicable SEC and Public Company Accounting Oversight Board ("PCAOB") rules, the audit and risk committee receives and reviews written disclosures from
 our independent registered public accounting firm, Deloitte & Touche LLP, delineating all relationships between them, or their affiliates, and the Company, or persons in financial oversight roles at the Company, that may reasonably be
 thought to bear on independence. The audit and risk committee considers and discusses with Deloitte & Touche LLP any potential effects of any such relationships on their independence as well as any compensation or services that could affect
 their objectivity and independence.

 As part of the audit and risk committee's oversight of independence, the committee determines and approves engagements of Deloitte & Touche LLP to perform any proposed permissible non-audit
 services, including the scope of the service and the compensation to be paid, prior to the commencement of such engagements. All of the services provided by Deloitte & Touche LLP for the years ended December 31, 2023 and 2022 described above were pre-approved by the audit and risk committee. Our audit and risk committee has determined that the rendering of services other than audit services by
 Deloitte & Touche LLP is compatible with maintaining the principal accountant's independence.

 Item 15. Exhibit and Financial Statement Schedules

 (1)

 Financial Statement Schedules:

 No financial statement or supplemental data are filed with this report on Form 10-K/A. See Index to Financial Statements and Supplemental Data of the Original Form 10-K.

 (2)

 Exhibits:

 Exhibits are listed in the Exhibit Index below.

 Exhibit

 Description

 Form

 File

 No.

 Exhibit

 Filing

 Date

 Filed Herewith

 31.1

 Rule 13a-14(a)/15d-14(a) Certifications of the Chief Executive Officer and Director of Oportun Financial Corporation

 x

 31.2

 Rule 13a-14(a)/15d-14(a) Certifications of the Chief Financial Officer and Chief Administrative Officer of Oportun Financial Corporation

 x

 x

 Signatures

 OPORTUN FINANCIAL CORPORATION

 (Registrant)

 Pursuant to the requirements of Section 13 or 15(d) 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, on April 29, 2024.

 Date:

 April 29, 2024

 By:

 /s/ Jonathan Coblentz

 Jonathan Coblentz

 Chief Financial Officer and Chief Administrative Officer

 (Principal Financial Officer)